Diginex Ltd (DGNX) identifies Jonathan O'Keefe as a director in a beneficial-ownership filing.
Diginex Limited shareholders approved the acquisition of all issued and outstanding share capital of Resulticks under the A&R SPA and authorized issuing the sellers 600,000,000 ordinary shares, subject to the authorized-capital changes and proportionate adjustment under the A&R SPA for any consolidation, subdivision or other reorganization. The transaction and change-of-control proposals each received 98.8% of votes present.
Shareholders also approved increasing authorized capital, conditional upon closing of the Transaction other than the issuance of the Consideration Shares, from 495,000,000 ordinary and 5,000,000 preferred shares to 1,300,000,000 ordinary shares, followed immediately by a 10-for-1 consolidation subject to applicable law and Nasdaq requirements; authorized share capital would then be 130,000,000 ordinary shares, with fractional entitlements rounded up. The incentive plan’s shares available for issuance increase from 5,400,000 to 9,000,000 after the consolidation adjustment. The ancillary-agreements proposal passed with 73.7% of votes present and includes up to 40,000,000 shares for Rhino Ventures Limited, up to approximately 58,823,530 shares for the Resulticks Additional Investment, and up to 15,000,000 shares payable to the transaction introducer, each subject to adjustment for the consolidation.
Diginex Ltd (DGNX) provided additional information on Resulticks’ existing financing as Diginex pursues its proposed acquisition of 100% of the equity securities of Resulticks Global Companies Pte. Limited (RGCPL). Resulticks supplied the financing details, which Diginex has not independently verified. The extraordinary general meeting remains scheduled for October 8, 2026, and completion remains subject to the sale and purchase agreement conditions, including lender consents and approval of Diginex’s Nasdaq initial listing application.
RGCPL’s Ascertis term facility has a US$40.0 million commitment, with approximately US$31.8 million of principal outstanding, and matures no later than December 3, 2029. The acquisition constitutes a change of control under the facility, and receipt of a lender no-objection certificate is a condition precedent to completion. Diginex expects its corporate guarantee to replace IDGPL’s, but lender consent is not assured. REDGE and RDIPL have approximately US$21.0 million of principal outstanding under the Anicut Facilities; Resulticks intends to refinance them before closing, though refinancing and equivalent terms are not assured. Diginex is not currently a party to either facility and has provided no related guarantee or security. Any guarantee or security it may provide is subject to Board approval and, where required or considered appropriate, shareholder approval.
Diginex Ltd director and ten percent owner Miles Christian Pelham reported four ordinary-share sales totaling 1,035,107 shares across direct and indirect holdings. Rhino Ventures Limited held the three indirect sales: 398,659 shares on September 14 and 38,750 on September 16, each at $1.46 per share, and 294,298 on September 22 at $1.43. Pelham directly sold 303,400 shares on September 22 at $1.43, leaving 0 directly held shares. No Rule 10b5-1 plan is reported.
Diginex Ltd (DGNX) disclosed an agreement to acquire all issued and outstanding share capital of Resulticks for US$1.05 billion, payable entirely in equity through 600,000,000 newly issued ordinary shares to the sellers at an agreed price of US$1.75 per share. Closing is expected on or before October 30, 2026, subject to various conditions; the agreement states there can be no assurance the transaction will close.
At closing, Rhino Ventures Limited is to receive 40,000,000 ordinary shares for terminating and cancelling its 51% Warrant, outstanding IPO warrants, and all RSUs and PSUs; the Rhino shares are subject to forfeiture under the agreements. Rhino reported beneficial ownership of 32,355,003 ordinary shares underlying warrants exercisable within 60 days. Rhino sold 398,659 shares on September 14, 2026, 38,750 on September 16, 2026, and 294,298 on September 22, 2026; Chairman Miles Pelham separately sold 303,400 shares on September 22, 2026. The reported sale prices were US$1.46 per share on September 14 and 16, 2026, and US$1.43 on September 22, 2026.
Diginex Limited (DGNX) is seeking shareholder approval to acquire all of the issued and outstanding share capital of Resulticks Global Companies Pte. Limited. The proposal would authorize issuance of 600,000,000 ordinary shares to the sellers, subject to the proposed authorized-capital change and the A&R SPA’s proportionate adjustment for any consolidation, subdivision or other reorganization.
Subject to transaction closing, authorized capital would change to 1,300,000,000 ordinary shares, followed by a proposed consolidation of every 10 issued and unissued ordinary shares into one, subject to applicable law and Nasdaq requirements. After consolidation, authorized capital would comprise 130,000,000 ordinary shares. The incentive-plan pool would increase from 5,400,000 to 9,000,000 shares after factoring in the consolidation.
Ancillary proposals include up to 40,000,000 shares for Rhino Ventures Limited, owned by Chairman Miles Pelham, alongside cancellation of Diginex Founder Warrants and subject to contemplated forfeiture, treasury-share or alternative-security arrangements; up to approximately 58,823,530 shares for the Resulticks Additional Investment; and up to 15,000,000 shares payable to the transaction introducer, each subject to consolidation adjustment. Shareholders of record August 14, 2026 are scheduled to vote October 8, 2026; the Board unanimously recommends FOR all eight proposals.
Diginex Ltd (DGNX) reports several leadership changes. On August 28, 2026, Lubomila Jordanova resigned as Chief Executive Officer and as a member of the Board, effective August 31, 2026, citing personal reasons and no disagreements regarding operations, policies or practices.
Under an amended employment agreement dated August 31, 2026, the company engaged Ms. Jordanova, through Rippling Switzerland GmbH, as Senior Advisor to the Board from September 1, 2026 through February 28, 2027, with an annual salary of CHF 321,559.80. On August 31, 2026, the Board appointed Chief Impact Officer Archana Kotecha as interim Chief Executive Officer and appointed Graham Bridges as Chief Technology Officer, both effective August 31, 2026.
On September 3, 2026, Board member Tomicah Tillemann-Dick resigned from the Board and ceased serving on the Audit & Risk Committee and Nomination & Compensation Committee, also citing personal reasons and no disagreements. On August 14, 2026, Jacob S. Friedman submitted his resignation as Chief Operating Officer, effective September 30, 2026.
Diginex Ltd (DGNX) filed an amended initial statement of beneficial ownership for Jacob S. Friedman, who served as Chief Operating Officer. He was appointed on April 24, 2026, and tendered his resignation on August 14, 2026, effective September 30, 2026. The statement notes it is being filed late and that the beneficial ownership information is reported as of April 24, 2026. No equity transactions or specific holdings are reported in this amendment.
Diginex Ltd (DGNX) reported that Sandra Kovacheva became Chief Administrative Officer on April 24, 2026, triggering an initial insider ownership report on Form 3. The filing states it is being filed late relative to the 10‑day requirement and reflects beneficial ownership information as of April 24, 2026, but lists no specific holdings or transactions.
Diginex Ltd (DGNX) reported the initial beneficial ownership of former officer Jacob S. Friedman on a Form 3 that the company notes is being filed late. Friedman was appointed Chief Operating Officer on April 24, 2026 and resigned effective August 14, 2026. The company states that the beneficial ownership information reflects his holdings as of April 24, 2026, the date that triggered the reporting requirement. No specific holdings or transactions are detailed in this filing.