Diginex's Shareholders Vote on a Dual-Pronged Survival Strategy

Diginex shareholders vote on an 8-to-1 reverse stock split to meet Nasdaq rules and a capital increase to fund a potential merger with Resulticks, aiming to unify sustainability tech platforms.

Diginex shareholders are casting votes today on a pair of critical proposals designed to secure the company's immediate future on the Nasdaq and fund its ambitious growth plans. The extraordinary general meeting centers on a reverse stock split to regain compliance with exchange rules and a significant increase in authorized share capital to facilitate a potential merger.

The software provider finds itself in a precarious position despite impressive top-line growth. Over the past twelve months, revenue surged by 203 percent, driven by new regulatory frameworks like the EU's CSRD and SFDR. Yet, the market has heavily discounted the stock, which has fallen approximately 87 percent year-to-date through early April. Short interest recently jumped 49 percent to around three million shares, reflecting deep skepticism about the company's path to profitability. Diginex reported an EBITDA loss of $9.58 million and an operating loss of $6.0 million, though it maintains a cash position of $13.8 million.

The most urgent item on the ballot is an 8-to-1 reverse stock split. This move is a direct response to a formal warning from Nasdaq issued on March 23, which gave Diginex until September 21, 2026, to lift its share price back above the $1 minimum listing requirement. The stock closed last Friday at just $0.53. Notably, this consolidation effectively reverses a 1-to-8 forward split the company executed just last September.

Alongside this corrective measure, shareholders are being asked to approve a major expansion of the company's authorized share capital. The new structure would consist of 495 million ordinary shares and 5 million preferred shares, providing the flexibility for future fundraising and merger and acquisition activities. This increase is intrinsically linked to Diginex's parallel negotiations with marketing technology provider Resulticks.

A finalized merger with Resulticks is not yet guaranteed, as it remains contingent on securing a non-dilutive medium-term credit facility. However, a reseller agreement is already in place, committing to $40 million in cumulative revenue for Diginex over the next four years. This deal also opens access to Resulticks' customer networks in the US, India, Southeast Asia, and the Middle East. An earlier $8 million payment related to this agreement was restructured into four equal installments throughout 2026.

The strategic vision is to merge both entities under a single, integrated technology platform spanning carbon accounting, sustainability reporting, and supply chain transparency. To steer this operational fusion, Diginex has appointed two new executives: Jacob Friedman as Chief Operating Officer and Sandra Kovacheva, formerly General Counsel at Plan A, as Chief Administrative Officer.

Today's shareholder decisions provide the necessary legal foundation for both the Nasdaq compliance play and the strategic ambition. The company has indicated it will reveal further details on its unified business strategy later in the second quarter of 2026. For now, the vote represents a calculated bid to buy time on the public market while positioning for a transformative, though still uncertain, acquisition.