RTB 8-K
RTB Digital, Inc. (RTB)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 8.01 Other Events.
As previously reported on a Current Report on Form 8-K filed with the Securities and Exchange Commission on January 24, 2025 (the “Prior Form 8-K”), on January 23, 2025, RYVYL Inc., a Nevada corporation (the “Company”) in connection with the Company’s securing financing (the “Financing”), the Company entered into a stock purchase agreement (the “SPA”) with a purchaser (the “Purchaser”) which provides for the sale to the Purchaser of all of the issued and outstanding shares of capital stock (the “Ryvyl EU Shares”) of the Company’s indirect subsidiary domiciled in Bulgaria, Ryvyl (EU) EAD (“Ryvyl EU”), by Transact Europe Holdings EOOD, the Company’s wholly owned subsidiary, also domiciled in Bulgaria (“Transact Europe”) for an aggregate purchase price of $15 million (the “Financing Purchase Price”). On January 27, 2025, the Company received the proceeds from the Financing, of which $13,000,000 was used to pay the first installment (the “First Installment”) of the previously reported Preferred Stock Repurchase and Note Repayment Agreement (the “Repurchase Agreement”) entered into with a securityholder of the Company (the “Securityholder”), which Repurchase Agreement provides for repayment of the outstanding balance of an 8% Senior Convertible Note issued to the Securityholder on November 8, 2021 (the “Note”) and repurchase of the Company’s Series B Convertible Preferred Stock, par value $0.01 per share (the “Series B Preferred Shares”) held by the Securityholder, in consideration for an aggregate payment of $17 million by the Company to the Securityholder to be paid in two installments.
The second installment (the “Second Installment”), in the amount of $4 million, is due and payable on or before April 30, 2025 (the “Second Installment Date”), and the maturity date of the Note is advanced to such date. Upon the payment of the First Installment, all of the Series B Preferred Shares held by the Securityholder were repurchased and the outstanding balance of the Note was reduced to $4 million. The Repurchase Agreement provides that, during the period from the payment of the First Installment until the Second Installment Date, no interest will accrue on the remaining balance of the Note and certain restrictive covenants under the Note are temporarily waived. Additionally, the holder of the Note is not permitted to convert the Note, during that period. If the Company fails to make the Second Installment on or before the Second Installment Date, then interest will continue to accrue again on the outstanding balance of the Note and all other terms of the Note will also be restored as they were prior to the date the First Installment was paid.
As also reported in the Prior Form 8-K, the Company, Transact Europe and the Purchaser also entered into a Termination Agreement (the “Termination Agreement”). Among other things, the Termination Agreement provides the Company with the right to terminate the SPA and all of the transactions contemplated therein, by paying the Purchaser $16.5 million on or before 90 days after the date of execution of the SPA (April 23, 2025), provided that such date may be extended an additional 30 days (May 23, 2025) in consideration for the Company’s payment of $500,000 to the Purchaser. If the SPA is terminated as a result of such payment by the Company, the Ryvyl EU Shares will not be sold to the Purchaser and will be returned to Transact Europe and the SPA will be void and of no further effect, except for some provisions that survive termination. In the event that the SPA is not so terminated, then the Purchaser will close on its purchase of the Ryvyl EU Shares; provided, however, if the Purchaser is unable to close for any reason other than the Company’s breach, including the inability to obtain any regulatory clearances required for such transfer, then the Company is liable for damages in the amount of $16.5 million. In the event that the Purchaser is unable to close on the transfer of the Ryvyl EU Shares, as a result of the Company’s breach, then the Company is liable for damages in an amount equal to the appraised value of the Ryvyl EU Shares.
On January 28, 2025, the Company issued a press release (the “Press Release”) announcing its payment of the First Installment, the partial repayment of the Note and the repurchase of all of the outstanding Series B Preferred Shares. The Press Release is attached hereto as Exhibit 99.1 and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit No. |
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99.1* |
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104 |
Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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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.
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RYVYL, Inc. |
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Date: January 28, 2025 |
By: |
/s/ Fredi Nisan |
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Fredi Nisan |
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Chief Executive Officer |
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Exhibit 99.1
RYVYL Pays Initial $13.0 Million Tranche to Securityholder to Retire All Outstanding Series B Convertible Preferred Stock and Majority of 8% Senior Convertible Note
SAN DIEGO, CA, January 28, 2025 -- RYVYL Inc. (NASDAQ: RVYL) ("RYVYL" or the "Company"), a leading innovator of payment transaction solutions leveraging electronic payment technology for diverse international markets, has paid the initial tranche of $13.0 million to a securityholder of the Company on January 27, 2025, which completed the following:
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Redeemed of all shares of the Company’s Series B Convertible Preferred Stock (“Preferred Stock”), for which the liquidation value was $53.1 million. |
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Partially repaid the 8% Senior Convertible Note held by the securityholder (“Note”), reducing the outstanding principal from $18.3 million to $4.0 million, which is due on or before April 30, 2025, and also temporarily suspended (i) the Company’s requirement to pay interest on the remaining principal balance of the Note, (ii) the securityholder’s right to convert the Note and (iii) certain restrictive covenants contained in the Note, all of which would be restored if the Company does not pay the second tranche of $4.0 million by April 30, 2025. |
“These transactions eliminate a large portion of the conversion overhang and substantial dilution risk to our common stock from both the Preferred Stock and Note,” said George Oliva, CFO of RYVYL. “We expect the net gain from this balance sheet restructuring to be highly anti-dilutive; thus, benefitting the common stockholders and lowering our overall cost of capital as we invest in our growth in 2025.”
This communication is for informational purposes only and does not constitute an offer to sell, or a solicitation of an offer to buy, any security and does not constitute an offer, solicitation or sale of any security in any jurisdiction in which such offer, solicitation or sale would be unlawful.
About RYVYL
RYVYL Inc. (NASDAQ: RVYL) was born from a passion for empowering a new way to conduct business-to-business, consumer-to-business, and peer-to-peer payment transactions around the globe. By leveraging electronic payment technology for diverse international markets, RYVYL is a leading innovator of payment transaction solutions reinventing the future of financial transactions. Since its founding as GreenBox POS in 2017 in San Diego, RYVYL has developed applications enabling an end-to-end suite of turnkey financial products with enhanced security and data privacy, world-class identity theft protection, and rapid speed to settlement. As a result, the platform can log immense volumes of immutable transactional records at the speed of the internet for first-tier partners, merchants, and consumers around the globe. www.ryvyl.com
Cautionary Note Regarding Forward-Looking Statements
This press release includes information that constitutes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements are based on the Company's current beliefs, assumptions, and expectations regarding future events, which in turn are based on information currently available to the Company. Such forward-looking statements include statements regarding timely payment of the second tranche, the benefit to stockholders from the repayment of the Note and repurchase of the Preferred Stock, and the timing and expectation of revenues from the license described herein and are charactered by future or conditional words such as "may," "will," "expect," "intend," "anticipate," "believe," "estimate" and "continue" or similar words. You should read statements that contain these words carefully because they discuss future expectations and plans, which contain projections of future results of operations or financial condition or state other forward-looking information. By their nature, forward-looking statements address matters that are subject to risks and uncertainties. A variety of factors could cause actual events and results to differ materially from those expressed in or contemplated by the forward-looking statements, including the risk that the licensee understands and complies with various banking laws and regulations that may impact the licensee's ability to process transactions. For example, federal money laundering statutes and Bank Secrecy Act regulations discourage financial institutions from working with operators of certain industries - particularly industries with heightened cash reporting obligations and restrictions - as a result of which, banks may refuse to process certain payments and/or require onerous reporting obligations by payment processors to avoid compliance risk. These and other risk factors affecting the Company are discussed in detail in the Company's periodic filings with the SEC. The Company undertakes no obligation to publicly update or revise any forward-looking statement, whether because of the latest information, future events or otherwise, except to the extent required by applicable laws.
IR Contact:
David Barnard, Alliance Advisors Investor Relations, 415-433-3777, [email protected]