RTB 8-K
RTB Digital, Inc. (RTB)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) |
(Commission File Number) | (I.R.S. Employer Identification No.) |
(Address of principal executive offices and zip code)
Registrant’s telephone number, including
area code: (
Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Exchange Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
|
The (Nasdaq Capital Market) |
Indicate by check mark
whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter)
or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
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 Stated Value of $6,500,000. Except as stated above, all terms and conditions of each of the Purchase Agreement and Certificate of Designation 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 October Form 8-K. The Amendment is attached as Exhibit 10.1 to this Current Report on Form 8-K (this “Form 8-K”) and is incorporated by reference into this Item 1.01.
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.
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.
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
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
Exhibit 3.1
Exhibit 10.1
First Amendment to Securities Purchase Agreement
This is the first amendment, dated as of December 9, 2025 (“Amendment”), to that certain Securities Purchase Agreement dated as of October 6, 2025 (“Agreement”), by and between Ryvyl Inc., a Nevada corporation (“Company”) and RTB Digital, Inc., a Delaware corporation (“RTB”).
The purpose of this Amendment is to change certain of the terms of the Agreement and the Certificate of Designation of Preferences, Rights and Limitations of Series C Convertible Preferred Stock (“Certificate of Designations”), relating to the issued and outstanding Series C Convertible Preferred Stock (“Series C Preferred Stock”), as more fully described below. In all other respects, the terms of the Agreement and the Certificate of Designations remains in full force and effect as agreed upon previously and each is hereby confirmed.
Unless defined herein, any capitalized terms used in this Amendment will have the same definitions as assigned and used in the Agreement and Certificate of Designations, respectively.
The following provisions of the Agreement are modified as follows:
1. The original purchase price, sometimes referred to as the Purchaser’s Subscription, as indicated in Section 2.1 of the Agreement and on the signature page, for the 50,000 shares of Series C Preferred Stock, is hereby increased to an aggregate of $6,500,000, an increase of $1,500,000, the increased purchase price to be paid at the signing of this Amendment by RTB directly to the Company, in accordance with the wire instructions to be provided by the Company to RTB.
2. The Stated Value per share of Series C Preferred Stock, as stated in Section 2 of the Agreement, is hereby increased to $130.00, an increase of $30,00 per share, for an aggregate Stated Value of $6,500,000.
3. Each of the Company and RTB, as a Purchaser, reaffirm its representations and warranties as of the date hereof, with no modifications, as they are stated in the Agreement.
The following provision of the Certificate of Designations is modified as follows:
1. The Stated Value as set forth in Section 2, shall be modified to be $130.00.
Each of the Company and RTB confirm to the other, that as of the date of this Amendment, each party is in compliance with the terms of the Agreement and Certificate of Designations, and there is no event as of the date of this Amendment that is likely to cause either party to be in breach of the Agreement or the Certificate of Designations.
RTB represents that it is the sole stockholder of the Series C Preferred Stock, and no other person has any indirect or direct interest in the Series C Preferred Stock, including any power to vote or dispose of the Series C Preferred Stock, and the Series C Preferred Stock has not been pledged, assigned, hypothecated or transferred, directly or indirectly, in whole or in part, to any person or entity.
RTB hereby consents, as the sole stockholder of the Series C Preferred Stock to the modification of the terms of the Certificate of Designations, in the form attached hereto, and adopts the form of Amendment to the Certificate of Designations, and approves the same and the filing of the Certificate of Designations with the Secretary of State of Nevada, as promptly as possible, at the discretion of the Board of Directors of the Company.
As mutually agreed, as of the date first written above, this Amendment to the Agreement and the change to the Certificate of Designations is approved and delivered on behalf of the undersigned as an agreement fully approved by its respective board of directors and shareholders, as applicable.
| Ryvyl Inc. | ||
| By: | /s/ George Oliva | |
| George Oliva | ||
| Chief Financial Officer | ||
| RTB Digital, Inc. | ||
| By: | /s/ James Heckman | |
| James Heckman | ||
| Chief Executive Officer | ||