Diginex Puts $1.5 Billion in Stock on the Table While Racing a September Nasdaq Deadline

Diginex plans a $1.5B all-stock acquisition of AI firm Resulticks at a premium valuation, while its stock trades below $1 and faces a Nasdaq delisting deadline in September 2026.

The London-based RegTech company Diginex is attempting a high-wire act: closing a transformative $1.5 billion acquisition entirely in shares while its stock hovers at 53 cents — far below the $1 threshold the Nasdaq demands. The outcome will determine whether the company emerges as an AI-powered ESG powerhouse or loses its US listing entirely.

A Deal Priced at a Premium the Market Doesn't Reflect

Diginex plans to acquire Resulticks Global Companies, an AI platform that delivered roughly $150 million in revenue in 2025 with a 32 percent EBITDA margin. Revenue has compounded at 70 percent annually over the past five years, and management forecasts $190 million to $210 million for 2026.

The purchase price of $1.5 billion represents ten times last year's top line. Diginex will pay entirely in stock at a valuation of $1.32 per share — more than double the current market price of 53 cents. No cash changes hands, but existing shareholders face significant dilution.

Chairman Miles Pelham frames the deal as a strategic pivot from retrospective ESG reporting to real-time decision systems. Diginex currently collects and reports environmental, social and governance data at intervals, which Pelham describes as backward-looking. Resulticks would activate that same data in real time, embedding it directly into operational workflows. The company plans to fold its existing carbon accounting, supply chain transparency and due diligence tools into a unified framework.

The Nasdaq Clock Is Ticking

The stock's prolonged slide below $1 triggered a formal warning from the exchange in March. Shareholders have since approved a 1-for-8 reverse stock split, effective April 28, which will reduce outstanding common shares to roughly 29.1 million. After the consolidation, the stock must close above $1 for ten consecutive trading days. The deadline to prove compliance is September 21, 2026.

Failure means delisting — a risk that hangs over every other strategic move the company makes.

Cash on Hand, but Operating Losses Persist

Diginex's financial picture is mixed. Revenue surged 203 percent over the past twelve months. The balance sheet shows $13.8 million in cash and no traditional bank debt. Yet the business continues to burn cash: the most recent quarter ended with an operating loss of $6 million.

The Resulticks acquisition itself carries conditions. Management must secure non-dilutive debt financing before the end of the second quarter. If the deal closes — the company expects that within 30 to 45 days — the combined entity targets $280 million in revenue by 2027.

What Comes Next

Trading in the post-split shares begins Tuesday under the same ticker but with a new CUSIP number. During the second quarter, management plans to release detailed integration plans for Resulticks. That same window carries the hard deadline for the required debt financing.

For now, Diginex is betting that a $1.32-per-share valuation — set by its own board, not the market — can carry the deal through. Whether investors agree will become clear once the transaction closes and the stock begins trading under its new structure.