ZENVIA announces plan to voluntary delist from the Nasdaq Capital Market and deregister with the U.S. Securities and Exchange Commission

Zenvia (NASDAQ:ZENV) notified Nasdaq of a voluntary plan to delist its Class A common shares and intends to deregister with the SEC.

Rhea-AI Summary

Zenvia (NASDAQ:ZENV) notified Nasdaq of a voluntary plan to delist its Class A common shares and intends to deregister with the SEC. The company cited costs of SEC reporting, limited U.S. trading liquidity and uncertainty about regaining the $1.00 minimum bid price as reasons. Key dates include: notice filed Feb 25, 2026; Form 25 planned Mar 9, 2026; delisting and Form 15 planned effective Mar 19, 2026. Post-delisting trading may be limited to OTC markets or private sales; filings could be suspended upon Form 15 filing.

Positive

• Planned cessation of SEC reporting reduces public company compliance burden
• Company retains right to postpone or withdraw filings before effectiveness
• Clear timetable provided with planned effective delisting date of March 19, 2026

Negative

• Received Nasdaq notice about sub-$1.00 minimum bid on February 18, 2026
• Planned deregistration will suspend duty to file Form 20-F and Form 6-K upon Form 15
• Shares may trade only OTC or via private sales, limiting liquidity for shareholders
• Possible involuntary delisting risk if Nasdaq requirements remain unmet

Argus Feb 25 session

-66.13% close to close Open Argus

Details

News Market Reaction – ZENV

On Feb 25, the day this news came out, ZENV closed 66.13% below the previous close.

Data tracked by StockTitan Argus for the Feb 25 session.

Market Context

On Feb 25, the day this news came out, the stock closed 66.1% below the previous close. A negative r...

Analysis

On Feb 25, the day this news came out, the stock closed 66.1% below the previous close. A negative reaction despite the decision being framed as voluntary would fit a pattern where investors respond cautiously to reduced transparency and liquidity. Leaving the Nasdaq Capital Market and deregistering from the SEC typically limits trading venues and reporting, which can pressure valuations. Given prior sensitivity to regulatory and strategic updates, a pronounced decline could have reflected concern about exit options and future price discovery in a less liquid environment.

Key Figures

Minimum bid price: US$1.00 per share Notice to Nasdaq: February 25, 2026 Form 25 filing date: March 9, 2026 +2 more

Minimum bid price

US$1.00 per share

Nasdaq continued listing requirement cited as deficiency trigger

Notice to Nasdaq

February 25, 2026

Date Zenvia notified Nasdaq of voluntary delisting decision

Form 25 filing date

March 9, 2026

Planned filing date for Nasdaq delisting with SEC

Delisting effective date

March 19, 2026

Planned effective date for delisting from Nasdaq

Form 15 filing date

March 19, 2026

Planned filing date for SEC deregistration and report suspension

Historical Context

5 past events · Latest: Feb 18

5 events

1. Feb 18

   Nasdaq deficiency notice

   24h Move

   -1.7%

   Nasdaq notified Zenvia of failure to meet the $1 minimum bid rule.

2. Feb 03

   Debt earnout renegotiation

   24h Move

   -4.6%

   Movidesk earnout terms extended and partial debt-to-equity conversion option obtained.

3. Dec 01

   Operational streamlining

   24h Move

   -1.7%

   CPaaS unit spun off internally to focus on SaaS and AI growth initiatives.

4. Sep 15

   New CFO & IRO

   24h Move

   -5.8%

   Appointment of new CFO and Investor Relations Officer with tech investment background.

5. Sep 10

   Q2 2025 earnings

   24h Move

   -25.5%

   Strong revenue growth but steep margin compression and significant cash balance decline.

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Key Terms

form 25, form 15, 20-f, 6-ks, +1 more

5 terms

form 25 regulatory

"March 9, 2026 (planned) | Filing of Form 25 with the SEC for delisting..."

A Form 25 is an official filing with the U.S. Securities and Exchange Commission used to remove a company's stock or other security from a national exchange list. Investors should care because delisting often means less visibility, lower trading volume and wider price swings—similar to a product moving from a major supermarket to a small local market, which can make buying, selling and valuing the security more difficult.

form 15 regulatory

"March 19, 2026 (planned) | Filing of Form 15 with the SEC for deregistration..."

A Form 15 is a short filing a public company uses with the U.S. Securities and Exchange Commission to stop or pause its routine public reporting requirements when it meets certain legal thresholds (such as a low number of public shareholders) or other qualifying conditions. Investors should care because filing one typically means less public financial information and lower trading liquidity—similar to a shop taking down its public notice board, making it harder to track performance and buy or sell shares.

20-f regulatory

"including 20-F and 6-ks) becomes effective immediately upon filing of Form 15."

A 20-F is an annual report that a non‑U.S. company files with U.S. regulators when its securities trade in the U.S.; it provides audited financial statements, business description, risk factors, and governance details. Investors use it like a comprehensive instruction manual—equivalent to a domestic company’s annual report—to assess a foreign issuer’s financial health, strategy, and risks before buying or holding its stock.

6-ks regulatory

"including 20-F and 6-ks) becomes effective immediately upon filing of Form 15."

Form 6-Ks are official reports that foreign companies with U.S.-listed shares send to U.S. regulators to disclose material news, financial updates, or other important documents between regular filings. Think of them as a company’s rapid news bulletin; investors rely on 6-Ks to catch timely, official information—such as earnings revisions, contracts, or legal developments—that can affect a stock’s value before the next scheduled report.

over-the-counter market financial

"potentially on an over-the-counter market. There is no guarantee, however, that a broker..."

A market where securities are bought and sold directly between dealers and brokers instead of on a centralized stock exchange. Think of it like a neighborhood bazaar compared with a big supermarket: prices and rules can vary, oversight is lighter, and some instruments are harder to trade or riskier. Investors care because OTC listings can offer access to small or specialized investments but often come with higher price volatility, lower liquidity, and greater information risk.

AI-generated analysis. How Rhea-AI works. Not financial advice.

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

SÃO PAULO, Feb. 25, 2026 /PRNewswire/ -- Zenvia announces that it has notified the Nasdaq Stock Market LLC ("Nasdaq") of its decision to voluntarily delist its Class A common shares from the Nasdaq Capital Market and that it intends to submit an application for deregistration with the U.S. Securities and Exchange Commission ("SEC"). Plans regarding the delisting and deregistration are as follows:

1. Reasons for Delisting and Deregistration:

The voluntary decision to delist Zenvia's Class A common shares from Nasdaq and to cease to be an SEC reporting company was taken following Zenvia's board of directors review and consideration of a number of factors, including but not limited to, assessing the costs and benefits associated with being a publicly traded company, including the significant accounting, legal and other costs associated with remaining an SEC reporting company and the lack of an active trading market for Zenvia's securities which limited Zenvia's ability to rely on the U.S. public capital markets as a source of funding and liquidity. In addition, Zenvia considered the uncertainties of being able to regain and maintain compliance with the Nasdaq requirements for continued listing. On February 18, 2026, Zenvia issued a press release announcing that it had received a written notification from Nasdaq indicating that Zenvia no longer meets the continued listing requirements of maintaining a minimum bid price of US$1.00 per share of Zenvia's Class A common shares. There is no assurance that Zenvia will be able to comply with this requirement and if Zenvia fails to regain and maintain compliance with the Nasdaq requirements for continued listing, Nasdaq could take action to delist Zenvia's Class A common shares involuntarily.

2. Upon delisting from Nasdaq, Zenvia's Class A common shares will not be listed on any exchange and any trading in Class A common shares would only occur in privately negotiated sales and potentially on an over-the-counter market. There is no guarantee, however, that a broker will make a market in Zenvia's Class A common shares and that trading thereof will occur on an OTC market or otherwise.

3. Planned schedule for Delisting from Nasdaq and Deregistration with the SEC:

February 25, 2026	Notice of voluntary delisting to NASDAQ.
March 9, 2026 (planned)	Filing of Form 25 with the SEC for delisting of Class A common shares from NASDAQ
March 19, 2026 (planned)	Delisting from NASDAQ to become effective.
March 19, 2026  (planned)	Filing of Form 15 with the SEC for deregistration with the SEC. Suspension of the duty to file reports under the Securities Exchange Act of 1934, as amended (including 20-F and 6-ks) becomes effective immediately upon filing of Form 15.

     Zenvia reserves its right in all aspects to postpone or withdraw the above filings prior to their effectiveness; if necessary, Zenvia will make any further announcement as required by the Nasdaq listing standards and other applicable laws.

Additional information regarding Zenvia can be found at https://investors.zenvia.com.

Contacts
Investor Relations
Piero Rosatelli
ir@zenvia.com   

About ZENVIA

Zenvia (NASDAQ: ZENV) is a technology company that offers end-to-end Artificial Intelligence (AI) solutions for customer experience (CX), enabling businesses to sell more and provide better service across all digital channels, with a particular focus on WhatsApp, Instagram, and TikTok. With 22 years of expertise, over 10,000 clients, and a presence throughout Latin America, Zenvia empowers businesses across all sectors to strengthen their brands, increase sales, and improve customer service. This results in greater operational efficiency, productivity, and outcomes – all in one place. To learn more, visit our website and follow our profiles on LinkedIn, Instagram, TikTok, and YouTube.

Forward-Looking Statements

This current report on Form 6-K contains forward-looking statements within the meaning of the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements were based on current expectations, estimates, forecasts, and projections, as well as the beliefs and assumptions of management. Words such as "expect," "anticipate," "should," "believe," "plan," "hope," "target," "project," "goals," "estimate," "potential," "predict," "may," "will," "might," "could," "intend," variations of these terms or the negative of these terms and similar expressions are intended to identify these statements. Forward-looking statements are subject to a number of risks and uncertainties, many of which involve factors or circumstances that are beyond Zenvia's control, including those under "Risk Factors" on Zenvia`s annual report on Form 20-F. There may be additional risks that Zenvia currently believes are immaterial that could also cause actual results to differ from those contained in the forward-looking statements. Given these risks, uncertainties, and other factors, you should not place undue reliance on these forward-looking statements, and Zenvia assumes no obligation to update these forward-looking statements.

 

View original content:https://www.prnewswire.com/news-releases/zenvia-announces-plan-to-voluntary-delist-from-the-nasdaq-capital-market-and-deregister-with-the-us-securities-and-exchange-commission-302696333.html

SOURCE ZENVIA

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

Why is Zenvia (ZENV) voluntarily delisting from Nasdaq on March 19, 2026?

Zenvia is delisting to address significant SEC reporting costs and limited U.S. trading liquidity. According to the company, the board cited high accounting, legal and other costs and uncertainty about regaining the $1.00 minimum bid price as key factors.

What happens to Zenvia shares after the planned March 19, 2026 delisting (ZENV)?

After delisting, Zenvia Class A shares will not be exchange-listed and may trade OTC or via private sales. According to the company, there is no guarantee a broker will make a market or that OTC trading will develop.

When will Zenvia (ZENV) file Form 25 and Form 15 with the SEC?

Zenvia plans to file Form 25 on March 9, 2026 and file Form 15 effective March 19, 2026. According to the company, Form 15 filing will suspend the duty to file periodic reports under the Exchange Act immediately upon filing.

Does Zenvia (ZENV) risk involuntary Nasdaq delisting if it stays listed?

Yes; Zenvia noted Nasdaq informed it failed to meet the $1.00 minimum bid requirement and that failure to regain compliance could prompt involuntary delisting. According to the company, there is no assurance it can regain compliance.

Will Zenvia (ZENV) continue SEC reporting after filing Form 15?

No; filing Form 15 is intended to suspend Zenvia's obligation to file Exchange Act reports such as Form 20-F and 6-K. According to the company, the suspension becomes effective immediately upon Form 15 filing.