DevvStream Corp. Files 8-K on Material Agreement & Delisting Notice

Ticker: DEVS · Form: 8-K · Filed: Aug 21, 2025 · CIK: 1854480

Sentiment: mixed

Topics: material-agreement, delisting-notice, corporate-action

TL;DR

DevvStream Corp. 8-K: Material agreement signed, but also got a notice about listing standards. Big changes ahead.

AI Summary

DevvStream Corp. filed an 8-K on August 21, 2025, reporting a material definitive agreement and a notice of delisting or failure to meet listing standards. The company, formerly known as Focus Impact Acquisition Corp. until March 31, 2021, is incorporated in Alberta, Canada, with its principal executive offices in Sacramento, California.

Why It Matters

This filing indicates significant corporate events, including a new material agreement and potential issues with its stock exchange listing, which could impact investors and the company's operational status.

Risk Assessment

Risk Level: high — The notice of delisting or failure to satisfy continued listing rules suggests significant financial or operational distress, posing a high risk to the company's market presence and investor confidence.

Key Numbers

Key Players & Entities

FAQ

What is the nature of the material definitive agreement entered into by DevvStream Corp. on or before August 15, 2025?

The filing does not specify the details of the material definitive agreement, only that it is an 'Entry into a Material Definitive Agreement'.

What specific listing rule or standard has DevvStream Corp. failed to satisfy, leading to the notice of delisting?

The filing states there was a 'Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard' but does not provide the specific rule or standard that was violated.

When did DevvStream Corp. change its name from Focus Impact Acquisition Corp.?

DevvStream Corp. changed its name from Focus Impact Acquisition Corp. on March 31, 2021.

Where are DevvStream Corp.'s principal executive offices located?

DevvStream Corp.'s principal executive offices are located at 2108 N St., Suite 4254, Sacramento, California 95816.

What is the SEC Act under which this 8-K form was filed?

This 8-K form was filed under the 1934 Act.

Filing Stats: 1,508 words · 6 min read · ~5 pages · Grade level 15 · Accepted 2025-08-21 16:05:55

Key Financial Figures

Filing Documents

01

Item 1.01 - Entry into a Material Definitive Agreement 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.

01

Item 3.01 Notice of Delisting or Failure to Satisfy Continued Listing Rule or Standard; Transfer of Listing. 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, 2

Forward-Looking Statements

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 "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.

Financial Statements and Exhibits

Financial Statements and Exhibits. (d) Exhibits: Exhibit No. Description 10.1 Amendment to Registration Rights Agreement. 104 Cover page Interactive Data File (embedded in the cover page formatted in Inline XBRL) 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. Dated: August 21, 2025 DEVVSTREAM CORP. By: /s/ David Goertz Name: David Goertz Title: Chief Financial Officer

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