Diginex Ltd (DGNX) SEC Filings

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.

Diginex Ltd (DGNX) received an amended Schedule 13D from Rhino Ventures Limited (Rhino Cayman) and its sole owner, Chairman Miles Pelham, updating their beneficial ownership and major agreements. As of August 10, 2026, Diginex had 50,130,130 Ordinary Shares outstanding following a one-for-eight share consolidation.

Rhino Cayman reports beneficial ownership of 33,048,073 Ordinary Shares, or 40.1% of the class, including 32,316,366 shares underlying warrants exercisable within 60 days. Pelham beneficially owns 33,351,473 shares, or 40.5%, including Rhino Cayman’s holdings. On August 17, 2026, Pelham sold 294,380 shares at $1.00 per share and Rhino Cayman sold 6,908,540 shares at $1.00 per share in private transactions.

Diginex agreed to acquire Resulticks Global Companies for US$1.05 billion, payable entirely in equity via 600,000,000 newly issued Ordinary Shares at $1.75 per share, expected to close on or before October 30, 2026, subject to conditions. In connection with this transaction, Rhino Cayman and Pelham agreed to terminate the 51% Warrant, specified IPO warrants, and Pelham’s RSUs/PSUs in exchange for an allotment of 40,000,000 new Diginex shares at closing, which are subject to potential forfeiture under the deal terms.

Diginex Ltd (DGNX) reported that director and ten percent owner Miles Pelham filed a Form 4 for multiple sales of Ordinary Shares on August 17, 2026 at $1.00 per share. Three transactions were sales of indirectly held shares by Rhino Ventures Limited, an entity wholly owned and managed by Pelham, over which he has voting and dispositive control. A further sale of 294,380 directly held shares left Pelham with 303,400 Ordinary Shares held directly. The company effected a one-for-eight Share Consolidation of its Ordinary Shares on April 28, 2026, and the reported share numbers reflect this adjustment.

Diginex Limited reported FY2026 revenue of $3.6 million, a 77% increase from $2.0 million, driven mainly by growth in software solutions and new data sales. General and administrative expenses rose sharply to $28.5 million, including higher employee costs, M&A expenses, and a $7.0 million goodwill impairment, leading to an operating loss of $24.9 million and a net loss of $31.1 million. Adjusted EBITDA was a loss of $13.0 million. The balance sheet shows $6.3 million in net current assets and no interest-bearing debt, alongside warrant liabilities of $28.6 million.

Diginex signed an amended and restated sale and purchase agreement to acquire 100% of Resulticks for $1.05 billion, payable in 600,000,000 new shares at $1.75 each. Resulticks generated $150 million revenue and $17 million profit after tax in FY2025 and, together with Resulticks’ $50 million investors, is expected to hold about 86% of the enlarged share capital at completion. The amendment reduces consideration from the original $1.5 billion structure and introduces lock-ups and registration rights.

The transaction is tied to $70 million in committed private funding: $20 million into Diginex (20 million shares plus 20 million warrants at $1.00) and $50 million arranged by Resulticks at $0.85 per Diginex share. Founder and IPO warrants, RSUs and PSUs held by entities associated with Chairman Miles Pelham are to be cancelled in exchange for 40 million new shares, subject to forfeiture if the full $20 million raise is not received. An introducer will receive 15 million shares at completion. Completion, targeted by October 30, 2026, remains subject to shareholder approval, Nasdaq listing approval, funding and other conditions, and may not occur.

Diginex Limited received an updated Schedule 13G/A from a group of related Hearst entities, including HBM IV, Inc., Fitch Group, Inc., Hearst Communications, Inc., and The Hearst Family Trust. On May 28, 2026, HBM IV sold all of its remaining Ordinary Shares of Diginex. Because the Hearst entities were deemed to beneficially own those shares through their control chain, this sale reduces each reporting person's holdings to 0 Ordinary Shares, or 0% of the class, with no voting or dispositive power remaining.

Diginex Limited, a Cayman Islands holding company focused on ESG and sustainability software, reports results for the year ended March 31, 2026 and details major corporate actions. The group operates through subsidiaries in Hong Kong, the UK, the US, Europe and the Middle East, and expanded via three acquisitions: Matter (ESG data analytics) on October 3, 2025, The Remedy Project (human-rights advisory) on January 7, 2026, and Plan A (climate tech and carbon accounting) on January 13, 2026.

For fiscal 2026, Diginex generated $3.6 million of revenue but recorded an operating loss of $24.9 million, continuing its history of losses as it invests in building its business. Revenue was $2.0 million in 2025 and $1.3 million in 2024. As of March 31, 2026 there were 29,130,130 ordinary shares outstanding.

On April 28, 2026 the company implemented an 8‑for‑1 share consolidation and increased authorized share capital from US$50,000 to US$200,000, now divided into 495,000,000 ordinary shares and 5,000,000 preferred shares, each with $0.0004 par value. In January 2025 Diginex completed an IPO of 2,250,000 shares at $4.10, plus a 337,500‑share over‑allotment, and issued sizable founder and IPO warrants with exercise prices ranging from $5.13 to $12.30 per share.

The report highlights significant risks: limited operating history, recurring losses, dependence on growing demand for sustainability solutions, cybersecurity and data‑security exposure, and extensive geopolitical and regulatory uncertainty tied to Hong Kong operations, PRC oversight trends and potential U.S. trading restrictions under the Holding Foreign Companies Accountable Act.

Diginex Limited entered into securities purchase agreements on July 20, 2026 with three unrelated investors for a $20 million private offering. The deal covers the issuance of 20,000,000 ordinary shares and 20,000,000 warrants, each warrant exercisable to purchase one ordinary share at $1.00 per share for a period of 5 years from issuance.

Investor 1 agreed to purchase 10,000,000 shares and 10,000,000 warrants for $10,000,000, with payments made in five installments through March 31, 2027. Investors 2 and 3 each committed to 5,000,000 shares and 5,000,000 warrants for $5,000,000, payable in two installments. The offering relies on exemptions under Section 4(a)(2), Regulation D and/or Regulation S. As a fee for introducing the investors, Diginex will issue 1,000,000 ordinary shares, valued at $1,000,000, to VB Capital Limited under a separate introducer agreement.