DevvStream (NASDAQ: DEVS) raises $250K via pre-funded warrants sale
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
DevvStream Corp. entered into a Securities Purchase Agreement with Helena Partners Inc. for a private placement of pre-funded warrants. The Company sold 250,025 Pre-Funded Warrants at $0.9999 each, for aggregate gross proceeds of $250,000.
Each warrant is immediately exercisable, has no expiration date, and carries a nominal exercise price of $0.0001 per warrant share, payable in cash or via cashless exercise. Exercise is limited so that Helena Partners’ beneficial ownership of DevvStream common shares does not exceed 4.99%, or at its election up to 9.99%, after exercise.
The transaction relied on the Section 4(a)(2) and Rule 506(b) exemptions from registration, with Helena Partners represented as an accredited investor. DevvStream intends to use the net proceeds for general working capital and has agreed to include the warrant shares for resale in its next registration statement filed after the offering’s closing.
Positive
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8-K Event Classification
3 items: 1.01, 3.02, 9.01
3 items
Item 1.01
Entry into a Material Definitive Agreement
Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 3.02
Unregistered Sales of Equity Securities
Securities
The company sold equity securities in a private placement or other unregistered transaction.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Key Figures
Pre-funded warrants sold: 250,025 warrants
Purchase price per warrant: $0.9999 per warrant
Gross proceeds: $250,000
+4 more
7 metrics
Pre-funded warrants sold
250,025 warrants
Private placement to Helena Partners Inc.
Purchase price per warrant
$0.9999 per warrant
Issue price under Securities Purchase Agreement
Gross proceeds
$250,000
Aggregate proceeds from pre-funded warrant sale
Exercise price
$0.0001 per share
Nominal exercise price of each warrant share
Ownership cap (default)
4.99%
Maximum beneficial ownership after exercise
Ownership cap (elected)
9.99%
Optional higher beneficial ownership limit
Offering date
April 27, 2026
Date SPA and warrant sale were executed
Key Terms
Pre-Funded Warrants, Securities Purchase Agreement, Rule 506(b), accredited investor, +2 more
6 terms
Pre-Funded Warrants financial
"the Company sold 250,025 Pre-Funded Warrants to Helena Partners Inc."
Pre-funded warrants are financial instruments that give investors the right to purchase a company's stock at a set price, but with most or all of the purchase price paid upfront. They function like a coupon or gift card for stock, allowing investors to buy shares later at a fixed price, which can be beneficial if they want to avoid future price increases. This makes them important for investors seeking flexibility and certainty in their investment plans.
Securities Purchase Agreement financial
"entered into a Securities Purchase Agreement (the “SPA”) with Helena Partners Inc."
A securities purchase agreement is a written contract between a buyer and a seller outlining the terms for buying or selling financial assets such as stocks or bonds. It specifies details like the price, quantity, and conditions of the transaction, similar to a shopping list with agreed-upon terms. For investors, it provides clarity and legal protection when transferring ownership of these financial instruments.
Rule 506(b) regulatory
"offered and sold in reliance upon the exemption from registration provided by Section 4(a)(2) ... and Rule 506(b) of Regulation D"
Rule 506(b) is a U.S. securities exemption that lets companies sell shares or debt privately without full public registration, provided sales are primarily to accredited investors, up to 35 non‑accredited but financially knowledgeable buyers, and there is no public advertising or solicitation. It matters to investors because offerings under 506(b) usually include less public disclosure than registered securities—like buying from a private seller rather than a retail store—so buyers must do more of their own fact‑checking and rely on their financial sophistication.
accredited investor regulatory
"Helena Partners Inc. represented to the Company that it is an “accredited investor” as defined in Rule 501(a)"
An accredited investor is an individual or entity that meets certain financial criteria, such as having a high income or significant net worth, allowing them to invest in private or less regulated investment opportunities. This status matters because it grants access to investments that are often riskier or less available to the general public, reflecting a higher level of financial knowledge or resources.
beneficial ownership limitations financial
"The Pre-Funded Warrants include customary anti-dilution adjustments and beneficial ownership limitations"
Beneficial ownership limitations are rules or contractual caps that restrict how much of a company’s stock an individual or entity can be treated as owning or controlling for legal, regulatory or corporate-governance purposes. They matter to investors because such limits affect voting power, reporting obligations, takeover risk and the ability to increase a stake — like an elevator weight limit or a lane divider that prevents any one car from taking over the whole road.
private placement financial
"the Company agreed to issue and sell to the Investor, in a private placement, pre-funded warrants"
A private placement is a way for companies to raise money by selling securities directly to a small group of investors instead of through a public offering. This process is often quicker and less regulated, making it similar to offering a special, exclusive investment opportunity to select individuals or institutions. For investors, it can provide access to unique investment options that are not available on public markets.
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
(Exact name of registrant as specified in its charter)
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(State or other jurisdiction of incorporation or organization)
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(Commission File Number)
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(I.R.S. Employer Identification No.)
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(Address of principal executive offices)
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(Zip Code)
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(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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading
Symbol(s)
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Name of each exchange on
which registered
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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 3.02. |
Unregistered Sales of Equity Securities.
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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.
| Item 1.01. |
Entry into a Material Definitive Agreement.
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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
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.
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.
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(d) Exhibits:
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Exhibit No.
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Description
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10.1
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Securities Purchase Agreement, dated April 27, 2026, between DevvStream Corp. and Helena Partners Inc.
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4.1
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Form of Pre-Funded Common Stock Purchase Warrant
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104
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Cover page Interactive Data File (embedded in the cover page formatted in Inline XBRL)
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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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Dated: April 27, 2026
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DEVVSTREAM CORP.
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By:
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/s/ Sunny Trinh
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Name:
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Sunny Trinh
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Title:
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Chief Executive Officer
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FAQ
What did DevvStream Corp. (DEVS) announce in this 8-K filing?
DevvStream entered a Securities Purchase Agreement with Helena Partners Inc. to sell 250,025 pre-funded warrants for $250,000 in gross proceeds, using a private placement exempt from SEC registration under Section 4(a)(2) and Rule 506(b).
How many DevvStream (DEVS) pre-funded warrants were sold and at what price?
DevvStream sold 250,025 pre-funded warrants to Helena Partners Inc. at a purchase price of $0.9999 per warrant, generating aggregate gross proceeds of $250,000 for the company in this private placement transaction.
What are the exercise terms of DevvStream’s (DEVS) pre-funded warrants?
Each DevvStream pre-funded warrant is immediately exercisable with no expiration date and has a nominal exercise price of $0.0001 per warrant share. The warrants may be exercised for cash or through cashless exercise, subject to specific ownership limits.
What beneficial ownership limits apply to the DevvStream (DEVS) warrants?
The pre-funded warrants include beneficial ownership limitations, restricting Helena Partners’ ownership of DevvStream common shares to 4.99% after exercise, or up to 9.99% if the investor elects that higher cap in accordance with the warrant terms.
How will DevvStream Corp. (DEVS) use the $250,000 proceeds from the warrant sale?
DevvStream intends to use the net proceeds from the $250,000 pre-funded warrant offering for general working capital purposes, supporting the company’s ongoing operational and corporate needs rather than a specific earmarked project or acquisition.