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Nasdaq warns DevvStream (DEVS) on $1 bid rule as hearing planned

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

DevvStream Corp. reports that Nasdaq has notified the company it is no longer in compliance with Nasdaq Listing Rule 5450(a)(1), which requires a minimum bid price of $1.00 per share. The company’s common shares closed below this level for 30 consecutive business days from February 23, 2026 to April 6, 2026.

Because DevvStream previously completed a reverse stock split within the past year, Nasdaq rules do not allow an automatic grace period. The company plans to request a hearing before a Nasdaq Hearings Panel, which will temporarily prevent suspension or delisting while the panel reviews the case. DevvStream cautions that there is no assurance it will regain compliance or maintain its Nasdaq listing.

Positive

  • None.

Negative

  • Nasdaq noncompliance and delisting risk: DevvStream’s shares traded below the $1.00 minimum bid for 30 consecutive business days, triggering Nasdaq Listing Rule 5450(a)(1) noncompliance and creating a significant risk of eventual suspension or delisting if compliance is not restored after the hearings process.

Insights

Nasdaq bid-price noncompliance raises real listing risk for DevvStream.

DevvStream Corp. has fallen out of compliance with Nasdaq’s $1.00 minimum bid rule after 30 straight business days below this level. Because it already completed a reverse split in the prior year, it is not eligible for the standard automatic compliance period.

The company plans to request a hearing before a Nasdaq Hearings Panel, which keeps trading active on Nasdaq while the case is reviewed. However, the company explicitly notes there is no assurance the panel will allow continued listing or that compliance will be regained, underscoring a meaningful risk of eventual suspension or delisting if conditions do not improve.

If the listing is ultimately not maintained, trading could move to a different market with potentially lower liquidity and visibility. Subsequent company disclosures will clarify whether compliance is restored or whether Nasdaq proceeds toward suspension or delisting after the panel decision.

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing Securities
The company received a delisting notice or transferred its listing to a different exchange.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Minimum bid price requirement $1.00 per share Nasdaq Listing Rule 5450(a)(1) threshold
Noncompliance period length 30 consecutive business days February 23, 2026 to April 6, 2026 below $1.00 bid
Listing rule reference Listing Rule 5450(a)(1) Nasdaq minimum bid price rule cited in notice
Reverse stock split lookback Prior one-year period Reverse split within year triggers Rule 5810(c)(3)(A)(iv) limits
Nasdaq Listing Rule 5450(a)(1) regulatory
"the Company is no longer in compliance with Nasdaq Listing Rule 5450(a)(1) (the “Rule”)."
Nasdaq Listing Rule 5450(a)(1) is a continued-listing standard that sets a minimum share price companies must maintain to remain listed on the Nasdaq market—commonly a $1.00 per-share threshold. Investors care because falling below that floor can trigger a compliance review and possible delisting, which is like failing a minimum grade and losing access to the public market; delisting can reduce liquidity, visibility and the ability to raise capital.
reverse stock split financial
"due to the fact that the Company effected a reverse stock split over the prior one-year period."
A reverse stock split is when a company reduces the number of its shares outstanding, making each share more valuable. For example, if you own 100 shares worth $1 each, a 1-for-10 reverse split would turn your 100 shares into 10 shares worth $10 each. Companies often do this to boost their stock price and appear more stable to investors.
Nasdaq Listing Rule 5810(c)(3)(A)(iv) regulatory
"pursuant to Nasdaq Listing Rule 5810(c)(3)(A)(iv), the Company is not eligible for any compliance period"
Hearings Panel regulatory
"request a hearing before a Hearings Panel (the “Panel”), the Company’s securities"
A hearings panel is a small group of officials or experts who hold formal sessions to review evidence, question parties, and make decisions about regulatory compliance, discipline, or approvals. Think of it like a review board or courtroom for business and market issues: its findings can lead to fines, changes in a company’s permissions, or even delisting. Investors pay attention because the panel’s rulings can directly affect a company’s operations, reputation and share price.
forward-looking statements regulatory
"contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995."
Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.
Understanding 8-K Material Events →
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 7, 2026

DEVVSTREAM CORP.
(Exact name of registrant as specified in its charter)

Alberta, Canada
001-40977
86-2433757
(State or other jurisdiction of incorporation or organization)
(Commission File Number)
(I.R.S. Employer Identification No.)

2108 N St., Suite 4254
Sacramento, California
  
95816
(Address of principal executive offices)   (Zip Code)
(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:

☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of each class
Trading
Symbol(s)
Name of each exchange on
which registered
Common shares
DEVS
The Nasdaq Stock Market LLC

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 3.01.
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
 
On April 7, 2026, DevvStream Corp. (the “Company”) received a written notification (the “Notice”) from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) indicating that because the bid price for the Company’s common shares, no par value (“Common Shares”), for the previous 30 consecutive business days, February 23, 2026 to April 6, 2026, has closed below the $1.00 per share minimum, the Company is no longer in compliance with Nasdaq Listing Rule 5450(a)(1) (the “Rule”). Further, the Notice states that, pursuant to Nasdaq Listing Rule 5810(c)(3)(A)(iv), the Company is not eligible for any compliance period specified in Nasdaq Listing Rule 5810(c)(3)(A) due to the fact that the Company effected a reverse stock split over the prior one-year period.
 
The Notice further states that unless the Company timely requests a hearing before a Hearings Panel (the “Panel”), the Company’s securities, including the Common Shares, would be subject to suspension/delisting. Accordingly, the Company intends to timely request a hearing before the Panel. A timely hearing request will automatically stay any further suspension or delisting action by Nasdaq pending the Panel’s decision. During the hearings process with the Panel, the Common Shares will continue to be listed and trade on Nasdaq. There can be no assurance that the Panel will grant the Company’s request for continued listing or that the Company will be able to regain compliance and thereafter maintain its listing on Nasdaq.
 
Forward-Looking Statements
 
This Current Report on Form 8-K (“Current Report”) contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements contained in this Current Report that do not relate to matters of historical fact should be considered forward-looking statements, including without limitation statements regarding the Company’s intent or ability to regain compliance with the bid price Rule, the outcome of any Nasdaq hearing and appeal process and the Company’s intent or ability to maintain its common stock’s listing on Nasdaq. All forward-looking statements reflect the Company’s beliefs and assumptions only as of the date of this Current Report. The Company undertakes no obligation to update forward-looking statements to reflect future events or circumstances.
 
Item 9.01
Financial Statements and Exhibits.

 
(d)
Exhibits:

Exhibit No.
  
Description
     
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:  April 10, 2026
  
 
DEVVSTREAM CORP.
   
 
By:
/s/ Sunny Trinh
 
Name:
Sunn Trinh
 
Title:
Chief Executive Officer


Source: View Original Filing on SEC EDGAR

FAQ

What Nasdaq issue did DevvStream (DEVS) disclose in this 8-K?

DevvStream disclosed that Nasdaq notified the company it is no longer in compliance with Listing Rule 5450(a)(1) because its common share bid price stayed below $1.00 for 30 consecutive business days. This noncompliance puts its continued Nasdaq listing at risk if not remedied.

Why is the $1.00 bid price important for DevvStream (DEVS) on Nasdaq?

Nasdaq Listing Rule 5450(a)(1) requires listed shares to maintain at least a $1.00 minimum bid price. DevvStream’s shares closed below that level for 30 straight business days, from February 23, 2026 to April 6, 2026, triggering a deficiency notice that could eventually lead to suspension or delisting.

How does DevvStream’s prior reverse stock split affect its Nasdaq compliance options?

Because DevvStream carried out a reverse stock split within the last year, Nasdaq Listing Rule 5810(c)(3)(A)(iv) makes it ineligible for the usual compliance period under Rule 5810(c)(3)(A). This limits automatic remediation avenues and increases reliance on the upcoming Nasdaq Hearings Panel process.

What steps is DevvStream (DEVS) taking in response to Nasdaq’s deficiency notice?

DevvStream intends to timely request a hearing before a Nasdaq Hearings Panel. Making this request automatically stays any suspension or delisting action while the panel reviews the situation, allowing the company’s common shares to continue trading on Nasdaq during the hearings process.

Will DevvStream’s shares remain on Nasdaq during the hearings process?

Yes. A timely hearing request automatically stays further suspension or delisting actions, so DevvStream’s common shares will continue to be listed and trade on Nasdaq while the Hearings Panel considers the company’s case and issues its decision.

Does DevvStream guarantee that it will keep its Nasdaq listing after this notice?

No. DevvStream explicitly states there can be no assurance the Nasdaq Hearings Panel will grant its request for continued listing or that it will regain compliance with the bid price rule, highlighting genuine uncertainty about its long-term Nasdaq status.

Filing Exhibits & Attachments

3 documents

Other Documents