EX-4.1 2 ef20071946_ex4-1.htm EXHIBIT 4.1 Exhibit 4.1 CONFIDENTIAL PRE-FUNDED COMMON STOCK PURCHASE WARRANT DEVVSTREAM CORP. Warrant No.: [PFW-001 - ASSIGN AT ISSUANCE] | Warrant Shares: 250,025 Initial Exercise Date: April 27, 2026 Issue Date: April 27, 2026 This PRE-FUNDED COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Helena Partners Inc. or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date referred to above as the Initial Exercise Date (the “Initial Exercise Date”) until this Warrant is exercised in full (the “Termination Date”) but not thereafter, to subscribe for and purchase from DEVVSTREAM CORP., a corporation incorporated in Alberta, Canada (the “Company”), up to 250,025 shares of common stock (as subject to adjustment hereunder, the “Warrant Shares”), par value $0.0001 per share (the “Common Stock”) of the Company. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). Section 1. Definitions. Capitalized terms used and not other…
Open exhibit ↗Current Report · Items 1.01, 3.02, 9.01 · 8-K
DevvStream Corp
DEVSFOTCEQUITYCurrent
Entry into a Material Definitive Agreement · Unregistered Sales of Equity Securities
Item 3.02. Unregistered Sales of Equity Securities. 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.…
Company context
We are a capex-light environmental asset generation company focused on high quality and high return technology-based projects. We offer investors exposure to assets such as carbon credits, a key instrument used to offset emissions of carbon dioxide from industrial activities to reduce the effects of global warming and I-RECs (International Renewable Energy Certificate), a vehicle for businesses to claim renewable energy usage and reduce their carbon footprint.
Current securities
Disclosure sections
Item 3.02Item 3.02 - Unregistered Sales of Equity
Item 3.02. Unregistered Sales of Equity Securities.
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 1.01Item 1.01 - Entry into Material Agreement
Item 1.01. Entry into a Material Definitive Agreement.
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.