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Diginex Limited (DGNX) arranges $20M private offering of shares and $1 warrants

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
6-K

Rhea-AI Filing Summary

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.

Positive

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Negative

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Filing Explained

The offering’s holder impact is staged: 20 million shares follow initial payments, while 20 million warrants remain conditional on final payments.

As a Form 6-K, this report furnishes material information published in a foreign private issuer’s home market; Diginex reports signed securities purchase agreements dated July 20, 2026 for the private offering.

Although the filing describes a $20 million raise, it specifies installment payments and makes delivery conditional: the 20 million shares are to be received after initial payments, while the 20 million warrants are to be received after final payments; the filing does not state that the full amount has been received.

Each warrant can be exercised for one additional ordinary share over five years, so the warrants represent potential future issuance rather than shares already issued; issuing the shares and any exercised warrant shares would increase the share count and reduce existing holders’ percentage ownership absent offsetting changes.

The filing lists January 31, 2026 and February 28, 2026 as later payment dates for Investors 2 and 3 even though the SPAs are dated July 20, 2026; the attached agreements are the stated documents for resolving that timing.

Private offering size $20,000,000 Aggregate purchase price for 20,000,000 ordinary shares and 20,000,000 warrants
Shares issued 20,000,000 shares Ordinary shares to be issued to the three investors under the SPAs
Warrants issued 20,000,000 warrants Warrants exercisable to purchase one ordinary share each at $1.00
Warrant exercise price $1.00 per share Exercise price per ordinary share under each Warrant
Warrant term 5 years Period during which the Warrants are exercisable from the date of issuance
Investor 1 commitment $10,000,000 For 10,000,000 ordinary shares and 10,000,000 warrants
Introducer fee $1,000,000 Paid through issuance of 1,000,000 ordinary shares to VB Capital Limited
securities purchase agreement financial
"signed securities purchase agreements (the “SPAs”), with three unrelated parties"
A securities purchase agreement is a written contract between a buyer and a seller outlining the terms for buying or selling financial assets such as stocks or bonds. It specifies details like the price, quantity, and conditions of the transaction, similar to a shopping list with agreed-upon terms. For investors, it provides clarity and legal protection when transferring ownership of these financial instruments.
warrants financial
"20 million warrants (the “Warrants”) that can be exercised at $1 per warrant"
Warrants are special documents that give you the right to buy a company's stock at a set price before a certain date. They are often used as a way for companies to attract investors or raise money, and their value can increase if the company's stock price goes up.
Section 4(a)(2) of the Securities Act of 1933 regulatory
"sold in reliance upon the exemption provided in Section 4(a)(2) of the Securities Act of 1933"
Regulation D regulatory
"and Rule 506 of Regulation D and/or Regulation S promulgated thereunder"
Regulation D is a set of rules that govern how companies can raise money from investors without going through the full process required for public stock offerings. It provides simplified options for private placements, making it easier for companies to seek investments from a smaller group of investors. For investors, it offers opportunities to invest in private companies, often with fewer restrictions, but also with different levels of risk and disclosure.
Regulation S regulatory
"Rule 506 of Regulation D and/or Regulation S promulgated thereunder"
Regulation S is a set of rules that allows companies to sell securities (like shares or bonds) to investors outside the United States without having to follow all U.S. securities laws. It matters because it makes it easier for companies to raise money from international investors while still complying with U.S. regulations.
Introducer Agreement financial
"pursuant a written agreement, dated June 30, 2026 (the “Introducer Agreement”)"

AI-generated analysis. How Rhea-AI works. Not financial advice.

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FAQ

What capital is DGNX raising in this August 2026 Form 6-K?
Diginex Limited is raising $20 million through a private offering of 20,000,000 ordinary shares and 20,000,000 warrants under securities purchase agreements dated July 20, 2026, with three unrelated investors.

What are the key terms of the warrants issued by DGNX?
Diginex’s warrants allow holders to purchase one ordinary share at $1.00 per warrant. A total of 20,000,000 warrants are being issued, and they are exercisable for 5 years from the date of issuance.

How is the $20 million DGNX private offering structured among investors?
Investor 1 committed $10,000,000 for 10,000,000 shares and 10,000,000 warrants. Investors 2 and 3 each committed $5,000,000 for 5,000,000 shares and 5,000,000 warrants, with payments made in scheduled installments.

Over what schedule will DGNX receive the private placement funds?
Investor 1 pays in five tranches through March 31, 2027. Investors 2 and 3 each pay in two tranches, including initial payments of $750,000 on or before July 28, 2026, followed by larger final payments on later specified dates.

What fee is DGNX paying for introducing the investors in this deal?
Diginex will pay a $1,000,000 introducer fee to VB Capital Limited, satisfied by issuing 1,000,000 ordinary shares under an Introducer Agreement dated June 30, 2026, for arranging the investor introductions.

Under which U.S. securities law exemptions is the DGNX offering being made?
The securities were sold in reliance on Section 4(a)(2) of the Securities Act of 1933 and Rule 506 of Regulation D and/or Regulation S, allowing a private offering without a public registration.

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

Form 6-K

 

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE

SECURITIES EXCHANGE ACT OF 1934

 

For the month of August 2026

 

Commission File Number: 001-42459

 

DIGINEX LIMITED

(Exact name of Registrant as specified in its charter)

 

Not Applicable

(Translation of registrant’s name into English)

 

25 Wilton Road, Victoria

London

Greater London

SW1V 1LW

United Kingdom

(Address of principal executive office)

 

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

 

Form 20-F ☒ Form 40-F ☐

 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐

 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐ 

 

 

 

 

 

 

Diginex Private Offering of Securities.

 

On July 20, 2026, Diginex Limited (the “Company”) signed securities purchase agreements (the “SPAs”), with three unrelated parties (the “Investors”), to raise $20 million in exchange for the issuance of 20 million ordinary shares (the “Shares”) and 20 million warrants (the “Warrants”) that can be exercised at $1 per warrant. Each Warrant may be exercised to purchase one ordinary share, par value $0.0004 per share at a price of $1,00 per share and the Warrants are exercisable for a period of 5 years from the date of issuance. Pursuant to the SPAs, the Investors shall pay the purchase price over time and the Investors will receive the Shares upon payment of the initial payment under the SPAs and the Investors shall receive the Warrants upon the payment of the final payment under the SPAs. The Shares and Warrants were sold in reliance upon the exemption provided in Section 4(a)(2) of the Securities Act of 1933, as amended, and Rule 506 of Regulation D and/or Regulation S promulgated thereunder.

 

Investor 1, a resident of Dubai, UAE (“Investor 1”), signed a securities purchase agreement, dated July 20, 2026 with the Company to purchase 10,000,000 Ordinary Shares and 10,000,000 warrants for a purchase price of $10,000,000 (the “Investor 1 SPA”). Investor 1 shall pay the purchase price as follows: (i) $1,000,000 on or before, July 30, 2026, (ii) $1,000,000 on or before, October 16, 2026; (iii) $1,500,000 on or before, November 20, 2026, (iv) $1,500,000 on or before, December 18, 2026; and (v) $5,000,000 on or before, March 31, 2027.

 

Investor 2, an entity with offices located in Dubai UAE (“Investor 2”), signed a securities purchase agreement, dated July 20, 2026 with the Company to purchase 5,000,000 Ordinary Shares and 5,000,000 warrants for a purchase price of $5,000,000 (the “Investor 2 SPA”). Investor 2 shall pay the purchase price as follows: (i) $750,000 on or before, July 28, 2026 and (ii) $4,250,000 on or before January 31, 2026.

 

Investor 3, an entity formed in the Cayman Islands (“Investor 3”), signed a securities purchase agreement, dated July 20, 2026 with the Company to purchase 5,000,000 Ordinary Shares and 5,000,000 warrants for a purchase price of $5,000,000 (the “Investor 3 SPA”). Investor 3 shall pay the purchase price as follows: (i) $750,000 on or before, July 28, 2026 and (ii) $4,250,000 on or before February 28, 2026.

 

The foregoing description of the Investor 1 SPA, Investor 2 SPA and the Investor 3 SPA do not purport to be complete and are qualified in their entirety by the terms and conditions of the actual agreement, copies of which are attached hereto as Exhibits 10.1, 10.2 and 10.3, and are incorporated herein by reference.

 

The Company will pay a fee of $1 million payable through the issuance of 1,000,000 shares of the Company’s Ordinary Shares to VB Capital Limited, an unrelated entity, organized in the British Virgin Islands, for introducing the Investors to the Company, pursuant a written agreement, dated June 30, 2026 (the “Introducer Agreement”).

 

The foregoing description of the Introducer Agreement does not purport to be complete and is qualified in its entirety by the terms and conditions of the actual agreement, a copy of which is attached hereto as Exhibit 10.4, and is incorporated herein by reference.

 

Exhibit No.   Description
10.1   Securities Purchase Agreement, dated July 20, 2026 by and between Investor 1 and Diginex Limited.
10.2   Securities Purchase Agreement, dated July 20, 2026 by and between Investor 2 and Diginex Limited.
10.3   Securities Purchase Agreement, dated July 20, 2026 by and between Investor 3 and Diginex Limited.
10.4   Introducer Agreement, dated June 30, 2026, by and between VB Capital Limited and Diginex Limited.

 

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

  DIGINEX LIMITED
     
Date: August 7, 2026   /s/ Lubomila Jordanova
  Name: Lubomila Jordanova
  Title: Chief Executive Officer
    (Principal Executive Officer)

 

 

 

Source: View Original Filing on SEC EDGAR

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