UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 UNDER
THE SECURITIES EXCHANGE ACT OF 1934
For the month of February 2026
Commission File Number 001-40628
Zenvia Inc.
(Exact name of registrant as specified in
its charter)
N/A
(Translation of registrant’s name
into English)
Avenida Paulista, 2300, 18th Floor, Suite
182
São Paulo, São Paulo, 01310-300
Brazil
(Address of principal executive office)
Indicate by check mark whether the registrant files or will
file annual reports under cover Form 20-F or Form 40-F.
Form 20-F
[X] Form 40-F [_]
SIGNATURES
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, thereto
duly authorized.
Date: February 18, 2026.
Zenvia Inc.
By: /s/ Cassio Bobsin
Name: Cassio Bobsin
Title: Chief Executive Officer
EXHIBIT INDEX
| |
|
|
|
|
|
|
|
|
| Exhibit No. |
|
Description of Exhibit |
|
| |
|
|
|
| 99.1 |
|
Zenvia Receives Notification from Nasdaq Regarding Non-Compliance with Listing Requirements |
|
| |
|
|
|
|
|
|
|
|
|
Exhibit 99.1
Zenvia Receives Notification from Nasdaq
Regarding Non-Compliance with Listing Requirements
São Paulo, February 18,
2026 – Zenvia Inc. (the “Company”) received today a written notice (the “Notice”)
from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) indicating that,
based upon the closing bid price of the Company’s Class A common shares (the “Securities”) for the 30 previous consecutive
business days, it no longer met Nasdaq’s minimum bid price requirement of US$1 per share (the “Minimum
Bid Price Requirement”), as set forth by Nasdaq Listing Rules 5550(a)(2) and 5810(c)(3)(A). This
current report is filed pursuant to Nasdaq Listing Rule 5810(b).
The Notice has no immediate
effect on the listing of the Securities, which continue to trade uninterrupted on The Nasdaq Capital Market under
the symbol “ZENV” and the Company’s business operations are not affected by the receipt of the Notice.
Pursuant to Nasdaq Listing
Rule 5810(c)(3)(A), the Company has been provided with an initial 180-calendar day period, ending on August 17, 2026
to regain compliance with the Minimum Bid Price Requirement. If the Company does not regain compliance, its Securities
may be subject to delisting from Nasdaq. There can be no assurance that the Company will seek to
maintain the listing of its Securities on Nasdaq.
* * *
Contacts
Investor Relations
Piero Rosatelli
ir@zenvia.com
About ZENVIA
Zenvia (NASDAQ: ZENV) is a technology company that
offers end-to-end AI solutions for customer experience, enabling businesses to sell more and provide better service across all digital
channels, with a particular focus on WhatsApp, Instagram, and TikTok. With 22 years of expertise, over 10,000 clients, and a presence
throughout Latin America, Zenvia empowers businesses across all sectors to strengthen their brands, increase sales, and improve customer
service. This results in greater operational efficiency, productivity, and outcomes – all in one place. To learn more, visit our
website and follow our profiles on LinkedIn, Instagram, TikTok, and YouTube.
Forward-Looking Statements
This current report on Form 6-K contains forward-looking statements
within the meaning of the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking
statements were based on current expectations, estimates, forecasts, and projections, as well as the beliefs and assumptions of management.
Words such as "expect," "anticipate," "should," "believe," “plan,” "hope,"
"target," "project," "goals," "estimate," "potential," "predict," "may,"
"will," "might," "could," "intend," variations of these terms or the negative of these terms
and similar expressions are intended to identify these statements. Forward-looking statements are subject to a number of risks and uncertainties,
many of which involve factors or circumstances that are beyond Zenvia’s control including those under “Risk Factors”
on Zenvia`s annual report on Form 20-F. If any of these risks materialize or our assumptions prove incorrect, actual results could differ
materially from the results implied by these forward-looking statements. There may be additional risks that Zenvia currently believes
are immaterial that could also cause actual results to differ from those contained in the forward-looking statements. Given these
risks, uncertainties, and other factors, you should not place undue reliance on these forward-looking statements, and Zenvia assumes
no obligation to update these forward-looking statements, even if new information becomes available in the future.
