Zenvia to voluntarily delist from Nasdaq Capital Market and pursue SEC deregistration

Zenvia Inc. (NASDAQ:ZENV) announced that it has informed Nasdaq of its intention to voluntarily delist its Class A common shares from the Nasdaq Capital Market and plans to deregister with the U.S. Securities and Exchange Commission, according to a company press release issued today.

The decision was approved by the company’s board of directors following a review of several factors, including the costs associated with ongoing SEC reporting obligations and limited trading activity in the company’s shares. Zenvia said low liquidity has constrained its ability to access U.S. public capital markets for financing and investor participation. The stock has fallen nearly 60% over the past year, with average daily trading volume of about 30,000 shares, highlighting the liquidity challenges. Despite the decline, InvestingPro analysis indicates the shares may currently trade below estimated Fair Value, placing them among the platform’s Most Undervalued stocks.

The company also pointed to uncertainty surrounding its ability to regain and maintain compliance with Nasdaq listing standards. On February 18, 2026, Nasdaq notified Zenvia that its Class A shares no longer satisfied the minimum bid price requirement of $1.00 per share. The stock currently trades around $0.83, down from a 52-week high of $2.24, and carries a market capitalization of approximately $43.6 million.

Zenvia intends to submit Form 25 to the SEC on March 9, 2026, with the delisting expected to take effect on March 19, 2026. On the same day, the company plans to file Form 15 to deregister its securities, which would immediately suspend its obligation to file periodic reports with the SEC.

After the delisting becomes effective, Zenvia’s Class A shares will no longer trade on a national exchange. Any trading would occur only through privately negotiated transactions or potentially on over-the-counter markets, although the company cautioned there is no assurance that a broker will establish a trading market for the shares.

The company retains the option to delay or withdraw the filings before they become effective.

Zenvia operates as a technology provider delivering artificial intelligence-driven customer experience solutions, serving more than 10,000 clients across Latin America. InvestingPro notes that the company is covered in its Pro Research Reports alongside more than 1,400 U.S.-listed equities, offering additional analytical insights and ProTips for investors monitoring the situation.

In separate developments, Zenvia recently received a Nasdaq notice related to its minimum bid price deficiency after shares traded below $1 for 30 consecutive business days. The company also renegotiated earnout payment terms tied to its acquisition of Movidesk, extending repayment of approximately 253 million Brazilian reais over a 72-month period through December 2032, including an equity conversion feature and structured monthly payments that were positively received by investors.

Additionally, Zenvia announced plans to spin off its Communications Platform as a Service (CPaaS) business into a standalone operating unit while reorganizing executive leadership. The CPaaS division will operate under a separate corporate tax identification number but remain wholly owned, continuing to focus on SMS, RCS and Voice services as Zenvia sharpens its strategic focus on expanding Software as a Service (SaaS) offerings.

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