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
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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 November 28, 2023 (the “November 28th Form 8-K”), on November 27, 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”).
On November 29, 2023, pursuant to the terms of the Exchange Agreement, the Company closed the exchange transaction described in the November 28th Form 8-K pursuant to which the Company issued to the Investor 55,000 shares of the Company’s Series B Convertible Preferred Stock, $0.01 par value, and paid the Investor a cash payment in the amount of $3,000,000, in exchange for 6,000 shares of the Company’s Series A Convertible Preferred Stock previously issued to the Investor and the reduction of the principal amount of Note in the aggregate amount of $60,303,000.
The Exchange was made in reliance upon the exemption from registration provided by Section 3(a)(9) of the Securities Act of 1933, as amended.
For more information on the provisions of the Exchange Agreement, please see the November 28th Form 8-K and the exhibits filed therewith.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
In connection with the closing of the transactions under the Exchange Agreement, on November 28, 2023, the Company filed with the Secretary of State of the State of Nevada a Certificate of Designations of Rights and Preferences of Series B Convertible Preferred Stock, a copy of which is filed herewith as Exhibit 10.1 (the “Certificate of Designations”).
For more information on the provisions of the Certificate of Designations, please see the November 28th Form 8-K.
Item 9.01 Financial Statements and Exhibits
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Exhibit No. |
Document |
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10.1* |
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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: December 4, 2023 |
By: |
/s/ Fredi Nisan |
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Fredi Nisan |
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Chief Executive Officer |
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