Diginex Faces a Two-Front Battle: A $1.5 Billion All-Stock Takeover and a Nasdaq Survival Clock

Diginex races to meet Nasdaq's $1 share price deadline while pursuing a dilutive $1.5B all-stock acquisition of Resulticks, with a reverse split approved.

The next few weeks will determine whether Diginex can pull off a transformative acquisition while keeping its Nasdaq listing intact. The London-based regtech company signed a blockbuster deal in mid-April to acquire Resulticks Global Companies for $1.5 billion, payable entirely in equity, with completion targeted within 30 to 45 days. At the same time, it is scrambling to meet a hard September 21 deadline to prove its stock can trade above $1.

A Reverse Split to Stay Alive

Shareholders have already approved an 8-for-1 reverse stock split, effective April 28. The move will collapse eight existing shares into one, reducing the total outstanding common shares to roughly 29.1 million. The action was unavoidable: Diginex shares had languished below the $1 threshold for weeks, triggering a formal warning from the Nasdaq. After the consolidation, the stock must close at or above $1 for ten consecutive trading sessions to regain compliance.

The newly combined shares will begin trading Tuesday under the same ticker but with a new CUSIP number. Failure to meet the Nasdaq’s conditions by September 21 would result in delisting.

The Resulticks Deal: Complex and Dilutive

While fighting for its exchange listing, Diginex is pushing ahead with the Resulticks acquisition. The target is a high-margin player in sustainability software, having generated roughly $150 million in revenue in 2025 with a 32% operating margin. Its growth trajectory remains steep: management forecasts revenue of up to $210 million for the current fiscal year and $280 million in 2027.

Diginex plans to issue over one billion new shares at an average price of $1.32 each to fund the all-stock purchase. That creates significant dilution for existing holders. The transaction also carries strict conditions: shareholder approval for the capital increase, Nasdaq clearance for the new shares, regulatory green lights, and sweeping governance changes.

A non-dilutive debt financing must be secured by the end of the second quarter for the deal to close. If successful, Diginex intends to integrate Resulticks into a unified technology platform for sustainability reporting and supply chain transparency, combining verified ESG data with AI-powered real-time analytics.

Restructuring Under New Leadership

CEO Lubomila Jordanova, in her first weeks at the helm, has conducted a thorough review of Diginex’s operating units. The resulting strategic blueprint will guide the company into the new fiscal year. The restructuring is being supported by high-profile backers: Visa and Deutsche Bank became shareholders through the January acquisition of startup Plan A, and that client base is expected to accelerate expansion into Asia and North America.

The market for sustainability software is projected to grow more than 20% annually, potentially reaching $100 billion globally by the end of the decade. Diginex’s own revenue surged 203% over the past twelve months, but the business remains unprofitable. The latest quarter ended with an operating loss of $6 million. The company holds $13.8 million in cash and carries no traditional bank debt.

What Comes Next

The second quarter will bring critical updates. Diginex has promised concrete details on its new business strategy, including the technological integration plan for Resulticks. The financing deadline for the acquisition also falls within that window. For now, the company is racing on two tracks: one toward a transformative deal, the other toward a simple $1 stock price that keeps it on the Nasdaq.