Diginex Faces Twin Threats: Legal Probes and a Nasdaq Exit Countdown

Diginex's $1.5B all-stock acquisition of Resulticks triggers US law firm investigations as stock plunges 63%, risking Nasdaq delisting amid severe valuation gap.

The gap between ambition and market reality has rarely been starker than at Diginex, where a $1.5 billion all-stock acquisition plan has triggered investigations by US law firms even as the company races to avoid being booted from the Nasdaq.

Rosen Law Firm and Schall Law Firm have opened inquiries into potential securities law violations surrounding the proposed takeover of software specialist Resulticks. Rosen is already preparing a class action, aiming to recover losses for shareholders who bought into a deal that values Resulticks at a price far above what the market is willing to pay for Diginex’s own equity.

The math is brutal. Diginex’s management set a reference price of $10.56 per share for the all-stock consideration. But when markets closed last Thursday, the stock was trading at just $1.45 — a chasm that has alarmed investor advocates who suspect misleading disclosures about the transaction’s viability.

Diginex’s financials underscore the sheer scale of the mismatch. The company generated roughly $2 million in revenue last fiscal year and posted a net loss of nearly $10 million. Resulticks, by contrast, is expected to contribute around $150 million in annual revenue. To bridge that gulf, the board approved a restructuring in March that merges four previously separate units — Diginex, Plan A, Matter and The Remedy Project — into a single technology platform focused on carbon accounting and supply chain transparency.

Deputy Chairman Lorenzo Romano laid out the vision in a recent investor interview, pitching the unified platform as a bet on the booming market for sustainability RegTech, which the company expects to exceed $80 billion by 2032 as ESG regulations tighten globally.

But the stock market has delivered a harsh verdict. The shares have shed roughly 63 percent in just ten trading sessions, accelerating a slide that forced Diginex to execute a 1-for-8 reverse stock split at the end of April. That mechanical fix briefly lifted the price but failed to stem the selling pressure.

The Nasdaq listing itself is now in jeopardy. The exchange requires a minimum bid price of $1.00, and Diginex had breached that threshold for 30 consecutive trading days before the reverse split. The company has until September 21, 2026 to trade above $1.00 for ten straight sessions. If it fails, it faces expulsion from the Nasdaq Capital Market.

The clock is ticking on two fronts. Romano has promised further strategic details in the second quarter, but the legal scrutiny adds a layer of uncertainty that could complicate both the Resulticks deal and the Nasdaq compliance effort. If the acquisition collapses under regulatory or legal pressure, the delisting risk becomes acute — and the gap between a $1.45 stock and a $10.56 reference price will no longer be a matter of legal debate, but of survival.