RYVYL Inc. Files 8-K for Material Agreements

TL;DR

RYVYL Inc. signed a big deal and changed some rules for shareholders on Dec 9th.

AI Summary

On December 9, 2025, RYVYL Inc. entered into a material definitive agreement. The company also made modifications to the rights of security holders and amended its articles of incorporation or bylaws. The filing was made on December 12, 2025, and pertains to events as of December 9, 2025.

Why It Matters

This 8-K filing indicates significant corporate actions by RYVYL Inc., including new agreements and changes affecting security holders, which could impact the company's operations and stock value.

Risk Assessment

Risk Level: medium — Material definitive agreements and modifications to security holder rights can introduce significant changes and potential risks for a company.

Key Players & Entities

• RYVYL Inc. (company) — Registrant
• December 9, 2025 (date) — Date of earliest event reported
• December 12, 2025 (date) — Filing date
• Nevada (jurisdiction) — State of incorporation
• 001-34294 (identifier) — SEC file number

FAQ

Key Financial Figures

• $0.001 — ch registered Common Stock, par value $0.001 per share RVYL The Nasdaq Stock Mar
• $5,000,000 — October 7, 2025, for gross proceeds of $5,000,000 to the Company before offering expenses
• $1,500,000 — 0 shares of Series C Preferred Stock by $1,500,000 to an aggregate of $6,500,000, to be pa
• $6,500,000 — Stock by $1,500,000 to an aggregate of $6,500,000, to be paid at the signing of the Amend
• $100.00 — in the Certificate of Designation from $100.00 to $130.00 for an aggregate Stated Valu
• $130.00 — tificate of Designation from $100.00 to $130.00 for an aggregate Stated Value of $6,500

Filing Documents

• rvyl8k121125.htm (8-K) — 28KB
• rvyls1aex3-1.htm (EX-3.1) — 0KB
• rvyls1aex10-1.htm (EX-10.1) — 9KB
• ex3-1_001.jpg (GRAPHIC) — 453KB
• 0001185185-25-002045.txt ( ) — 828KB
• rvyl-20251209.xsd (EX-101.SCH) — 3KB
• rvyl-20251209_lab.xml (EX-101.LAB) — 33KB
• rvyl-20251209_pre.xml (EX-101.PRE) — 22KB
• rvyl8k121125_htm.xml (XML) — 4KB

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement As previously disclosed in the Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission (the "SEC") on October 7, 2025 (the "October Form 8-K"), RYVYL Inc., a Nevada corporation (the "Company") entered into a Securities Purchase Agreement (the "Purchase Agreement"), dated October 6, 2025, with RTB Digital, Inc. ("RTB"), pursuant to which the Company sold an aggregate of 50,000 shares of its Series C convertible preferred stock, par value $0.001 per share (the "Series C Preferred Stock"), to RTB in a private placement, which closed on October 7, 2025, for gross proceeds of $5,000,000 to the Company before offering expenses. On December 9, 2025, the Company and RTB entered into a First Amendment to the Securities Purchase Agreement (the "Amendment"), pursuant to which the parties to the Purchase Agreement agreed to amend certain terms of the Purchase Agreement and the Certificate of Designation of Preferences, Rights and Limitations of Series C Convertible Preferred Stock (the "Certificate of Designation"). Pursuant to the Amendment, such parties agreed to (i) increase the original purchase price for the 50,000 shares of Series C Preferred Stock by $1,500,000 to an aggregate of $6,500,000, to be paid at the signing of the Amendment by RTB to the Company, and (ii) increase the Stated Value (as defined in the Purchase Agreement) per share of Series C Preferred Stock in the Certificate of Designation from $100.00 to $130.00 for an aggregate remain unchanged and in full force and effect. The foregoing summaries of the Purchase Agreement and the Amendment do not purport to be complete and are qualified in their entirety by reference to the complete text of the Purchase Agreement and the Amendment. The Purchase Agreement was filed as an exhibit to the O

03 Material

Item 3.03 Material Modification to Rights of Security Holders. The information set forth in Item 1.01 and Item 5.03 of this Form 8-K is hereby incorporated by reference into this Item 3.03.

03. Amendments

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. On December 9, 2025, the Company filed a Certificate of Amendment to the Certificate of Designation to increase the Stated Value from $100.00 to $130.00 (the "Certificate of Amendment"). The Certificate of Designation was filed as an exhibit to the October Form 8-K. The foregoing description of the Certificate of Amendment is not complete and is qualified in its entirety by reference to the full text of such certificate, a copy of which is filed herewith as Exhibit 3.1 to this Form 8-K and is incorporated herein by reference.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits (d) Exhibits Exhibit No. Name of Exhibit 3.1 Certificate of Amendment to Certificate of Designation of Series C Preferred Stock, as filed with the Nevada Secretary of State of the State of Nevada on December 9, 2025 10.1 First Amendment to Securities Purchase Agreement, dated December 9, 2025 104 Cover Page Interactive Data File (embedded within the inline XBRL document). 1

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. RYVYL Inc. By: /s/ George Oliva Name: George Oliva Title: Interim Chief Executive Officer and Chief Financial Officer Dated: December 12, 2025 2

View Full Filing

View this 8-K filing on SEC EDGAR