Form 8-K

8-K — DevvStream Corp.

Accession: 0001140361-26-037566

Filed: 2026-09-24

Period: 2026-09-21

CIK: 0001854480

SIC: 6799 (INVESTORS, NEC)

Item: Entry into a Material Definitive Agreement

Item: Financial Statements and Exhibits

Documents

8-K — ef20082767_8k.htm (Primary)

EX-10.1 — EXHIBIT 10.1 (ef20082767_ex10-1.htm)

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8-K

8-K (Primary)

Filename: ef20082767_8k.htm · Sequence: 1

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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): September 21, 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

DEVSF

OTCPK

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 1.01.

Entry into a Material Definitive Agreement.

On September 21, 2026, DevvStream Corp. (the “Company”) entered into a First Amendment to

Securities Purchase Agreement (the “Amendment”) with EEME Energy SPV I LLC (“EEME”) and Southern Energy Renewables, Inc. (“Southern”).

The Amendment amends the Securities Purchase Agreement dated June 30, 2026 (the “Original SPA”). Under the Original SPA, EEME agreed to purchase from the Company $1,000,000 of the Company’s common shares (the “Common Shares”) at a purchase price of $0.28683 per share, which represented 90% of the 15-day VWAP and a 10% discount, resulting in the issuance of 3,486,386 Common Shares to EEME. EEME has paid only $161,000 to

date. Under the Amendment, in exchange for the $161,000 previously funded, EEME shall retain 561,308 Common Shares at the original purchase price of $0.28683 per share, and the remaining 2,925,078 Common Shares shall be cancelled.

The Amendment further provides that EEME shall pay the Company an additional $200,000 by September 29, 2026, by wire transfer of

immediately available funds, and, promptly, upon the Company’s receipt of such payment, the Company shall issue to EEME 1,120,448 Common Shares at a purchase price of $0.1785 per share, which represents 85% of the 15-day VWAP.

Pursuant to the terms of the Original SPA, EEME agreed to advance $5,000,000 to the Company and, promptly after receiving such funds,

the Company agreed to advance such funds to Southern. Of such $5,000,000, EEME has funded $1.64 million to the Company, which the Company advanced to Southern. The Amendment terminates all further funding obligations, including any additional advance

amounts, pursuant to the Original SPA.

The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full

text of the Amendment, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits:

Exhibit No.

Description

10.1

First Amendment to Securities Purchase Agreement, dated as of September 21, 2026, by and among DevvStream Corp., EEME Energy SPV I LLC and Southern Energy Renewables, Inc.

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: September 24, 2026

DEVVSTREAM CORP.

By:

/s/ Sunny Trinh

Name:

Sunny Trinh

Title:

Chief Executive Officer

EX-10.1 — EXHIBIT 10.1

EX-10.1

Filename: ef20082767_ex10-1.htm · Sequence: 2

Exhibit 10.1

FIRST AMENDMENT TO SECURITIES PURCHASE AGREEMENT

This First Amendment to Securities Purchase Agreement (this “Amendment”) is entered into as of September 21, 2026, by and among DEVVSTREAM CORP., an Alberta corporation (“DEVS”), EEME ENERGY SPV I LLC, a Wyoming

limited liability company (“EEME”) and SOUTHERN ENERGY RENEWABLES, INC., a Louisiana corporation (“Southern”). DEVS, EEME and Southern are each referred to herein as a

“Party” and collectively as the “Parties.”

RECITALS

On June 30, 2026, the Parties entered into that certain Securities Purchase Agreement (as may be amended, restated, supplemented, or otherwise modified from time to

time, the “Agreement”).

Under Section 1(b) of the Agreement, EEME agreed to purchase from DEVS $1,000,000 of DEVS Common Shares at a purchase price of $0.28683 per share (the “Purchase

Price”), which was 90% of the 15-day VWAP (providing EEME a 10% discount for agreeing to fund the full $1,000,000), resulting in the issuance of 3,486,386 Common Shares to EEME, all of which shares have been issued by DEVS to EEME.

However, EEME has only paid $161,000 of the Purchase Price to date.

The Parties wish to reflect that, in exchange for such $161,000, EEME shall be entitled to retain 561,308 Common Shares (at the original price per share of $0.28683)

and the Parties further wish to cancel the remaining 2,925,078 Common Shares that EEME originally received pursuant to the Agreement.

Furthermore, the Parties have agreed that in exchange for the payment of an additional $200,000 in accordance with this Amendment, the Company will issue to EEME

1,120,448 Common Shares, at a purchase price per share of $0.1785, which is 85% of the 15-day volume weighted average price of the Common Shares.

Furthermore, under Section 1(a) of the Agreement, EEME agreed to advance $5,000,000 to DEVS and, promptly after receiving such funds, DEVS agreed to advance such funds

to Southern.

Of such $5,000,000, EEME has funded $1.64 million to DEVS, which DEVS has paid to Southern.

The Parties now wish to terminate all further obligations to fund any further amounts under Section 1(a) of the Agreement.

Section 7(i) of the Agreement provides that the Agreement may be amended by mutual written agreement of the Parties.

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the

receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

AGREEMENT

Definitions. Capitalized terms used

but not defined in this Amendment shall have the meanings ascribed to such terms in the Agreement.

Amendment to Section 1(b) of the Agreement. Section 1(b) of the Agreement is hereby amended as follows:

(a)

In exchange for the $161,000 that EEME previously funded to the Company pursuant to the Agreement, EEME shall be entitled to retain 561,308 Common Shares (at the

original price per share of $0.28683);

(b)

Other than as set forth in subsection 2(e) below, EEME shall not be required to fund any additional capital to the Company;

(c)

The Company shall promptly cancel the remaining 2,925,078 Common Shares that EEME originally received pursuant to the Agreement (the “Cancelled Shares”);

(d)

DEVS is hereby authorized to take all actions necessary to effectuate such cancellation, including instructing Continental Stock Transfer & Trust Company, its

transfer agent (the “Transfer Agent”), to cancel the Cancelled Shares; and

(e)

EEME shall promptly (and in any event by September 29, 2026) pay to the Company $200,000, by wire transfer of immediately available funds in accordance with wire

instructions provided by DEVS, and, in exchange for such payment, promptly upon receipt of such payment, the Company shall issue to EEME 1,120,448 Common Shares, at a purchase price per share of $0.1785.

Amendment to Section 1(a) of the Agreement. The Parties hereby release each other from any further funding obligations under Section 1(a) of the Agreement.

Effect on the Agreement. Except as

expressly amended by this Amendment, the Agreement shall remain in full force and effect and is hereby ratified and confirmed in all respects. This Amendment is a part of the Agreement and is subject to all of the terms and conditions

thereof. On and after the date hereof, each reference in the Agreement to “this Agreement,” “hereunder,” “herein,” “hereof” or words of like import referring to the Agreement shall mean and be a reference to the Agreement as amended by this

Amendment.

Governing Law. This Amendment shall

be governed by, and construed in accordance with, the laws of the State of Delaware, without regard to its conflict of laws principles, consistent with Section 7(e) of the Agreement.

Counterparts. This Amendment may be

executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page to this Amendment by facsimile

or other electronic transmission shall be effective as delivery of a manually executed counterpart of this Amendment.

Entire Agreement. The Agreement, as

amended by this Amendment, together with all exhibits and schedules thereto, constitutes the entire agreement among the Parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, both oral and

written, among the Parties with respect to such subject matter.

[Signature Page Follows]

IN WITNESS WHEREOF, the Parties have executed this First Amendment to Securities Purchase Agreement as of the date first written above.

DEVVSTREAM CORP.

By:

Name:

Title:

EEME ENERGY SPV I LLC

By:

Name:

Title:

SOUTHERN ENERGY RENEWABLES, INC.

By:

Name:

Title:

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