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DevvStream (NASDAQ: DEVS) faces Nasdaq panel over net income and bid price

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

Rhea-AI Filing Summary

DevvStream Corp. reports that Nasdaq has formally notified the company it has not regained compliance with the net income listing standard after a previously granted extension expired on May 18, 2026. The company had been required to meet a $500,000 minimum net income test or certain alternative standards.

This net income deficiency will now be considered by a Nasdaq Hearings Panel alongside DevvStream’s existing noncompliance with the Minimum Bid Price Rule, after its shares traded below $1.00 for 30 consecutive business days. Following a hearing held on May 19, 2025, the Panel has asked the company to submit written views on the net income deficiency by May 27, 2026. DevvStream states there can be no assurance it will regain compliance or maintain its Nasdaq listing.

Positive

  • None.

Negative

  • Dual Nasdaq noncompliance and delisting risk: DevvStream remains out of compliance with both the $500,000 net income requirement and the $1.00 minimum bid price rule, and explicitly warns there is no assurance it will regain compliance or maintain its Nasdaq listing.

Insights

DevvStream now faces Nasdaq review on two separate listing deficiencies.

DevvStream Corp. is simultaneously out of compliance with Nasdaq’s $500,000 net income requirement and the $1.00 minimum bid price rule. The prior net income compliance extension expired on May 18, 2026, triggering a formal notice that the deficiency remains unresolved.

A Nasdaq Hearings Panel will evaluate both the net income and bid price issues together. The company plans to submit written views by May 27, 2026, but explicitly cautions there is no assurance it will regain compliance or maintain its Nasdaq listing. Given the dual, ongoing deficiencies and the stated uncertainty around the outcome, this development is materially adverse, supporting a negative assessment.

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.
Net income listing threshold $500,000 net income Nasdaq Listing Rule 5550(b) minimum requirement
Minimum bid price $1.00 per share Nasdaq Listing Rule 5450(a)(1) threshold
30-day bid price window Feb 23, 2026–Apr 6, 2026 Period when DEVS closed below $1.00 for 30 consecutive business days
Net income extension expiry May 18, 2026 Date Nasdaq’s net income compliance extension ended
Panel written response deadline May 27, 2026 Requested date for DevvStream to submit views on net income deficiency
Panel hearing date May 19, 2025 Date of Nasdaq Hearings Panel session on bid price deficiency
Net Income Requirement financial
"the Company no longer complied with Listing Rule 5550(b) (the “Net Income Requirement”)"
Minimum Bid Price Rule financial
"no longer in compliance with Nasdaq Listing Rule 5450(a)(1) (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 Compliance Extension regulatory
"Nasdaq granted the Company an extension until May 18, 2026 to comply with the Net Income Requirement (the “Net Income Compliance Extension”)"
Nasdaq Hearings Panel regulatory
"the Company requested a hearing before the Panel to address the Bid Price Deficiency"
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.
reverse stock split financial
"not eligible for any compliance period ... 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.
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.
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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): May 20, 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.

As previously reported, on November 18, 2025, DevvStream Corp. (the “Company”) received a notification letter (the “Net Income Notice”) from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that since it did not comply with the minimum $500,000 net income requirement or the alternatives of market value of listed securities or stockholders’ equity (the “Net Income Deficiency”), the Company no longer complied with Listing Rule 5550(b) (the “Net Income Requirement”). Based on Nasdaq’s review of the compliance plan and materials submitted by the Company on January 22 and February 11, 2026, Nasdaq granted the Company an extension until May 18, 2026 to comply with the Net Income Requirement (the “Net Income Compliance Extension”).

Also as previously reported, on April 7, 2026, the Company received a separate written notification (the “Bid Price Notice”) from 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) had closed below the $1.00 per share minimum (the “Bid Price Deficiency”), the Company is no longer in compliance with Nasdaq Listing Rule 5450(a)(1) (the “Minimum Bid Price Rule”). Further, the Bid Price 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 Bid Price Notice further states that unless the Company timely requests a hearing before a Nasdaq Hearings Panel (the “Panel”), the Company’s Common Shares would be subject to suspension/delisting.

Accordingly, the Company requested a hearing before the Panel to address the Bid Price Deficiency. Such hearing occurred on May 19, 2025. 
 
Subsequently, on May 20, 2026, due to the expiration of the Net Income Compliance Extension, the Company received formal notification that it has not regained compliance with the Net Income Requirement and that, accordingly, the Panel will consider the Net Income Deficiency in their decision regarding the Company’s continued listing on Nasdaq, in addition to considering the Company’s lack of compliance with the Minimum Bid Price Rule, and suggested that the Company should present its views with respect to this Net Income Deficiency to the Panel in writing no later than May 27, 2026.
 
The Company intends to do so. However, there can be no assurance that the Company will be able to regain compliance or 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 Minimum Bid Price Rule or the Net Income Requirement, 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:  May 22, 2026

DEVVSTREAM CORP.



By:
/s/ Sunny Trinh

Name:
Sunn Trinh

Title:
Chief Executive Officer


Source: View Original Filing on SEC EDGAR

FAQ

What Nasdaq listing issues does DevvStream Corp. (DEVS) currently face?

DevvStream is out of compliance with Nasdaq’s minimum $500,000 net income standard and the $1.00 minimum bid price rule. A Nasdaq Hearings Panel will review both deficiencies together when deciding on the company’s continued listing status.

What is the net income requirement affecting DevvStream’s Nasdaq listing?

Nasdaq Listing Rule 5550(b) requires at least $500,000 in net income or meeting alternative metrics. DevvStream received an extension to regain compliance but, after it expired on May 18, 2026, Nasdaq confirmed the net income deficiency remained unresolved.

How did DevvStream Corp. violate Nasdaq’s minimum bid price rule?

Nasdaq notified DevvStream that its common shares closed below the $1.00 minimum bid price for 30 consecutive business days from February 23, 2026 to April 6, 2026. This triggered noncompliance with Nasdaq Listing Rule 5450(a)(1), known as the Minimum Bid Price Rule.

Why is DevvStream not eligible for an automatic bid price compliance period?

Nasdaq’s notice explains DevvStream cannot use the usual bid price compliance period under Listing Rule 5810(c)(3)(A) because it effected a reverse stock split within the prior one-year period. As a result, its bid price deficiency goes directly to a Nasdaq Hearings Panel.

What are the next steps for DevvStream in the Nasdaq hearings process?

DevvStream requested a hearing, held on May 19, 2025, to address the bid price deficiency. After receiving notice that the net income deficiency persists, the company was invited to submit written views by May 27, 2026. It cautions there is no assurance of regaining compliance.

Could DevvStream Corp. lose its Nasdaq listing based on this update?

The company states there can be no assurance it will regain compliance or maintain its Nasdaq listing. The Nasdaq Hearings Panel will consider both the unresolved net income deficiency and the minimum bid price violation when making its listing decision.

Filing Exhibits & Attachments

3 documents

Other Documents