Diginex Seeks Shareholder Nod to Reverse Course on Nasdaq and Merger Plans

Diginex calls shareholder vote for an 8-to-1 reverse split to regain Nasdaq compliance. The firm pivots to a major reseller deal after its merger stalled, targeting $40M in revenue.

Diginex is charting a new path after its planned merger hit a funding roadblock. The ESG and compliance software firm, which recently consolidated four subsidiaries into a single platform, is now pivoting to a major reseller agreement while simultaneously asking shareholders to approve a drastic measure to save its Nasdaq listing.

The company has called an extraordinary general meeting for Monday, April 13, where investors will vote on a proposed 8-to-1 reverse stock split. This technical maneuver is a direct response to a formal warning from the Nasdaq listing department received in late March, after Diginex's share price traded below the critical $1.00 threshold for 30 consecutive trading days. Approval would consolidate eight existing shares into one new share, lifting the nominal price above the compliance level and buying the company time to meet all Nasdaq requirements by September 21, 2026. Shareholders will also vote on increasing the company’s authorized share capital to $200,000, divided into common and preferred stock.

This urgent vote comes as the company's broader strategic merger with Resulticks Global Companies has stalled due to a lack of non-dilutive financing. Instead of a full combination, the partners are moving forward with a significant four-year reseller agreement. The deal, already signed, targets $40 million in revenue by having Resulticks sell Diginex's ESG and compliance platforms in key international markets including the United States, Southeast Asia, and India.

In a parallel financial restructuring, Diginex has reworked an $8 million loan it had extended to Resulticks. The outstanding amount will now be repaid in four equal installments, with the final payment due by the end of September 2026.

Operationally, Diginex is showing robust growth despite its profitability challenges. Revenue over a rolling twelve-month period has surged by 203 percent. The company’s financial position is supported by $13.8 million in liquid assets and a debt-free balance sheet. Its strategic refocus is increasingly targeting banks and asset managers, a move driven by tightening European regulations like the Corporate Sustainability Reporting Directive (CSRD) that are boosting demand for unified software solutions for sustainability reporting and supply chain transparency.

The outcome of Monday's shareholder vote is critical. Securing the necessary quorum and approval for the reverse split provides Diginex with the operational flexibility needed to continue its strategic realignment and pursue future acquisition plans. Management has indicated it will present further details on the commercial strategy for its newly integrated technology platform in the second quarter of 2026.