Zenvia Inc. announced on February 25 2026 that it will voluntarily delist its Class A common shares from the Nasdaq Stock Market. The decision follows a Nasdaq notice received on February 18 2026 that the company had failed to meet the exchange’s minimum bid price requirement of $1.00 per share for 30 consecutive business days.
The company cited significant accounting, legal, and other expenses, a lack of an active trading market that limits access to U.S. capital, and uncertainty about regaining compliance with Nasdaq’s minimum bid price as the primary reasons for the delisting. Nasdaq granted a 180‑day compliance period ending August 17 2026, but Zenvia has chosen to exit the public market instead of pursuing compliance.
Zenvia’s financial trajectory has been challenging. In Q2 2025 the company reported an earnings per share of –$0.14, missing the consensus estimate of –$0.13, and revenue of $50.43 million, far below analyst expectations of $213.34 million. The balance sheet shows a current ratio of 0.38, a debt‑to‑equity ratio of 0.13, and an Altman Z‑Score of –0.1, indicating financial distress.
The company operates through two reportable segments—CPaaS (Communications Platform as a Service) and SaaS (Software as a Service). While the fact‑check report does not provide segment‑level revenue figures, it notes that both segments are under pressure, contributing to the overall decline in financial performance and the decision to delist.
Board statements highlighted the cost burden of remaining a U.S. public company: “Assessing the costs and benefits associated with being a publicly traded company, including the significant accounting, legal and other costs associated with remaining an SEC reporting company.” The board also noted that “a lack of an active trading market for Zenvia’s securities which limited Zenvia’s ability to rely on the U.S. public capital markets as a source of funding and liquidity,” and that “uncertainties about being able to regain and maintain compliance with Nasdaq requirements” were key concerns.
Zenvia will file Form 25 on March 9 2026 and Form 15 on March 19 2026. Upon filing Form 15, the company will deregister its securities with the SEC, suspending U.S. reporting obligations and reducing transparency for investors. The delisting will also reduce liquidity, as the shares will no longer trade on a national exchange and will instead be available only through private transactions or over‑the‑counter markets.
The move reflects a strategic shift to a different listing venue or private market structure, aimed at reducing regulatory costs and addressing liquidity constraints that have hindered access to U.S. capital markets.
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