DevvStream Corp 8-K, filed Aug 21, 2025
DevvStream Corp. (DEVSF)
8-K
2025-08-21
For: 2025-08-15
View Original
Added on
April 12, 2026
About this 8-K
DevvStream Corp filed this 8-K on August 21, 2025, reporting on events of August 15, 2025.
Items reported
- Item 1.01: Entered into a material agreement
- Item 3.01: Delisting notice or listing transfer
- 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 15, 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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(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. ☐
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Item 1.01
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- Entry into a Material Definitive Agreement
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As previously reported, on July 18, 2025, DevvStream Corp. (the “Company”) entered into a
Securities Purchase Agreement (the “Purchase Agreement”) with Helena Global Investment Opportunities 1 Ltd. (the “Buyer”). Pursuant to the Purchase Agreement, subject to
certain conditions precedent contained therein, the Company may sell to the Buyer up to an aggregate of $300 million in newly issued senior secured convertible notes (the “Notes”). The Notes are convertible
into Common Shares with no par value (“Common Shares”) of the Company
Also as previously reported, in connection with the Securities Purchase Agreement, the Company entered into a registration rights
agreement with Helena, also dated as of July 18, 2025 (the “Registration Rights Agreement”), pursuant to which the Company agreed to file a resale registration statement (the “Initial
Registration Statement”) by no later than August 18, 2025 to register the resale of the Common Shares underlying the Notes.
On August 18, 2025, the Company and Helana amended the Registration Rights Agreement to provide the Company a one-week extension to file
the to file the Initial Registration Statement.
The foregoing description of the Amendment to the Registration Rights Agreement does not purport to be complete and is qualified in its
entirety by the full text of the Amendment to the Registration Rights Agreement attached as Exhibit 10.1 hereto.
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Notice of Delisting or Failure to Satisfy Continued Listing Rule or Standard; Transfer of Listing.
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As previously disclosed, on February 12, 2025, the Company received a letter (the “Minimum Bid Notice”)
from The Nasdaq Stock Market, LLC (the “Nasdaq”) notifying the Company that, because the closing bid price for its Common Shares has been below $1.00 per share for 30 consecutive business days, it no longer
complied with the minimum bid price requirement for continued listing on the Nasdaq Capital Market. Nasdaq Listing Rule 5550(a)(2) requires listed securities to maintain a minimum bid price of $1.00 per share (the “Minimum
Bid Price Requirement”) and Listing Rule 5810(c)(3)(A) provides that a failure to meet the Minimum Bid Price Requirement exists if the deficiency continues for a period of 30 consecutive business days. Nasdaq provided the Company with 180
days, or until August 13, 2025, to regarding compliance (the “Compliance Deadline”).
As of August 15, 2025, the Company had not regained compliance with the Minimum Bid Price Requirement. As such, on August 15, 2025, the
Company received a new letter (the “Delisting Notice”) from Nasdaq notifying the Company that, as a result of the Company’s failure to regain compliance with the Minimum Bid Price Requirement by the Compliance
Deadline, Nasdaq has determined to delist the Company’s Common Shares from the Nasdaq Capital Market. Furthermore, Nasdaq informed the Company that it is not eligible for a second 180-day period to regain compliance because the Company does not
comply with any of the stockholders’ equity initial listing requirements of the Nasdaq Capital Market and thus does not comply with the applicable initial listing requirements that the Company must meet to qualify for a second grace period as per
Listing Rule 5810(c)(3)(A)(ii).
Accordingly, unless the Company submits an appeal of the delisting determination to Nasdaq by no later than 4:00 p.m. Eastern Time on
August 22, 2025(the “Appeal Deadline”), Nasdaq has informed the Company that its Common Shares will be scheduled for delisting from The Nasdaq Capital Market and will be suspended at the opening of business on
August 26, 2025, and a Form 25-NSE will be filed with the Securities and Exchange Commission (the “SEC”), which will remove the Company’s securities from listing and registration on The Nasdaq Stock Market.
The Company currently intends to appeal Nasdaq’s determination to a hearings panel (the “Hearings Panel”),
pursuant to the procedures set forth in the Nasdaq Listing Rule 5800 Series, by no later than the Appeal Deadline, unless, prior to the Appeal Deadline, Nasdaq provides the Company with a compliance letter indicating that the Company has regained
compliance with the Minimum Bid Price Requirement, of which there can be no assurances.
As previously disclosed, on August 7, 2025, 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 Reverse Stock Split was effective on Friday, August 8, 2025 (the “Effective Date”), with the Common Shares trading on Nasdaq on a reverse
split-adjusted basis on August 8, 2025.
Since the Effective Date of the Reverse Stock Split, the Company’s Common Shares have been trading above the Minimum Bid Price
Requirement. As such, while no assurances can be made, the Company expects to regain compliance on August 22, 2025 by exceeding the Minimum Bid Price Requirement for ten (10) business days. Once compliance is regained, of which there can be no
assurances, the Company anticipates that Nasdaq will provide the Company with written confirmation that it has regained compliance and that the Delisting Notice will be withdrawn.
Forward-Looking Statements
This Form 8-K contains certain “forward-looking statements” within the meaning of the United States Private Securities Litigation Reform Act of 1995. All
statements other than statements of historical fact contained in this Form 8-K are forward-looking statements. Some of these forward-looking statements can be identified by the use of forward-looking words, including “may,” “should,” “expect,”
“intend,” “will,” “anticipate,” “believe,” “predict,” “plan,” “targets,” “projects,” “could,” “would,” “continue,” or the negatives of these terms or variations of them or similar expressions. All forward-looking statements are subject to risks,
uncertainties and other factors that could cause actual results to differ materially from those expressed or implied by such forward-looking statements. All forward-looking statements are based upon estimates, forecasts and assumptions that, while
considered reasonable by the Company and its management, are inherently uncertain and many factors may cause the actual results to differ materially from current expectations which include, but are not limited to the risks and uncertainties set forth
under the sections entitled “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” in the Company's Form 10-K, Form 10-Q, and other filings with the SEC, as such factors may be updated from time to time in the Company's filings
with the SEC. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. You should not place undue reliance on
forward-looking statements, which speak only as of the date they are made and the Company does not undertake any duty to update these forward-looking statements, except as otherwise required by law.
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Item 9.01
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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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Amendment to Registration Rights 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: August 21, 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 TO REGISRTATION RIHGTS AGREEMENT
This AMENDMENT TO REGISTRATION RIGHTS AGREEMENT (this “Amendment”), is entered into as of August 18, 2025 (the “Amendment Date”), by and between DevvStream Corp., an
Alberta company (the “Company”), and Helena Global Investment Opportunities 1 Ltd., a Cayman Islands exempted company (“Helana”).
WHEREAS:
WHEREAS, the Company and
Helana entered into that certain Registration Rights Agreement dated July 18, 2025 (the “Agreement”);
WHEREAS, the Agreement was
made pursuant to the Securities Purchase Agreement, dated as of July 18, 2025, by and between the Company and Helena (the “Securities Purchase Agreement”); and
WHEREAS, the parties to the
Agreement desire to amend the Agreement to provide an extension of time to file the Initial Registration Statement as set forth herein.
NOW THEREFORE, the Company and
Helena hereby agree as follows:
1. Amendment to the
Definition of Filing Deadline: The definition of the term “Filing Deadline” in Section 1(d) of the Agreement is hereby deleted and replaced in its entirety by the following:
“Filing Deadline” means: (i) with respect to the Initial Registration
Statement required to be filed pursuant to Section 2(a), on or before August 25, 2025; and (ii) with respect to any Subsequent Registration Statements that may be required to be filed by
the Company pursuant to this Agreement, the thirtieth (30th) calendar day following the sale of substantially all of the Registrable Securities included in the Initial Registration Statement or the most recent prior Subsequent Registration
Statement, as applicable, or such other date as permitted by the SEC.
2. No Further Amendments. Except as expressly amended and restated hereby, the Agreement
is in all respects ratified and confirmed, and all the terms, conditions and provisions thereof shall remain in full force and effect. This Amendment is limited precisely as written and shall not be deemed to be an amendment to any other term or
condition of the Agreement or any of the documents referred to therein.
3. Effect of Amendment. Each party hereto shall be bound by the terms of this Amendment.
From and after the execution of this Amendment by the parties hereto, any reference to the Agreement shall be deemed a reference to the Agreement as amended and restated hereby.
4. Counterparts. This Amendment may be executed in two or more counterparts (including by
facsimile or other electronic means), all of which shall be considered one and the same agreement and shall become effective when counterparts have been signed by each of the parties and delivered to the other party, it being understood that each
party need not sign the same counterpart.
5. Severability. Whenever possible, each provision or portion of any provision of this
Amendment shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision or portion of any provision of this Amendment is held to be invalid, illegal or unenforceable in any respect under any applicable
law or rule in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other provision or portion of any provision in such jurisdiction, and this Amendment shall be reformed, construed and enforced in such jurisdiction
as if such invalid, illegal or unenforceable provision or portion of any provision had never been contained herein.
6. Governing Law. This Amendment and all disputes or controversies arising out of or
relating to this Amendment or the transactions contemplated hereby shall be governed by, and construed in accordance with, the laws of the State of Delaware.
7.Capitalized Terms. Capitalized terms used herein or in the Agreement hereto but not
otherwise defined shall have the meanings ascribed to them in the Agreement or the Securities Purchase Agreement.
8. Headings. The headings used in this Amendment are inserted for purposes of convenience
of reference only and shall not limit or define the meaning of any provisions of this Amendment.
[Signature page follows]
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IN WITNESS WHEREOF, the undersigned Investor and the Company have caused this Amendment to be duly executed as of the date first above written.
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DEVVSTREAM CORP.
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By: /s/ Sunny Trinh
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Name:
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Sunny Trinh
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Title:
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Chief Executive Officer
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HELENA GLOBAL INVESTMENT OPPORTUNITIES 1 LTD.
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By: /s/ Jeremy Weech
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Name: Jeremy Weech
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Title: Managing Partner
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