UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 1.01 Entry into a Material Definitive Agreement
As previously reported in a Current Report on Form 8-K filed by RYVYL Inc., a Nevada corporation (the “Company”) with the Securities and Exchange Commission on November 28, 2023, 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, and, pursuant to the Exchange Agreement, the Investor agreed to forbear from requiring the repayment of the Note (to the extent such repayment obligation arises solely as a result of the occurrence of the maturity date and not with respect to any event of default or redemption rights in the Note or pursuant to the Indenture (as such term is defined in the Exchange Agreement)) during the period commencing on November 5, 2024 through, and including, April 5, 2025.
On May 17, 2024, the Company entered into a Forbearance Agreement (the “Forbearance Agreement”) with the Investor, pursuant to which the Investor, in consideration for the Company’s cash payment in the amount of $80,000 as an advance payment of a portion of the next interest payment, in the estimated amount of $380,000, due and payable under the Note on October 1, 2024, agreed to further forbear from requiring the repayment of the Note (to the extent such repayment obligation arises solely as a result of the occurrence of the maturity date and not with respect to any event of default or redemption rights in the Note or pursuant to the Indenture) during the period commencing on April 5, 2025 through, and including, April 5, 2026.
The description of the Forbearance Agreement set forth herein is qualified in its entirety by reference to the full text of the Forbearance Agreement, which is filed herewith as Exhibit 10.1.
Item 8.01 Other Events.
On May 20, 2024, the Company issued a press release (the “Press Release”) announcing its entrance into the Forbearance 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.
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Exhibit No. |
Document |
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10.1†* |
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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 |
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Certain of the exhibits and schedules to this Exhibit have been omitted in accordance with Regulation S-K Item 601(a)(5). The Registrant agrees to furnish a copy of all omitted exhibits and schedules to the SEC upon its request. |
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: May 20, 2024 |
By: |
/s/ Fredi Nisan |
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Fredi Nisan |
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Chief Executive Officer |
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