DevvStream Corp 8-K, filed Nov 3, 2025
DevvStream Corp. (DEVSF)
8-K
2025-11-03
For: 2025-10-28
View Original
Added on
April 12, 2026
About this 8-K
DevvStream Corp filed this 8-K on November 3, 2025, reporting on events of October 28, 2025.
Items reported
- Item 1.01: Entered into a material agreement
- 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): October 28, 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 1.01 |
Entry into a Material Definitive Agreement.
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On October 28, 2025, DevvStream Inc., a corporation organized under the laws of Delaware “DevvStream”) and a
wholly owned subsidiary of DevvStream Corp., an Alberta company (the “Company”), and Devvio, Inc., a corporation organized under the laws of Delaware (“Devvio”) entered
into a fourth amendment (the “Amendment”) to that Strategic Partnership Agreement dated November 28, 2021, as amended by (i) Amendment No. 1 dated November 30, 2021, (ii) Amendment No. 2 dated September 12,
2023, and (iii) Amendment No. 3 dated July 8, 2024 (collectively, the “Strategic Partnership Agreement”).
The Amendment provides that the existing rights and obligations under the Strategic Partnership Agreement, with the exception of confidentiality obligations and the obligations set forth in the Amendment, are fully settled, discharged and of no further force or effect. The Amendment
establishes a Strategic Token Program between the parties whereby DevvStream agrees to purchase DevvE tokens annually in the amount of $1,000,000 in 2025 and $1,270,00 in each of 2026 and 2027 (each such amount, the “Purchase
Amount”). In exchange, and as part of the Strategic Token Program, DevvStream shall receive warrants to acquire additional DevvE tokens equal to twenty-five percent (25%) of the Purchase Amount which shall be exercisable at the same 10-day
VWAP price that was used to determine the number of tokens purchased.
The foregoing summary of the Amendment is not complete and is qualified in its entirety by reference to the Amendment, which is filed herewith as Exhibit
10.1 and incorporated by reference herein.
| 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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Fourth Amendment to Strategic Partnership Agreement.
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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: November 3, 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 10.1
Amendment No. 4 to Strategic Partnership Agreement
This Amendment No. 4 to Strategic Partnership Agreement (this “Amendment”) is entered into as of October 28, 2025, by and between:
Devvio, Inc., a corporation organized under the laws of Delaware, with an address at 6300 Riverside Plaza Lane NW, Suite 100, Albuquerque, New Mexico 87120 (“Devvio”);
and
DevvStream Corp., a corporation organized under the laws of Alberta, Canada, with an address at 1700, 421 7th Avenue SW, Calgary, Alberta, Canada T2P 4K9 (“DevvStream”).
Devvio and DevvStream are hereinafter collectively referred to as the “Parties” and individually as a “Party.”
RECITALS
WHEREAS, the Parties entered into a Strategic Partnership Agreement dated November 28, 2021 (the “Original Agreement”), as amended by (i) Amendment No. 1 dated November
30, 2021, (ii) Amendment No. 2 dated September 12, 2023, and (iii) Amendment No. 3 dated July 8, 2024 (collectively, the “Prior Amendments”);
WHEREAS, the Parties now wish to amend to immediately terminate any future obligations under the Strategic Partnership Agreement, as amended (collectively, the “Strategic
Partnership Agreement”);
WHEREAS, the Parties wish to enter into a new token-based collaboration (the “Strategic Token Partnership”); and
WHEREAS, the Parties desire to formalize their mutual understanding that all existing rights and obligations under the Strategic Partnership Agreement, with the exception
of obligations under Section 2.3, are fully settled, discharged, and of no further force or effect.
1. Termination and Replacement
1.1 Execution Timing. The Parties acknowledge and agree that this Amendment and the new Strategic Token Partnership Agreement (the “New Agreement”) shall be executed
concurrently. The intent of this Amendment is to terminate the existing Strategic Partnership Agreement and replace it immediately with the New Agreement, such that there is no lapse or interruption in the contractual relationship between the
Parties.
1.2 Termination of Strategic Partnership Agreement. Effective as of the date hereof, the Strategic Partnership Agreement is hereby terminated with the exception of
obligations under Section 2.3. No further payments, obligations, or performance shall be required by either Party under the Strategic Partnership Agreement, except for survival of confidentiality per Section 2.3. A Party shall be entitled to keep
any previous payments or stock grants made to them.
2. Mutual Release
2.1 Release by DevvStream. DevvStream hereby fully and forever releases, remises, and discharges Devvio and its affiliates, successors, and assigns from any and all
claims, liabilities, obligations, or causes of action arising out of or related to the Strategic Partnership Agreement, except for obligations under Section 2.3.
2.2 Release by Devvio. Devvio hereby fully and forever releases, remises, and discharges DevvStream and its affiliates, successors, and assigns from any and all claims,
liabilities, obligations, or causes of action arising out of or related to the Strategic Partnership Agreement, except for obligations under Section 2.3.
2.3 Survival of Confidentiality. The confidentiality obligations contained in Part 6 (Confidentiality) of the Original Agreement shall survive termination solely with
respect to Confidential Information disclosed prior to the effective date of this Amendment.
3. Strategic Token Partnership Terms
3.1 Token Purchase Program. DevvStream shall purchase DevvE tokens annually in the amount of USD $1,000,000 in 2025; and 1,270,000 for each of 2026 and 2027, payable in
U.S. dollars or equivalent tokens at a price per token equal to the 10-day volume-weighted average price (VWAP) immediately preceding each purchase date (or such comparable pricing mechanism customarily used for transactions of this type). The
first purchase shall occur within 30 days of this Amendment, and subsequent purchases shall occur on each anniversary thereof. Notwithstanding the foregoing, if the DevvE token ceases to exist, is permanently delisted, or is otherwise no longer
capable of being lawfully issued, traded, or transferred, DevvStream shall have no obligation to make any further token purchases or payments under this Section 3.1.
3.2 DevvE Warrants. For each annual token purchase, DevvStream shall receive warrants to acquire additional DevvE tokens equal to 25 percent of the primary purchase
amount, exercisable at the same 10-day VWAP price used for the related primary purchase, for a period of three (3) years from each purchase date.
3.3 Collaboration and Support. The Parties will cooperate on technical integration, joint marketing, ESG impact-tool co-development, and governance participation through
a joint working group established within 30 days of this Amendment.
4. Non-Exclusivity
Each Party acknowledges that this collaboration is non-exclusive, and that both Parties may pursue independent relationships with third parties in the ESG,
sustainability, and blockchain sectors.
5. Miscellaneous
5.1 Entire Agreement. This Amendment constitutes the entire understanding between the Parties regarding the subject matter hereof and supersedes all prior agreements,
whether written or oral.
5.2 Governing Law. This Amendment shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to conflict-of-law principles.
5.3 Counterparts. This Amendment may be executed in counterparts (including electronically), each of which shall be deemed an original, and all of which together shall
constitute one and the same instrument.
IN WITNESS WHEREOF, the Parties have executed this Amendment as of the Effective
Date first written above.
DEVVIO, INC.
By: /s/Tom Anderson
Name: Tom Anderson
Title: Chief Executive Officer
DEVVSTREAM CORP.
By: /s/ Sunny Trinh
Name: Sunny Trinh
Title: Chief Executive Officer