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  4. [8-K] DevvStream Corp. Reports Material Event

DevvStream (NASDAQ: DEVS) hit with Nasdaq suspension, eyes Pink and OTCQB trading

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

Rhea-AI Filing Summary

DevvStream Corp. reports a Nasdaq delisting determination after failing to meet the $1.00 minimum bid price requirement and Nasdaq Listing Rule 5550(b) on net income. A Nasdaq Hearings Panel has decided to suspend trading of the company’s common shares on Nasdaq.

Unless an immediate stay is granted on appeal, the shares will be suspended at the open of business on June 24, 2026 and are expected to be quoted on the Pink Limited Market under the symbol DEVS. The company plans to seek review by the Nasdaq Listing and Hearing Review Council and to apply for quotation on the OTCQB Market, but there is no assurance of a successful appeal or a stable trading market.

Positive

  • None.

Negative

  • Nasdaq delisting determination and trading suspension: A Nasdaq Hearings Panel has determined to suspend DevvStream’s common shares from Nasdaq for failing the $1.00 minimum bid price and net income listing rules, a materially adverse development for exchange status and perceived quality.
  • Shift to OTC markets with potential liquidity impact: The company expects quotation on the Pink Limited Market and plans to apply to OTCQB, which it states may have a material adverse effect on trading price, volume, and shareholders’ ability to buy or sell shares.

Insights

Nasdaq suspension and potential move to OTC increase trading and liquidity risk.

DevvStream Corp. has received a Nasdaq Hearings Panel decision to suspend its shares for not meeting the $1.00 bid price and net income listing standards. Suspension from a major exchange typically reduces visibility and can pressure valuation and investor access.

The company expects its shares to trade on the Pink Limited Market and plans to apply for OTCQB quotation. These markets generally have lower liquidity and fewer institutional participants. The filing also notes that trading price and volume may be materially affected, underscoring elevated liquidity and execution risk.

The company will appeal the delisting determination to the Nasdaq Listing and Hearing Review Council and may face conditions even if successful. Future company communications about the appeal outcome and any migration to the OTCQB Market will further clarify long-term trading venue and liquidity.

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.
$1.00 minimum bid price $1.00 per share Nasdaq Listing Rule 5550(a)(2) bid price requirement
Nasdaq suspension date June 24, 2026 Date trading in common shares will be suspended, absent stay
Listing Rule 5550(b) Net Income Rule Second Nasdaq standard cited for noncompliance
Listing Rule 5820(a) Appeal process rule Rule governing appeal to Nasdaq Listing and Hearing Review Council
Nasdaq Hearings Panel regulatory
"indicating that the Nasdaq Hearings Panel (the “Panel”) has determined to suspend the Company’s securities"
A Nasdaq hearings panel is a group of experts that reviews cases when a company's stock listing is at risk of being removed from the exchange. They evaluate whether the company has met certain standards and determine if it can keep trading on Nasdaq. This process matters to investors because it can affect a company's ability to raise money and maintain credibility in the market.
Minimum Bid Price Rule regulatory
"noncompliance with the $1.00 bid price requirement under Nasdaq Listing Rule 5550(a)(2) (the “Minimum Bid Price Rule”)"
A minimum bid price rule is a stock market requirement that a listed company's share must trade above a set minimum price over a specified period to remain listed on an exchange. It matters to investors because falling below that threshold can trigger warnings, potential delisting, and reduced liquidity—similar to a student needing a passing grade to stay enrolled—making the shares harder to buy, sell, or value accurately.
Net Income Rule regulatory
"failure to demonstrate compliance with Nasdaq’s Listing Rule 5550(b) ( the “Net Income Rule.”)"
Pink Limited Market financial
"expects that the Common Shares would be immediately eligible for quotation on the Pink Limited Market operated by OTC Markets"
A pink limited market is a segment of the stock market where shares of smaller or newer companies are traded, often with fewer regulations and less oversight than larger markets. It matters to investors because these markets can offer opportunities for growth but also carry higher risks due to less transparency and stability, similar to a marketplace where products are less tested and might be more uncertain.
OTCQB Market financial
"The Company anticipates filing an application to have the shares quoted on the OTCQB Market."
The OTCQB Market is a regulated tier of the over‑the‑counter (OTC) trading system where smaller or early‑stage stocks trade with modest reporting and quality standards. Think of it as a neighborhood market that sits between an informal garage sale and a big supermarket: it offers more information and oversight than the lowest OTC tier, but less liquidity and scrutiny than major exchanges. Investors care because it signals a middle level of transparency and risk, affecting how easy shares are to buy, sell and evaluate.
Forward-Looking Statements regulatory
"Forward-Looking Statements This on (“”) 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.
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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): June 22, 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 3.01.
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On June 22, 2026, DevvStream Corp. (the “Company”) received a letter from The Nasdaq Stock Market LLC (“Nasdaq”) indicating that the Nasdaq Hearings Panel (the “Panel”) has determined to suspend the Company’s securities from Nasdaq (the “Delist Determination”) based upon (i) the Company’s noncompliance with the $1.00 bid price requirement under Nasdaq Listing Rule 5550(a)(2) (the “Minimum Bid Price Rule”) and (ii) the Company’s failure to demonstrate compliance with Nasdaq’s Listing Rule 5550(b) ( the “Net Income Rule.”). Pursuant to the Delist Determination and absent an immediate stay by the Nasdaq Listing and Hearing Review Council (the “Listing Council”) as discussed below, the Company’s common shares, no par value (the “Common Shares”), will be suspended from trading on Nasdaq at the open of business on June 24, 2026.

The Company intends to request an appeal of the Delist Determination to the Listing Council in accordance with Nasdaq Listing Rule 5820(a). Such request would not stay the suspension of trading in the Common Shares on Nasdaq. If the Common Shares are suspended from Nasdaq, the Company expects that the Common Shares would be immediately eligible for quotation on the Pink Limited Market operated by OTC Markets under its trading symbol: DEVS, which may have a material adverse effect on the trading price and volume for the Common Shares. The Company anticipates filing an application to have the shares quoted on the OTCQB Market. There can be no assurance that a market for the Common Shares will develop or be maintained on the OTCQB market, and the Company’s stockholders may find it more difficult to buy or sell their shares. There can be no assurance that the Company will succeed in its efforts to appeal the Delist Determination to the Listing Council, or, if successful, that the Company will be able to satisfy any conditions imposed by the Listing Council to maintain its Nasdaq listing.

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 Minimum Bid Price Rule or the Net Income Requirement, the outcome of any Nasdaq appeal process. 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.

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 23, 2026
 
 
DEVVSTREAM CORP.
 
 
 
By:
/s/ Sunny Trinh
 
Name:
Sunny Trinh
 
Title:
Chief Executive Officer


Source: View Original Filing on SEC EDGAR

FAQ

Why is DevvStream Corp. (DEVS) facing suspension from Nasdaq?

DevvStream is facing suspension because a Nasdaq Hearings Panel found it noncompliant with the $1.00 bid price requirement and Nasdaq Listing Rule 5550(b) on net income. These listing standards must be met to maintain Nasdaq Capital Market eligibility.

When will DevvStream’s DEVS shares be suspended from Nasdaq trading?

The company states its common shares will be suspended from trading on Nasdaq at the open of business on June 24, 2026, unless an immediate stay is granted by the Nasdaq Listing and Hearing Review Council following DevvStream’s planned appeal.

Where will DevvStream (DEVS) trade if it is suspended from Nasdaq?

If suspended, DevvStream expects its common shares to be immediately eligible for quotation on the Pink Limited Market under the trading symbol DEVS. The company also plans to apply for quotation on the OTCQB Market for its shares.

How could moving to the Pink Limited Market affect DevvStream shareholders?

The company warns that quotation on the Pink Limited Market may have a material adverse effect on the trading price and volume of its common shares. Stockholders may find it more difficult to buy or sell shares compared with a Nasdaq listing.

Is DevvStream Corp. appealing the Nasdaq delisting determination?

Yes. DevvStream intends to request an appeal of the Delist Determination to the Nasdaq Listing and Hearing Review Council under Listing Rule 5820(a). However, the company notes this request would not stay the suspension of trading in its common shares on Nasdaq.

Can DevvStream guarantee it will regain Nasdaq compliance?

No. The company explicitly states there can be no assurance it will succeed in appealing the Delist Determination or, if successful, that it can satisfy any conditions the Nasdaq Listing and Hearing Review Council may impose to maintain its Nasdaq listing.

Filing Exhibits & Attachments

3 documents

Other Documents