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 | (Commission File Number) | (IRS Employer |
| | | |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, including area code:
(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 |
| | | |
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 26th 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. The Company filed a Current Report on Form 8-K with the SEC on August 18, 2023 reporting such amendment.
On August 25, 2023, the Company and the Investor entered into Amendment No. 2 to the Exchange Agreement further extending the Stockholder Approval Date to November 2, 2023.
For more information on the provisions of the Exchange Agreement please see the July 26th Form 8-K and the exhibits filed therewith.
The description of Amendment No. 2 to the Exchange Agreement is qualified in its entirety by reference to the full text of Amendment No. 2 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. 2 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 28, 2023 |
By: |
/s/ Fredi Nisan |
|
|
Fredi Nisan |
|||
|
Chief Executive Officer |
|||