DevvStream ends $300M Helena share purchase deal

DevvStream Corp. disclosed that it has terminated its Purchase Agreement with Helena Global Investment Opportunities I LTD and Focus Impact Sponsor, LLC, ending its ELOC Agreement.

Rhea-AI Filing Summary

DevvStream Corp. disclosed that it has terminated its Purchase Agreement with Helena Global Investment Opportunities I LTD and Focus Impact Sponsor, LLC, ending its ELOC Agreement. This arrangement had allowed the company to issue and sell up to $300,000,000 of common shares to Helena, subject to conditions.

Under the ELOC terms, each drawdown price would have been the lowest intraday sale price of the common shares over the three trading days starting on Helena’s receipt of the related shares. The company’s common shares trade on The Nasdaq Stock Market LLC under the symbol DEVS.

Insights

Capital structure and financing analyst

DevvStream ends a large equity line, removing one potential funding source.

DevvStream has terminated an Equity Line of Credit that permitted issuances of up to $300,000,000 in common shares to Helena. Pricing was set at the lowest intraday sale price over three trading days following Helena’s receipt of shares.

This step removes a flexible, pre-arranged equity financing option that could have supported future capital needs or growth initiatives. Any impact on dilution or funding will depend on alternative financing arrangements the company may pursue, which are not described in this disclosure.

8-K Event Classification

2 items: 1.02, 9.01

2 items

Item 1.02 Termination of a Material Definitive Agreement Business

A significant contract was terminated, which may affect business operations or revenue.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

ELOC capacity: $300,000,000 Pricing formula window: 3 trading days Pricing reference: Lowest intraday sale price +1 more

4 metrics

ELOC capacity $300,000,000 Maximum common shares value issuable under ELOC Agreement

Pricing formula window 3 trading days Period for determining lowest intraday sale price per advance

Pricing reference Lowest intraday sale price Share purchase price basis for Helena under each advance

Listing venue The Nasdaq Stock Market LLC Exchange where DevvStream common shares trade under DEVS

Key Terms

ELOC Agreement, advance notice, lowest intraday sale price, Emerging growth company, +1 more

5 terms

ELOC Agreement financial

"pursuant to the ELOC Agreement, as amended, the Company had the right to issue"

advance notice financial

"purchased by Helena pursuant to an advance notice was, pursuant to the ELOC Agreement"

lowest intraday sale price market

"the purchase price for the Common Shares so purchased by Helena was the lowest intraday sale price"

Emerging growth company regulatory

"Emerging growth company"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

Purchase Agreement financial

"terminated that certain Purchase Agreement (the “Agreement”) dated as of October 29, 2024"

A purchase agreement is a legally binding contract that spells out exactly what is being bought, for how much, and under what conditions, including timelines, seller and buyer promises, and protections if things go wrong. For investors it matters because the agreement fixes the deal’s price, risks and closing conditions—like a detailed receipt and return policy for a large transaction—so it helps determine whether the deal will complete and how it will affect the company’s value and cash flow.

FAQ

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

What agreement did DevvStream Corp. (DEVS) terminate in this 8-K?

DevvStream terminated its Purchase Agreement with Helena Global Investment Opportunities I LTD and Focus Impact Sponsor, LLC. This action ends the company’s ELOC Agreement, which previously allowed it to sell common shares to Helena under predefined terms and conditions.

How large was DevvStream’s potential ELOC equity capacity with Helena?

The ELOC Agreement permitted DevvStream to issue and sell up to $300,000,000 of its common shares to Helena. This represented a significant potential funding source that the company could access from time to time, subject to conditions in the agreement.

How was the share purchase price determined under DevvStream’s ELOC Agreement?

For each advance, Helena’s purchase price per share was the lowest intraday sale price of DevvStream’s common shares during the three trading days starting when Helena received the related shares. This formula effectively tied pricing to short-term market trading levels.

Does DevvStream Corp. provide details on why the ELOC was terminated?

The disclosure states that DevvStream terminated the Purchase Agreement in accordance with the terms of the ELOC Agreement. It does not describe specific reasons or strategic rationale for ending the arrangement, focusing instead on confirming that termination has occurred.

On which exchange does DevvStream Corp. (DEVS) list its common shares?

DevvStream’s common shares are listed on The Nasdaq Stock Market LLC under the trading symbol DEVS. This listing information is provided alongside the description of the terminated ELOC and confirms where the company’s equity currently trades.

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

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Accepted by SEC EDGAR 06/03/2026 - 03:05 PM EDT Learn about SEC filing dates

false000185448000018544802026-06-032026-06-03

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): June 3, 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 (Address of principal executive offices) 95816
(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 1.02. Termination of a Material Definitive Agreement

On June 3, 2026, DevvStream Corp. (the “Company”) terminated that certain Purchase Agreement (the “Agreement”) dated as of October 29, 2024, by and between the Company, Helena Global Investment Opportunities I LTD. (the “Investor”), and Focus Impact Sponsor, LLC, a Delaware limited liability company, in accordance with the terms of the ELOC Agreement. As previously disclosed, pursuant to the ELOC Agreement, as amended, the Company had the right to issue and to sell to Helena from time to time, as provided in the ELOC Agreement, up to $300,000,000 of Company’s Common Shares, subject to the conditions set forth therein. The purchase price for the Common Shares so purchased by Helena pursuant to an advance notice was, pursuant to the ELOC Agreement, the lowest intraday sale price for the Common Shares during the three (3) trading days commencing on the date of Helena’s receipt of the Common Shares relating to each such advance.

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:  June 3, 2026
	DEVVSTREAM CORP.
	By:	/s/ Sunny Trinh
	Name:	Sunn Trinh
	Title:	Chief Executive Officer

Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.8 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 22.2 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 16.2 KB