DevvStream Corp 8-K, filed Aug 7, 2025
DevvStream Corp. (DEVSF)
8-K
2025-08-07
For: 2025-08-06
View Original
Added on
April 12, 2026
About this 8-K
DevvStream Corp filed this 8-K on August 7, 2025, reporting on events of August 6, 2025.
Items reported
- Item 3.03: Change to shareholders' rights
- Item 5.03: Charter or bylaw amendment, or fiscal year change
- Item 7.01: Regulation FD disclosure
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or Section 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 6, 2025
(Exact name of registrant as specified in its charter)
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(State or other jurisdiction of incorporation or organization)
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(Commission File Number)
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(I.R.S. Employer Identification No.)
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(Address of principal executive offices)
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(Zip Code)
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(647 ) 689-6041
(Registrant’s telephone number, including area code)
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the
following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading
Symbol(s)
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Name of each exchange on
which registered
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the
Securities Exchange Act of 1934.
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any
new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 3.03 |
Material Modification to Rights of Security Holders.
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On August 7, 2025, DevvStream Corp. an Alberta corporation (the “Company”), filed Articles
of Amendment (“Amendment”) with the Registrar of Corporations (Alberta) to effectuate a reverse stock split of the Company’s Common Shares, no par value (the “Common Shares”),
at a ratio of one-for-ten (1:10) (the “Reverse Stock Split”). The Company anticipates that the Reverse Stock Split will become effective on Friday, August 8, 2025 (the “Effective
Date”), with the Common Shares trading on The Nasdaq Capital Market (“Nasdaq”) on a reverse split-adjusted basis under the Company’s existing trading symbol, “DEVS,” at the market open on Friday,
August 8, 2025.
On July 28, 2025, at a Special Meeting of Stockholders of DevvStream Corp., an Alberta corporation (the “Company”), the shareholders granted to the Board of Directors of the Company the authority to effectuate the Reverse Stock split at a ratio of not less than one-for-five (1:5) and not greater than one-for-fifty (1:50), with the
exact ratio to be determined by the Company’s Board and included in a public announcement, and, subsequently, the Board of Directors approved the Reverse Stock Split at a ratio of one-for-ten (1:10).
Reasons for Reverse Stock Split
The Company is effectuating the Reverse Stock Split to raise the per-share bid price of its Common Shares above $1.00 per share
and to regain compliance with Nasdaq Listing Rule 5810(c)(3)(A). The Company anticipates it will have regained compliance once the Company’s Common Shares trade at or above $1.00 for a minimum of 10 consecutive trading days, at which time the
Company expects that Nasdaq will provide the Company with notice that it has regained compliance with Rule 5810(c)(3)(A).
Effects of the Reverse Stock Split
Effective Date; Symbol; CUSIP Number. The Effective Date of the Reverse Stock Split will be Friday, August 8, 2025, with the Common Shares trading on Nasdaq on a reverse split-adjusted basis under the Company’s existing
trading symbol, “DEVS,” at the market open on Friday, August 8, 2025. In connection with the Reverse Stock Split, the CUSIP number for the Common Shares will change to 251936209.
Split Adjustment; Treatment of Fractional Shares. On the Effective Date, every 10 Common Shares either issued and outstanding will be automatically combined into one Common Share (the “Reverse Stock Ratio”).
Any fractional Common Shares that would otherwise result from the Reverse Stock Split will be rounded down to the next whole number. As a result, no fractional shares will be issued in connection with the Reverse Stock Split and no cash, scrip,
or other consideration will be paid in connection with any fractional shares that would otherwise have resulted from the Reverse Stock Split. The Company intends to treat shareholders holding Common Shares in “street name” (that is, held through
a bank, broker, or other nominee) in the same manner as shareholders of record whose Common Shares are registered in their names. Banks, brokers, or other nominees will be instructed to effect the Reverse Stock Split for their beneficial holders
holding Common Shares in “street name”; however, these banks, brokers, or other nominees may apply their own specific procedures for processing the Reverse Stock Split.
Also on the Effective Date, all options, warrants and
convertible debt of the Company outstanding immediately prior to the Reverse Stock Split will be adjusted to (i) reduce the number of Common Shares subject to purchase
thereunder as of immediately prior to the Effective Date by multiplying such number of shares by the Reverse Stock Split Ratio and (ii) increase the exercise or conversion price, as applicable, for each Common Share subject to purchase thereunder
by dividing the exercise or conversion price, as applicable, in effect as of immediately prior to the Effective Date by the Reverse Stock Split Ratio, all in accordance with the terms of the plans, agreements,
or arrangements governing such options, warrants and convertible debt.
Non-Certificated Shares. Those Company shareholders who hold their shares in electronic form do not need to take any action, as the effect of the Reverse Stock Split will automatically be reflected in their
accounts with the Company’s transfer agent. Those shareholders who hold their shares in “street name” will receive instructions from their bank, broker, or nominee.
Articles of Amendment. The Company effected the Reverse Stock Split as of the Effective Date pursuant to the Company’s filing Articles of Amendment with the Registrar of Corporations (Alberta) on August 7, 2025.
A copy of the Articles of Amendment is attached as Exhibit 3.1 to this Current Report.
Capitalization. As of August 7, 2025, there were 35,416,734 shares outstanding and after the Reverse Stock Split there will be approximately 3,541,673 shares
outstanding. The Company continues to have an unlimited number of Common Shares and Preferred Shares for issuance.
Immediately after the Reverse Stock Split, each shareholder’s relative ownership interest in the Company and proportional voting
power will remain virtually unchanged except for minor changes and adjustments that will result from rounding down fractional shares of Common Shares into whole shares.
Transfer Agent. The Company’s transfer agent, Continental Stock Transfer & Trust Company, is acting as exchange agent for the Reverse Stock Split.
The foregoing descriptions of the Amendment and the Reverse Stock Split set forth above do not purport to be complete and are
qualified in their entirety by reference to the Amendment attached hereto as Exhibit 3.1 and the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on June 30, 2025 (the “Proxy Statement”). A copy of the Amendment is being filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Forward Looking Statements
This Current Report on Form 8-K contains forward-looking
statements. Certain statements in this Current Report on Form 8-K may be considered forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are statements that are not
historical facts and generally relate to future events, trends or DevvStream’s future financial or other performance metrics. In some cases, you can identify forward-looking statements by terminology such as “may”, “should”, “expect”, “intend”,
“will”, “estimate”, “anticipate”, “believe”, “predict”, “potential” or “continue”, or the negatives of these terms or variations of them or similar terminology. These forward-looking statements include statements regarding DevvStream’s
intentions, beliefs, projections, outlook, analyses and current expectations concerning, among other things, DevvStream’s ability to regain compliance with Nasdaq Listing Rule 5810(c)(3)(A), which are subject to risks and uncertainties that could
cause actual results to differ materially from those expressed or implied by such forward-looking statements. Such risks, uncertainties and factors include, but are not limited to, the risks set forth in the Company’s most recent Form 10-K, 10-Q
and other SEC filings which are available through EDGAR at WWW.SEC.GOV. These forward-looking
statements are based upon estimates and assumptions that, while considered reasonable by DevvStream and its management are inherently uncertain and subject to material change. Given these risks, uncertainties, and other factors, you should not
place undue reliance on these forward-looking statements. New risks and uncertainties may emerge from time to time, and it is not possible to predict all risks and uncertainties. These forward-looking statements are expressed in good faith, and
DevvStream believes there is a reasonable basis for them. However, there can be no assurance that the events, results or trends identified in these forward-looking statements will occur or be achieved. Forward-looking statements speak only as
of the date they are made, and DevvStream is under no obligation, and expressly disclaims any obligation, to update, alter or otherwise revise any forward-looking statement, whether as a result of new information, future events or otherwise,
except as required by law. Readers should carefully review the statements set forth in filings made by, or to be made by, DevvStream from time to time with the SEC and with the Canadian securities regulatory authorities.
| Item 5.03 |
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
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The information set forth in Item 3.03 is hereby incorporated by reference into this Item 5.03.
| Item 7.01 |
Regulation FD Disclosure.
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On August 6, 2025, the Company issued a press release announcing the Reverse Stock Split. A copy of the press release is furnished
as Exhibit 99.1 to this Current Report on Form 8-K.
Exhibit 99.1 is being furnished pursuant to Item 7.01 and shall not be deemed to be “filed” for purposes of Section 18 of the
Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference into any filing under the
Securities Act of 1933, as amended, or the Exchange Act.
| Item 9.01 |
Financial Statements and Exhibits.
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(d) Exhibits:
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Exhibit No.
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Description
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Articles of Amendment.
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Press Release dated August 6, 2025.
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104
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Cover page Interactive Data File (embedded in the cover page formatted in Inline XBRL)
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned hereunto duly authorized.
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Dated: August 7, 2025
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DEVVSTREAM CORP.
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By:
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/s/ David Goertz
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Name:
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David Goertz
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Title:
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Chief Financial Officer
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Exhibit 3.1
BUSINESS CORPORATIONS ACT
| Alberta | ARTICLES OF AMENDMENT |
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1.
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Name of Corporation
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2. Corporate Access Number
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(a) Pursuant to Section 173(1)(f) of the Business Corporations Act (Alberta), the issued and outstanding Common Shares in the capital
stock of the Corporation are hereby consolidated on the basis of every ten (10) old Common Shares for one (1) new Common Share presently issued and outstanding, as set out in the attached Schedule of Consolidation/Split/Exchange; and
(b) In all other respects the authorized share capital of the Corporation remains unchanged.
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DATE
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SIGNATURE
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TITLE
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| August 7, 2025 | /s/ Chris Merkel | Chief Operating Officer | |
SCHEDULE OF CONSOLIDATION/SPLIT/EXCHANGE
Pursuant to Section 173(1)(f) of the Business Corporations Act (Alberta), the issued and outstanding Common Shares in the capital stock of the
Corporation are hereby consolidated on the basis of every ten (10) old Common Shares for one (1) new Common Share presently issued and outstanding.
Exhibit 99.1
DevvStream Announces Reverse Stock Split
CALGARY, Alberta, August 6, 2025 — DevvStream
Corp. (Nasdaq: DEVS) (the “Company”), a leading carbon management firm specializing in the development, investment, and sale of environmental assets, today announced that its Board of Directors has approved a one-for-ten (1-for-10) reverse stock split (the “Reverse Stock Split”) of the Company’s Common Shares (the “Common Shares”).
The Reverse Stock Split was approved by the Shareholders of the Company (the “Shareholders”) at a special meeting of Shareholders held virtually on July 28, 2025.
The Common Shares will open for trading on The Nasdaq Capital Market (the “Nasdaq”) on a reverse split-adjusted basis on August 8, 2025, under
the existing trading symbol “DEVS”. At such time, every 10 Common Shares either issued and outstanding will be automatically combined into one new Common Share. The
Reverse Stock Split is intended to increase the market price per share of the Company’s Common Shares to regain compliance with the minimum bid continued listing requirement of the Nasdaq. The current shares outstanding is 35,416,734 and the
post-split shares outstanding will be approximately 3,541,673.
The new CUSIP number for the Common Shares following the Reverse Stock Split will be 251936209.
As a result of the Reverse Stock Split, proportionate adjustments will be made to the number of Common Shares underlying the Company’s outstanding equity awards
and the number of shares issuable under the Company’s equity incentive plan and certain existing agreements, as well as the exercise, grant and acquisition prices of such equity awards, as applicable. In addition, proportionate adjustments will
be made to the Common Shares underlying the Company’s outstanding Common Share purchase warrants and to the exercise price of such warrants.
No fractional shares will be issued as a result of the Reverse Stock Split. Where Shareholders would otherwise be entitled to fractional shares
as a result of the Reverse Stock Split because they hold a number of shares not evenly divisible by 10, such Shareholders will be rounded down to the nearest whole number. The Reverse Stock Split affects all Shareholders uniformly and will not
alter any Shareholder’s percentage interest in the Company’s equity.
Continental Stock Transfer & Trust Company is acting as transfer and exchange agent for the Reverse Stock Split. Registered Shareholders who hold Common
Shares are not required to take any action to receive post-reverse split shares. Shareholders owning shares via a broker, bank, trust or other nominee will have their positions automatically adjusted to reflect the Reverse Stock Split, subject to
such broker's particular processes, and will not be required to take any action in connection with the Reverse Stock Split.
Additional information about the Reverse Stock Split can be found in the
Company’s definitive proxy statement filed with the Securities and Exchange Commission (the “SEC”) on June 30, 2025, which is available free of charge at the SEC’s website, www.sec.gov.
About DevvStream
Founded in 2021, DevvStream is a leading carbon management firm specializing in the development, investment, and sale of environmental assets,
energy transition, and innovative carbon management solutions. The Company's mission is to create alignment between sustainability and profitability, helping organizations achieve their climate initiatives while directly improving their financial
health.
With a diverse approach to energy transition and carbon markets, DevvStream operates across three strategic domains: (1) an offset portfolio
consisting of nature-based, tech-based, and carbon sequestration credits for immediate sale to corporations and governments seeking to offset their most difficult-to-reduce emissions; (2) project investment, acquisitions, and industry consolidation
to extend the company’s reach, allowing it to become a full end-to-end solutions provider; and (3) project development, where the company serves as project manager for eligible activities such as EV charging or renewable energy generation in
exchange for a percentage of generated credits or I-RECs.
For more information, please visit www.devvstream.com.
Cautionary Note Regarding Forward-Looking Statements
Certain statements in this news release may be considered forward-looking statements within the meaning of the Private Securities Litigation
Reform Act of 1995. Forward-looking statements are statements that are not historical facts and generally relate to future events, trends or DevvStream’s future financial or other performance metrics. In some cases, you can identify forward-looking
statements by terminology such as “may”, “should”, “expect”, “intend”, “will”, “estimate”, “anticipate”, “believe”, “predict”, “potential” or “continue”, or the negatives of these terms or variations of them or similar terminology. These
forward-looking statements include statements regarding DevvStream’s intentions, beliefs, projections, outlook, analyses and current expectations concerning, among other things, DevvStream’s ability to continue as a going concern and to realize the
benefits of its recently completed business combination, DevvStream’s ability to remain listed on Nasdaq, the volatility of the market price and the liquidity of DevvStream’s common shares, the impact from future regulatory, judicial, legislative
or regulatory changes in DevvStream’s industry, the trends in the carbon credit markets, future performance and anticipated financial impacts of certain transactions by DevvStream or others, the growth and value of the global carbon credit or I-REC
market traded value, the potential of carbon credits to provide carbon emission reductions and reduce carbon emissions to limit global warming, estimated CO2 capture, sequestration, decarbonization or storage capacities or potentials of different
projects in which DevvStream is investing, DevvStream’s opportunity pipeline and the ability of such opportunities to generate I-RECs, carbon credits, tax credits, or shared savings revenue each year, and the market growth and value of these
markets, all of which are subject to risks and uncertainties, which could cause actual results to differ materially from those expressed or implied by such forward-looking statements. These forward-looking statements are based upon estimates and
assumptions that, while considered reasonable by DevvStream and its management are inherently uncertain and subject to material change. Given these risks, uncertainties, and other factors, you should not place undue reliance on these
forward-looking statements. New risks and uncertainties may emerge from time to time, and it is not possible to predict all risks and uncertainties.
These forward-looking statements are expressed in good faith, and DevvStream believes there is a reasonable basis for them. However, there can be
no assurance that the events, results or trends identified in these forward-looking statements will occur or be achieved. Forward-looking statements speak only as of the date they are made, and DevvStream is under no obligation, and expressly
disclaims any obligation, to update, alter or otherwise revise any forward-looking statement, whether as a result of new information, future events or otherwise, except as required by law. Readers should carefully review the statements set forth in
filings made by, or to be made by, DevvStream from time to time with the SEC and with the Canadian securities regulatory authorities. All subsequent written and oral forward-looking statements concerning DevvStream or any person acting on their
behalf are expressly qualified in their entirety by the cautionary statements above.
This news release is not an offer to sell or the solicitation of an offer to buy, any securities of DevvStream and this news release is not
intended to be all-inclusive or to contain all the information that a person may desire in considering an investment in DevvStream.
Contact
ir@devvstream.com
Phone: (408) 365-4348