ZENVIA announces plan to voluntary delist from the Nasdaq Capital Market and deregister with the U.S. Securities and Exchange Commission
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
News Market Reaction – ZENV
On the day this news was published, ZENV declined 66.13%, reflecting a significant negative market reaction. Argus tracked a trough of -37.5% from its starting point during tracking. Our momentum scanner triggered 25 alerts that day, indicating elevated trading interest and price volatility. This price movement removed approximately $85M from the company's valuation, bringing the market cap to $44M at that time. Trading volume was exceptionally heavy at 160.7x the daily average, suggesting significant selling pressure.
Data tracked by StockTitan Argus on the day of publication.
Key Figures
Market Reality Check
Peers on Argus
ZENV fell 1.19% while two momentum peers, NVNI and LPSN, also moved down (-4.96% and -0.73%), supporting a broader Technology/Application Software softness alongside company-specific delisting news.
Historical Context
| Date | Event | Sentiment | Move | Catalyst |
|---|---|---|---|---|
| Feb 18 | Nasdaq deficiency notice | Negative | -1.7% | Nasdaq notified Zenvia of failure to meet the $1 minimum bid rule. |
| Feb 03 | Debt earnout renegotiation | Positive | -4.6% | Movidesk earnout terms extended and partial debt-to-equity conversion option obtained. |
| Dec 01 | Operational streamlining | Positive | -1.7% | CPaaS unit spun off internally to focus on SaaS and AI growth initiatives. |
| Sep 15 | New CFO & IRO | Positive | -5.8% | Appointment of new CFO and Investor Relations Officer with tech investment background. |
| Sep 10 | Q2 2025 earnings | Negative | -25.5% | Strong revenue growth but steep margin compression and significant cash balance decline. |
Recent history shows repeated negative price reactions, including selloffs even after strategic or operational updates, suggesting a market bias toward caution around Zenvia headlines.
Over the last six months, Zenvia has faced operational restructuring, balance sheet renegotiations, and listing pressures. Q2 2025 results showed revenue growth but sharply weaker margins and cash. Leadership changes and a CPaaS spin-off were announced in late 2025. In February 2026, Zenvia renegotiated Movidesk’s earnout and then disclosed a Nasdaq minimum bid price deficiency. Today’s voluntary Nasdaq delisting and SEC deregistration plan follows this sequence of strain and repositioning.
Market Pulse Summary
The stock dropped -66.1% in the session following this news. 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 Terms
form 25 regulatory
form 15 regulatory
20-f regulatory
6-ks regulatory
over-the-counter market financial
AI-generated analysis. Not financial advice.
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
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
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
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.
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SOURCE ZENVIA
FAQ
Why is Zenvia (ZENV) voluntarily delisting from Nasdaq on March 19, 2026?
What happens to Zenvia shares after the planned March 19, 2026 delisting (ZENV)?
When will Zenvia (ZENV) file Form 25 and Form 15 with the SEC?
Does Zenvia (ZENV) risk involuntary Nasdaq delisting if it stays listed?
Will Zenvia (ZENV) continue SEC reporting after filing Form 15?
