DevvStream Corp. filed SEC Form 8-K: Entry into a Material Definitive Agreement, 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): April 27, 2026

DEVVSTREAM CORP.

(Exact name of registrant as specified in its charter)

(647) 689-6041

(Registrant’s telephone number, including area code)

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:

Securities registered pursuant to Section 12(b) of the Act:

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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On April 27, 2026, in connection with the Offering described in Item 1.01 of this Current Report on Form 8-K (which description is incorporated by reference herein), the Company sold 250,025 Pre-Funded Warrants to Helena Partners Inc. for aggregate gross proceeds of $250,000. The Pre-Funded Warrants and the Warrant Shares issuable upon exercise thereof were offered and sold in reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended, and Rule 506(b) of Regulation D promulgated thereunder. Helena Partners Inc. represented to the Company that it is an “accredited investor” as defined in Rule 501(a) of Regulation D.

 

On April 27, 2026, DevvStream Corp. (the “Company”) entered into a Securities Purchase Agreement (the “SPA”) with Helena Partners Inc. (the “Investor”), pursuant to which the Company agreed to issue and sell to the Investor, in a private placement, pre-funded warrants (the “Pre-Funded Warrants”) to purchase an aggregate of 250,025 shares of the Company’s common shares (the “Warrant Shares”) at a purchase price of $0.9999 per Pre-Funded Warrant, for aggregate gross proceeds to the Company of $250,000 (the “Offering”).

 

Each Pre-Funded Warrant is immediately exercisable upon issuance, has no expiration date, and is exercisable at a nominal exercise price of $0.0001 per Warrant Share, either by cash payment or by cashless exercise. The Pre-Funded Warrants include customary anti-dilution adjustments and beneficial ownership limitations, which limit exercise to the extent that the Investor’s beneficial ownership of the Company’s common shares would exceed 4.99% (or, at the Investor’s election, up to 9.99%) following such exercise.

 

The Company intends to use the net proceeds from the Offering for general working capital purposes.

 

The Offering is exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to Section 4(a)(2) thereof and Rule 506(b) of Regulation D promulgated thereunder. The Investor represented to the Company that it is an “accredited investor” as defined in Rule 501(a) of Regulation D. The Pre-Funded Warrants and Warrant Shares have not been registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from registration.

 

Pursuant to the SPA, the Company has agreed to include the Warrant Shares as registrable securities for resale in the next registration statement filed by the Company with the U.S. Securities and Exchange Commission on or after the closing date of the Offering.

 

The foregoing description of the SPA and the Pre-Funded Warrant does not purport to be complete and is qualified in its entirety by reference to the full text of the SPA and the Form of Pre-Funded Warrant, copies of which are filed as Exhibits 10.1 and 4.1, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.

Forward-Looking Statements

 

 

(d) Exhibits:

 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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