DevvStream Corp 8-K, filed Sep 24, 2026
DevvStream Corp. (DEVSF)
8-K
2026-09-24
For: 2026-09-21
View Original
Added on
September 24, 2026
About this 8-K
DevvStream Corp filed this 8-K on September 24, 2026, reporting on events of September 21, 2026.
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): September 21, 2026
(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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OTCPK
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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 September 21, 2026, DevvStream Corp. (the “Company”) entered into a First Amendment to
Securities Purchase Agreement (the “Amendment”) with EEME Energy SPV I LLC (“EEME”) and Southern Energy Renewables, Inc. (“Southern”).
The Amendment amends the Securities Purchase Agreement dated June 30, 2026 (the “Original SPA”). Under the Original SPA, EEME agreed to purchase from the Company $1,000,000 of the Company’s common shares (the “Common Shares”) at a purchase price of $0.28683 per share, which represented 90% of the 15-day VWAP and a 10% discount, resulting in the issuance of 3,486,386 Common Shares to EEME. EEME has paid only $161,000 to
date. Under the Amendment, in exchange for the $161,000 previously funded, EEME shall retain 561,308 Common Shares at the original purchase price of $0.28683 per share, and the remaining 2,925,078 Common Shares shall be cancelled.
The Amendment further provides that EEME shall pay the Company an additional $200,000 by September 29, 2026, by wire transfer of
immediately available funds, and, promptly, upon the Company’s receipt of such payment, the Company shall issue to EEME 1,120,448 Common Shares at a purchase price of $0.1785 per share, which represents 85% of the 15-day VWAP.
Pursuant to the terms of the Original SPA, EEME agreed to advance $5,000,000 to the Company and, promptly after receiving such funds,
the Company agreed to advance such funds to Southern. Of such $5,000,000, EEME has funded $1.64 million to the Company, which the Company advanced to Southern. The Amendment terminates all further funding obligations, including any additional advance
amounts, pursuant to the Original SPA.
The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full
text of the Amendment, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
| 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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First Amendment to Securities Purchase Agreement, dated as of September 21, 2026, by and among DevvStream Corp., EEME Energy SPV I LLC and Southern Energy Renewables, Inc.
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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: September 24, 2026
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DEVVSTREAM CORP.
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By:
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/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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Exhibit 10.1
FIRST AMENDMENT TO SECURITIES PURCHASE AGREEMENT
This First Amendment to Securities Purchase Agreement (this “Amendment”) is entered into as of September 21, 2026, by and among DEVVSTREAM CORP., an Alberta corporation (“DEVS”), EEME ENERGY SPV I LLC, a Wyoming
limited liability company (“EEME”) and SOUTHERN ENERGY RENEWABLES, INC., a Louisiana corporation (“Southern”). DEVS, EEME and Southern are each referred to herein as a
“Party” and collectively as the “Parties.”
RECITALS
| A. |
On June 30, 2026, the Parties entered into that certain Securities Purchase Agreement (as may be amended, restated, supplemented, or otherwise modified from time to
time, the “Agreement”).
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| B. |
Under Section 1(b) of the Agreement, EEME agreed to purchase from DEVS $1,000,000 of DEVS Common Shares at a purchase price of $0.28683 per share (the “Purchase
Price”), which was 90% of the 15-day VWAP (providing EEME a 10% discount for agreeing to fund the full $1,000,000), resulting in the issuance of 3,486,386 Common Shares to EEME, all of which shares have been issued by DEVS to EEME.
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| C. |
However, EEME has only paid $161,000 of the Purchase Price to date.
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| D. |
The Parties wish to reflect that, in exchange for such $161,000, EEME shall be entitled to retain 561,308 Common Shares (at the original price per share of $0.28683)
and the Parties further wish to cancel the remaining 2,925,078 Common Shares that EEME originally received pursuant to the Agreement.
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| E. |
Furthermore, the Parties have agreed that in exchange for the payment of an additional $200,000 in accordance with this Amendment, the Company will issue to EEME
1,120,448 Common Shares, at a purchase price per share of $0.1785, which is 85% of the 15-day volume weighted average price of the Common Shares.
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| F. |
Furthermore, under Section 1(a) of the Agreement, EEME agreed to advance $5,000,000 to DEVS and, promptly after receiving such funds, DEVS agreed to advance such funds
to Southern.
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| G. |
Of such $5,000,000, EEME has funded $1.64 million to DEVS, which DEVS has paid to Southern.
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| H. |
The Parties now wish to terminate all further obligations to fund any further amounts under Section 1(a) of the Agreement.
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| I. |
Section 7(i) of the Agreement provides that the Agreement may be amended by mutual written agreement of the Parties.
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NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
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AGREEMENT
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Definitions. Capitalized terms used
but not defined in this Amendment shall have the meanings ascribed to such terms in the Agreement.
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| 2. |
Amendment to Section 1(b) of the Agreement. Section 1(b) of the Agreement is hereby amended as follows:
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| (a) |
In exchange for the $161,000 that EEME previously funded to the Company pursuant to the Agreement, EEME shall be entitled to retain 561,308 Common Shares (at the
original price per share of $0.28683);
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| (b) |
Other than as set forth in subsection 2(e) below, EEME shall not be required to fund any additional capital to the Company;
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| (c) |
The Company shall promptly cancel the remaining 2,925,078 Common Shares that EEME originally received pursuant to the Agreement (the “Cancelled Shares”);
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| (d) |
DEVS is hereby authorized to take all actions necessary to effectuate such cancellation, including instructing Continental Stock Transfer & Trust Company, its
transfer agent (the “Transfer Agent”), to cancel the Cancelled Shares; and
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| (e) |
EEME shall promptly (and in any event by September 29, 2026) pay to the Company $200,000, by wire transfer of immediately available funds in accordance with wire
instructions provided by DEVS, and, in exchange for such payment, promptly upon receipt of such payment, the Company shall issue to EEME 1,120,448 Common Shares, at a purchase price per share of $0.1785.
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| 3. |
Amendment to Section 1(a) of the Agreement. The Parties hereby release each other from any further funding obligations under Section 1(a) of the Agreement.
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| 4. |
Effect on the Agreement. Except as
expressly amended by this Amendment, the Agreement shall remain in full force and effect and is hereby ratified and confirmed in all respects. This Amendment is a part of the Agreement and is subject to all of the terms and conditions
thereof. On and after the date hereof, each reference in the Agreement to “this Agreement,” “hereunder,” “herein,” “hereof” or words of like import referring to the Agreement shall mean and be a reference to the Agreement as amended by this
Amendment.
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| 5. |
Governing Law. This Amendment shall
be governed by, and construed in accordance with, the laws of the State of Delaware, without regard to its conflict of laws principles, consistent with Section 7(e) of the Agreement.
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| 6. |
Counterparts. This Amendment may be
executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page to this Amendment by facsimile
or other electronic transmission shall be effective as delivery of a manually executed counterpart of this Amendment.
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| 7. |
Entire Agreement. The Agreement, as
amended by this Amendment, together with all exhibits and schedules thereto, constitutes the entire agreement among the Parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, both oral and
written, among the Parties with respect to such subject matter.
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[Signature Page Follows]
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IN WITNESS WHEREOF, the Parties have executed this First Amendment to Securities Purchase Agreement as of the date first written above.
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DEVVSTREAM CORP.
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By:
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Name:
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Title:
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EEME ENERGY SPV I LLC
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By:
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Name:
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Title:
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SOUTHERN ENERGY RENEWABLES, INC.
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By:
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Name:
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Title:
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