UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~July~~October 2728, 2022

DAVIDsTEA Inc.

(Exact name of registrant as specified in its charter)

Canada

98-1048842

(State or other jurisdiction

of incorporation)

(I.R.S. Employer

Identification Number)

001-37404

(Commission File Number)

5430 Ferrier,

Town of Mount-Royal,

Québec, Canada

H4P 1M2

(Address of principal executive offices)

(Zip Code)

(888) 873-0006

(Registrant’s telephone number, including area code)

Not Applicable

(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, no par value per share

DTEA

Nasdaq Global Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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 13.01 ~~Entry~~Notice ~~Into~~of ~~Material~~Delisting ~~Definitive~~or ~~Agreement~~Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On ~~July~~October 2728, 2022, DAVIDsTEA Inc. , a corporation incorporated under the Canada Business Corporations Act (the “Company”), ~~entered~~received ~~into~~a anletter ~~agreement,~~from byThe ~~and~~Nasdaq ~~among~~Stock Market LLC (“Nasdaq”), notifying the Company, ~~DAVIDsTEA~~that ~~USA~~for ~~Inc.~~the past 30 consecutive business days, athe ~~Delaware~~closing ~~corporation~~bid ~~and~~price ~~wholly-owned~~per ~~subsidiary~~share of ~~the~~its ~~Company~~common ~~(the~~stock ~~“Guarantor”)~~was ~~and~~below the ~~Bank~~$1.00 ofminimum ~~Nova~~bid ~~Scotia~~price requirement for continued listing on The Nasdaq Capital Market, as required by Nasdaq Listing Rule 5550(a)(2) (the “~~Lender~~Bid Price Rule”). ~~for~~As a ~~revolving~~result, ~~line~~the ofCompany ~~credit~~was notified by Nasdaq that it is not in ancompliance ~~amount~~with ofthe ~~CAD~~Bid ~~$15~~Price ~~million~~Rule. ~~(as~~Nasdaq ~~amended~~has onprovided ~~August~~the 23Company with 180 calendar days, ~~2022~~or until April 26, 2023, to regain compliance with the ~~“Credit~~Bid ~~Agreement”)~~Price Rule. This notification has no immediate effect on the Company’s listing on the Nasdaq Capital Market or on the trading of the Company’s common stock.

~~The~~To ~~Company~~regain iscompliance with the ~~borrower~~Bid ~~under~~Price Rule, the ~~Credit~~closing ~~Agreement~~bid ~~and~~price ~~borrowings~~of ~~under~~ the ~~Credit~~Company’s ~~Agreement~~common ~~are~~stock ~~secured~~must bymeet ~~substantially~~or ~~all~~exceed ~~the~~$1.00 ~~assets~~per share for a minimum of ten consecutive business days during the ~~Company~~180-calendar ~~and~~day ~~Guarantor~~grace period. ~~The~~If ~~line~~the ofCompany’s ~~credit~~common isstock ~~secured~~does bynot aregain ~~first-ranking~~compliance ~~security~~with ~~interest~~the inBid ~~favor~~Price ofRule ~~the~~during ~~Lender~~this grace period, asit ~~well~~may asbe aeligible ~~loan~~for ~~loss~~an ~~guarantee~~additional ~~from~~grace ~~Investissement~~period ~~Québec,~~of ~~securing~~180 ~~50%~~calendar days provided that the Company satisfies Nasdaq’s continued listing requirement for market value of ~~any~~publicly ~~loss~~held ~~incurred~~shares byand all other initial listing standards for listing on The Nasdaq Capital Market, other than the ~~Lender~~minimum ~~with~~bid ~~respect~~price requirement, and provides written notice to ~~recovery~~Nasdaq of ~~indebtedness~~its ~~under~~intention to cure the ~~line~~delinquency ofduring ~~credit.~~the ~~The~~second ~~Company~~grace ~~paid~~period, by effecting a ~~CAD~~reverse ~~$30~~stock split,~~000~~ ~~commitment~~if ~~fee~~necessary. ~~upon~~If ~~signing~~the Company meets these requirements, Nasdaq will inform the ~~Credit~~Company ~~Agreement~~that ~~and~~it has been granted an additional 180 calendar days. However, if it appears to Nasdaq staff that the Company will ~~incur~~not abe ~~CAD~~able ~~$15~~to cure the deficiency,~~000~~ ~~renewal~~or ~~fee~~if onthe ~~each~~Company ~~anniversary~~is ofotherwise not eligible, Nasdaq will provide notice that the Company’s ~~entry~~securities ~~into~~will ~~the~~be ~~Credit~~subject ~~Agreement.~~to delisting.

~~Any~~The ~~borrowings~~Company ~~under~~intends ~~the Credit Agreement are subject~~ to ~~certain~~monitor ~~conditions, including applicable ratios to~~ the ~~Borrowing~~closing ~~Base~~bid price of ~~the~~its ~~Company~~common ~~(as~~stock ~~defined in the Credit Agreement),~~ and ~~are contingent upon the Company providing the Lender with~~may, ~~among~~if ~~other documentation~~appropriate, ~~quarterly~~evaluate ~~financial~~various ~~statements~~courses ~~and~~of ~~compliance~~action ~~certificates. The Company is obligated~~ to ~~pay~~regain ~~reasonable~~compliance ~~and~~with ~~documented fees incurred by~~ the ~~Lender~~Bid ~~relating~~Price ~~to the Credit Agreement~~Rule. ~~Upon~~However, ~~the~~there ~~occurrence~~can ofbe anno ~~event~~assurance ofthat ~~default, all outstanding obligations under~~ the ~~Credit~~Company ~~Agreement~~will ~~may~~ be ~~accelerated~~able ~~and~~to ~~become~~regain ~~immediately~~compliance ~~due~~with ~~and~~the ~~payable.~~Bid Price Rule.

~~The foregoing summary description of the Credit Agreement is qualified in its entirety by reference to the full text of the Credit Agreement.~~2

~~Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant~~SIGNATURE

~~The~~Pursuant ~~information~~to ~~set~~the ~~forth~~requirements inof ~~Item~~the ~~1.01~~Securities ~~above~~Exchange isAct ~~incorporated~~of ~~herein~~1934, the registrant has duly caused this report to be signed on its behalf by ~~reference~~the undersigned hereunto duly authorized.

Item 9.01 Financial Statements and Exhibits.

	DAVIDsTEA INC.

Date: November 1, 2022	By:	/s/ Frank Zitella
	Name:	Frank Zitella
	Title:	President, Chief Financial and Operating Officer

~~(d) Exhibits.~~3

Exhibit No.		Description
99.1		Press Release of DAVIDsTEA Inc., dated August 31, 2022
104		Cover Page Interactive Data File (embedded within the Inline XBRL Document)

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.

	DAVIDsTEA INC.
Date: September 29, 2022	By:	/s/ Frank Zitella
	Name:	Frank Zitella
	Title:	President, Chief Financial and Operating Officer

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