8-K - RTB - Equibles

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM

8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the SecuritiesExchange Act of 1934

Date of Report (Date of earliest event reported):April 23, 2025

RYVYL Inc.

(Exact name of registrant as specified in its charter)

Nevada	001-34294	22-3962936
(State or other Jurisdiction<br><br> of Incorporation)	(Commission File Number)	(IRS Employer<br><br> Identification No.)
3131 Camino Del Rio North, Suite 1400<br><br> <br>San Diego, CA	92108
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(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code:

(619) 631-8261

N/A

(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 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

Overview

As reported in a Current Report on Form 8-K filed by RYVYL Inc. (the “Company”) with the Securities and Exchange Commission on January 24, 2025, the Company entered into a stock purchase agreement, dated January 23, 2025 (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 $15,000,000. On January 23, 2025, 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 prior to the 90^th^ day 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.

Modification Agreement

As of April 23, 2025, the Company, Transact Europe and the Purchaser executed and entered into a Modification Agreement providing that, notwithstanding the terms of the Termination Agreement or the SPA, the Purchaser will not take any actions to close on the purchase of the Ryvyl EU Shares before May 6, 2025, so that the Company and the Purchaser may attempt to enter into an alternative transaction in lieu of the securities purchase transaction under the SPA. The Company has the right, at any time, on or before May 6, 2025, to extend this period, so that the Purchaser will not exercise such right to purchase the Ryvyl EU Shares, until May 27, 2025, in consideration for the Company’s payment to the Purchaser of $750,000. All other terms of the SPA and the Termination Agreement remain unchanged and in full force and effect.

The description of the Modification Agreement set forth herein is qualified in its entirety by reference to the full text of the Modification Agreement, which is filed herewith as Exhibit 10.1.

Item 8.01 Other Events.

On April 24, 2025, the Company issued a press release (the “Press Release”) announcing its entry into the Modification Agreement. The Press Release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Document
10.1*	Modification Agreement, dated as of April 23, 2025
99.1*	Press Release, dated as of April 24, 2025
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).
*	Filed herewith
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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: April 24, 2025	By:	/s/ Fredi Nisan
		Fredi Nisan
		Chief Executive Officer

Exhibit 10.1

Execution copy

MODIFICATIONAGREEMENT

This Modification Agreement (this “Agreement”) is entered into as of April 23, 2025, by and among RYVYL, Inc. (“Company”), Transact Europe Holdings EOOD (“Seller”) and Hampstead Holdings Ltd. (“Buyer”). Company, Seller, and Buyer are sometimes individually referred to herein as a “Party” and collectively as the “Parties”.

Recitals

A. The Parties executed that certain Termination Agreement dated as of January 23, 2025 (as may be amended from time to time, the “TerminationAgreement”). Capitalized terms used in this Agreement and not otherwise defined herein shall have the meanings ascribed to such terms in the Termination Agreement.

B. Buyer has agreed not to take any steps to exercise any rights it has under the SPA for a period of fourteen days while the Parties negotiate in good faith a potential restructuring in respect of the securities purchase transaction under the SPA, but only to the extent, in accordance with the terms, subject to the conditions and in reliance upon the representations and warranties set forth below.

Agreement

Now,Therefore, in consideration of the foregoing recitals and other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, and intending to be legally bound, the Parties hereto agree as follows:

1. Modification. Buyer agrees not to exercise any rights it has to close the securities purchase transaction under the SPA for a period of fourteen calendar days commencing on and including the date of this Agreement (the “Extension Period”), during which time the Parties will attempt to enter into an alternative transaction, in lieu of the securities purchase transaction under the SPA. Company shall have the right to extend the Extension Period by twenty-one calendar days by paying to the Buyer USD750,000 for value and in freely transferable funds on or before 6^th^ May 2025.

2. NoWaiver. Other than as expressly set out herein, this Agreement does not constitute a waiver or release of any of Buyer’s rights or entitlements under or in connection with the SPA or the Termination Agreement, and all terms, conditions, representations, warranties, covenants and agreements set forth in the SPA and the Termination Agreement, except as modified by this Agreement, are hereby ratified and confirmed and shall remain in full force and effect. This Agreement, together with the SPA and Termination Agreement, constitute the entire understanding among the Parties with respect to the subject matter hereof, and supersede all prior oral or written agreements relating to the subject matter hereof.

3. Representationsand Warranties. The representations and warranties contained in the Termination Agreement are true, accurate and complete in all material respects as of the date hereof (except to the extent such representations and warranties relate to an earlier date, in which case they are true and correct as of such date).

4. Counterparts. This Agreement may be executed in multiple counterparts and by electronic signature, each of which shall be deemed an original and all of which together shall constitute one instrument.

5. Effectiveness. This Agreement shall be deemed effective upon each party’s due execution and delivery of this Agreement to the Company.

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first set forth above.

COMPANY:
RYVYL, INC.
By:
Name:
Title:
SELLER:
TRANSACT OPE HOLDINGS EOOD
By:
Name:
Title:
BUYER:
HAMPSTEAD HOLDINGS LTD
By:
Name:
Title:

All values are in Euros.

[Signature Page to Modification Agreement]

Exhibit 99.1

RYVYL Enters Negotiations to Restructure Pre-fundedAsset Sale to Debt and/or Equity

- Enters into a standstill agreement until May 6, 2025 in respect of pre-funded SPA -

SAN DIEGO, CA – April 24, 2025 – RYVYL Inc. (NASDAQ: RVYL) ("RYVYL” or the "Company"), a leading innovator of payment transaction solutions leveraging electronic payment technology for the diverse international markets, has entered into an agreement to negotiate and potentially restructure the terms of its pre-funded asset sale of its RYVYL EU subsidiary although there is no certainty a deal will be reached. In conjunction with ongoing negotiations, the buyer has agreed a standstill period in respect of the pre-funded asset sale from April 23, 2025, to May 6, 2025. The Company has the right to extend such standstill period for an additional 21 days to May 27, 2025, in consideration of its payment of $750,000 on or before May 6, 2025.

On January 24, 2025, the Company entered into an agreement with a funding source for $15 million that was structured as a pre-funded asset sale with a 90-day closing period, which could have been terminated prior to April 23, 2025, upon RYVYL’s payment of $16.5 million. The shares of RYVYL EU subsidiary will continue to be held in escrow while the standstill period is ongoing.

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 that are characterized 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. Risk factors affecting the Company are discussed in detail in the Company’s filings with the SEC. The Company undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise, except to the extent required by applicable laws.

IR Contact:

David Barnard, Alliance Advisors Investor Relations, 415-433-3777, ryvylinvestor@allianceadvisors.com