RYVYL Announces Second Exchange Agreement with Convertible Noteholder; Reducing Company Debt by more than $60 million
28 Novembre 2023 - 4:45PM
RYVYL Inc. (NASDAQ: RVYL) ("RYVYL" or the "Company"), a leading
innovator of payment transaction solutions leveraging proprietary
blockchain ledger and electronic token technology for the diverse
international markets, announced today the Company entered into a
second exchange agreement with an existing noteholder (the
“Noteholder”), to forbear the note repayment requirement until
April 5th, 2025 and exchange the outstanding principal in a new
authorized series of preferred stock.
Under the terms of the Exchange Agreement , the
Company and the Noteholder have agreed to exchange, upon
satisfaction of all applicable closing conditions (or waiver of any
of such conditions), (i) 6,000 shares of Series A Convertible
Preferred Stock, (ii) the right to the exchange the shares of
Unissued Series A Preferred Stock for an additional $16,703,000 of
principal of the Note, and (iii) $40,000,000 of the outstanding
principal under the Note for 55,000 shares of a newly authorized
series of preferred stock of the Company designated as Series B
Preferred Convertible Stock (the “Series B Preferred Stock”), the
terms of which will be set forth in a Certificate of Designations
of Rights and Preferences of Series B Convertible Preferred Stock
of RYVYL, Inc. (the “Series B Certificate of Designations”), which
the Company will file with the Nevada Secretary of State prior to
the initial issuance of any shares of Series B Preferred Stock. As
an additional consideration for the Exchange, the Company has also
agreed to make a cash payment to the Investor in the amount of
$3,000,000 for an additional $3,600,000 reduction in principal of
the Note. At the anticipated closing date on or around 11/29/23,
the Company’s debt is expected to be reduced to $19,700,000.
“We believe that the Noteholder’s agreement to
convert a significant portion of its debt holdings to equity in the
Company evidences its continued support and its belief in RYVYL’s
core mission,” said Ben Errez, Chairman of RYVYL. “Once completed,
we will have a stronger balance sheet, significantly increasing net
shareholder equity and reducing outstanding debt by more than $60
million. It is our hope that by bringing net shareholder equity
back into compliance with Nasdaq’s listing standards, we will be
able to maintain the listing of our common stock on Nasdaq as we
look to continue to grow our disruptive payment transaction
technology to diverse global markets.”
Additional information can be found in the
Company’s Current Report on Form 8-K filed today with the
Securities and Exchange Commission, and available on RYVYL’s
Investor Relations website
https://investors.ryvyl.com/financials/sec-filings/
About RYVYL
RYVYL Inc. (NASDAQ: RVYL) Revolutionizing Global
Payments: Our cutting-edge blockchain ledger-based platform offers
a seamless and secure payment experience tailored for the diverse
and ever-evolving global market. By harnessing the power of
blockchain technology, we ensure unparalleled security,
transparency, and immutability in all transactions. Our commitment
to simplicity guarantees a user-friendly interface accessible to
everyone, while robust compliance measures instill trust and
confidence across borders and regulatory
landscapes. 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 the timing of the filing of the aforementioned periodic
reports. 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 completion and filing of
the aforementioned periodic reports will take longer than expected
and that additional information may become known prior to the
expected filing of the aforementioned periodic reports with the
SEC. Other 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.
Investor Relations Contact:Mark SchwalenbergMZ
Group - MZ North
America312-261-6430RVYL@mzgroup.uswww.mzgroup.us
RYVYL (NASDAQ:RVYL)
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