8-K
RTB Digital, Inc. (RTB)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 18, 2023
RYVYL Inc.
(Exact name of registrant as specified in its charter)
| Nevada | 001-34294 | 22-3962936 |
|---|---|---|
| (State or other Jurisdiction<br> of Incorporation) | (Commission File Number) | (IRS Employer<br> Identification No.) |
| 3131 Camino Del Rio North, Suite 1400<br> <br>San Diego, CA | 92108 | |
| --- | --- | |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, including area code: (619) 631-8261
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing 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 Act:
| Title of Each Class | Trading Symbol(s) | Name of Each Exchange on Which Registered |
|---|---|---|
| Common Stock, par value $0.001 per share | RVYL | The Nasdaq Stock Market LLC (Nasdaq Capital Market) |
Indicate by check mark whether the registrant is an emerging growth company as defined in 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 described in a Current Report on Form 8-K filed with the Securities and Exchange Commission (“SEC”) on July 26, 2023 (the “July 26^th^ Form 8-K”), on July 25, 2023, RYVYL Inc., a Nevada corporation (the “Company”), entered into an Exchange Agreement (the “Exchange Agreement”) with an institutional investor (the “Investor”), which previously provided $100 million in convertible note financing to the Company, evidenced by an 8% Convertible Note Due 2023, issued to the Investor on November 8, 2021 (the “Note”), which Note was originally due on November 5, 2023, and which maturity date was extended to November 5, 2024, pursuant to a Restructuring Agreement, dated as of August 16, 2022. Among other provisions included in the Exchange Agreement, the Company was required to hold a meeting of stockholders no later than October 5, 2023 (the “Stockholder Approval Date”), to obtain stockholder approval for certain matters, including for the issuance of the Company’s securities, under the terms of the Exchange Agreement, in compliance with Nasdaq Listing Rule 5635(d).
On July 31, 2023, pursuant to the terms of the Exchange Agreement, the Company closed the first of the two Exchanges contemplated under the Exchange Agreement the (“Initial Exchange”) and issued to the Investor 6,000 shares of the Company’s Series A Preferred Stock, par value $0.01 per share in exchange for $4,297,000 of the outstanding principal balance of the Note and $1,703,000 of accrued interest. The Company also filed a Current Report on Form 8-K with the SEC on August 1, 2023, reporting the closing of the Initial Exchange.
On August 18, 2023, the Company and the Investor entered into Amendment No. 1 to the Exchange Agreement extending the Stockholder Approval Date to October 19, 2023.
For more information on the provisions of the Exchange Agreement please see the July 26^th^ Form 8-K and the exhibits filed therewith.
The description of Amendment No. 1 to the Exchange Agreement is qualified in its entirety by reference to the full text of Amendment No. 1 to the Exchange Agreement, which is filed herewith as Exhibit 10.1.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Document |
|---|---|
| 10.1* | Amendment No. 1 to Exchange Agreement, dated August 18, 2023 |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
| * | Filed herewith |
| --- | --- |
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: August 18, 2023 | By: | /s/ Fredi Nisan |
| Fredi Nisan | ||
| Chief Executive Officer |
ex_562330.htm
Exhibit 10.1
AMENDMENT NO. 1 TO EXCHANGE AGREEMENT
This Amendment No. 1 (this “Amendment No. 1”) to Exchange Agreement is made and entered into effective as of August 18, 2023, by and between RYVYL, Inc. (the “Company”) and the investor signatory hereto (the “Holder”). Capitalized terms used but not defined herein shall have the respective meanings assigned to such terms in the Exchange Agreement (as defined below).
WHEREAS, the Company and the Holder are parties to that certain Exchange Agreement made and entered into as of July 25, 2023 (the “Exchange Agreement”).
WHEREAS, the parties desire to amend the Exchange Agreement on the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the foregoing and the respective representations, warranties, covenants and agreements set forth below and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and in accordance with the terms of the Original Exchange Agreement, the parties hereto, intending to be legally bound, do hereby agree as follows:
1. Stockholder Approval . The Company and the Holder have agreed to extend the Stockholder Meeting Deadline set forth in Section 15 of the Exchange Agreement from October 5, 2023 to October 19, 2023, by amending the first sentence of Section 15 by deleting and replacing with the following:
“The Company shall provide each stockholder entitled to vote at an annual or special meeting of stockholders of the Company (the “Stockholder Meeting”), which shall be promptly called and held not later than October 19, 2023 (the “Stockholder Meeting Deadline”), a proxy statement, in each case, in a form reasonably acceptable to the Holder and Kelley Drye & Warren LLP, at the expense of the Company, with the Company obligated to reimburse the expenses of Kelley Drye & Warren LLP incurred in connection therewith in an amount not to exceed $5,000.”
2. Disclosure. On or before 9:00 a.m., New York time, on the date hereof, the Company shall file a Current Report on Form 8-K describing all the material terms of the transactions contemplated hereby in the form required by the Securities Exchange Act of 1934, as amended, and attaching the form of this letter agreement (including all attachments, the “8-K Filing”). From and after the filing of the 8-K Filing, the Company shall have disclosed all material, non-public information (if any) provided to the Holder by the Company or any of its Subsidiaries or any of their respective officers, directors, employees or agents in connection with the transactions contemplated hereby. In addition, effective upon the filing of the 8-K Filing, the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company, any of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents, on the one hand, and the Holder or any of its affiliates, on the other hand, relating to the transactions contemplated by this Amendment No. 1, shall terminate.
3. Miscellaneous . Except as expressly provided in this Amendment No. 1, all of the terms and provisions in the Exchange Agreement and the Exchange Documents are and shall remain unchanged and in full force and effect, on the terms and subject to the conditions set forth therein. This Amendment No. 1 does not constitute, directly or by implication, an amendment or waiver of any provision of the Exchange Agreement or any Exchange Document, or any other right, remedy, power or privilege of any party, except as expressly set forth herein. Any reference to the Exchange Agreement in the Exchange Agreement, any other Exchange Document or any other agreement, document, instrument or certificate entered into or issued in connection therewith shall hereinafter mean the Exchange Agreement, as amended by this Amendment No. 1 (or as the Exchange Agreement may be further amended or modified after the
date hereof in accordance with the terms thereof). The Exchange Agreement, as amended by this Amendment No. 1, and the documents or instruments attached hereto or thereto or referenced herein or therein, constitute the entire agreement between the parties with respect to the subject matter of the Exchange Agreement, and supersedes all prior agreements and understandings, both oral and written, between the parties with respect to its subject matter. If any provision of the Exchange Agreement is materially different from or inconsistent with any provision of this Amendment No. 1, the provision of this Amendment No. 1 shall control, and the provision of the Exchange Agreement shall, to the extent of such difference or inconsistency, be disregarded. This Amendment No. 1 shall be interpreted, construed, governed and enforced in a manner consistent with the Exchange Agreement, and, without limiting the foregoing, Section 16 of the Exchange Agreement is hereby incorporated herein by reference as if fully set forth herein, and such provisions apply to this Amendment No. 1 as if all references to the “Agreement” contained therein were instead references to this Amendment No. 1.
[Signature Pages Follow]
IN WITNESS WHEREOF, Holder and the Company have executed this Agreement as of the date set forth on the first page of this Agreement.
COMPANY:
RYVYL INC. (F/K/A GREEBOX POS)
By:
Name:
Title:
HOLDER:
Name of Holder
By:
Name:
Title:
[Holder Signature Page to Amendment No. 1 to Exchange Agreement]