RYVYL Inc. Files 8-K: Material Agreements and Obligations

TL;DR

RYVYL filed an 8-K detailing material agreements and changes to financial obligations/security holder rights.

AI Summary

RYVYL Inc. announced on January 23, 2025, that it has entered into a material definitive agreement. The company also reported triggering events that accelerate or increase a direct financial obligation or an obligation under an off-balance sheet arrangement, and material modifications to the rights of security holders. Specific details regarding the agreement and its financial implications were not provided in this initial filing.

Why It Matters

This filing indicates significant corporate actions by RYVYL Inc. that could impact its financial obligations and security holder rights, requiring investor attention.

Risk Assessment

Risk Level: medium — The filing indicates material definitive agreements and potential acceleration of financial obligations, which could signal significant financial or operational changes for the company.

Key Players & Entities

• RYVYL Inc. (company) — Registrant
• January 23, 2025 (date) — Date of earliest event reported

FAQ

Key Financial Figures

• $0.001 — ch Registered Common Stock, par value $0.001 per share RVYL The Nasdaq Stock Mar
• $0.01 — Convertible Preferred Stock, par value $0.01 per share (the "Series B Preferred Shar
• $17,000,000 b — nsideration for an aggregate payment of $17,000,000 by the Company to the Securityholder (sub
• $50,000 — er (subject to an additional payment of $50,000, if the first payment is extended) (the
• $13 million — nstallments, the first in the amount of $13 million (the "First Installment"), which is due
• $4 million — he second installment, in the amount of $4 million ($4,050,000 if the Company exercises it
• $4,050,000 — stallment, in the amount of $4 million ($4,050,000 if the Company exercises its option for
• $15,000,000 — pe") for an aggregate purchase price of $15,000,000 (the "Financing Purchase Price"). Under
• $16.5 million — plated therein, by paying the Purchaser $16.5 million on or before 90 days after the date of
• $500,000 — sideration for the Company's payment of $500,000 to the Purchaser. If the SPA is termina

Filing Documents

• ryvyl20250123_8k.htm (8-K) — 38KB
• ex_769935.htm (EX-10.1) — 113KB
• ex_769713.htm (EX-10.2) — 334KB
• ex_769976.htm (EX-10.3) — 38KB
• ex_769977.htm (EX-10.4) — 31KB
• ex_770006.htm (EX-99.1) — 12KB
• ryvyl_logo1.jpg (GRAPHIC) — 3KB
• 0001185185-25-000039.txt ( ) — 797KB
• rvyl-20250123.xsd (EX-101.SCH) — 3KB
• rvyl-20250123_lab.xml (EX-101.LAB) — 19KB
• rvyl-20250123_pre.xml (EX-101.PRE) — 11KB
• ryvyl20250123_8k_htm.xml (XML) — 3KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement Preferred Stock Repurchase And Note Repayment Agreement On January 23, 2025, RYVYL Inc., a Nevada corporation (the "Company") entered into a Preferred Stock Repurchase and Note Repayment Agreement (the "Repurchase Agreement") with a securityholder of the Company (the "Securityholder") which provides for repayment of the outstanding balance of an 8% Senior Convertible Note issued to the Securityholder on November 8, 2021 (the "Note"), which Note was originally due on November 5, 2023, and which maturity date was extended through April 5, 2026, pursuant to subsequent extensions provided by the Securityholder. Additionally, pursuant to two Exchange Agreements between the Company and the Securityholder entered into on July 25, 2023 and November 27, 2023, respectively, a portion of the outstanding balance of the Note was exchanged for 55,000 shares of the Company's Series B Convertible Preferred Stock, par value $0.01 per share (the "Series B Preferred Shares"). Pursuant to terms of the Repurchase Agreement, in consideration for an aggregate payment of $17,000,000 by the Company to the Securityholder (subject to an additional payment of $50,000, if the first payment is extended) (the "Repurchase Price"), (i) the entire outstanding principal balance of the Note, including all accrued and unpaid interest, shall be deemed to have been paid and (ii) all outstanding Series B Preferred Shares held by the Securityholder will be repurchased by the Company. The Repurchase Agreement provides for the payment of the Repurchase Price in two installments, the first in the amount of $13 million (the "First Installment"), which is due on the earlier of (i) 48 hours after funds are received in the Financing (defined below) and (ii) January 27, 2025; provided that the date of the First Installment may be extended, at the sole option of the Company, until February 3, 2025, in consideration for a payment in the amount of $50,000. Th

01 Other Events

Item 8.01 Other Events. On January 24, 2025, the Company issued a press release (the "Press Release") announcing its entry into the Repurchase Agreement. The Press Release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Document 10.1* Preferred Stock Repurchase and Note Repayment Agreement, dated as of January 23, 2025 10.2* Stock Purchase Agreement, dated as of January 23, 2025 10.3* Escrow Agreement, dated as of January 23, 2025 10.4* Termination Agreement, dated as of January 23, 2025 99.1* Press Release, dated as of January 24, 2025 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). * Filed herewith Certain of the exhibits and schedules to this Exhibit have been omitted in accordance with Regulation S-K Item 601(a)(5). The Registrant agrees to furnish a copy of all omitted exhibits and schedules to the SEC upon its request. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has caused this report to be signed on its behalf by the undersigned hereunto duly authorized. RYVYL, Inc. Date: January 24, 2025 By: /s/ Fredi Nisan Fredi Nisan Chief Executive Officer

View Full Filing

View this 8-K filing on SEC EDGAR