SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED
PURSUANT
TO § 240.13d-1(b), (c) AND (d) AND AMENDMENTS
THERETO FILED
PURSUANT TO § 240.13d-2.
(Amendment No. 2)*
RYVYL Inc.
(formerly GreenBox POS)
(Name of Issuer)
Common Stock, $0.001 par value per share
(Title of Class of Securities)
39366L307
(CUSIP Number)
December 31, 2023
(Date of Event Which Requires Filing of this statement)
Check the appropriate box to designate the rule
pursuant to which this Schedule is filed:
| | ¨ |
Rule 13d-1(b) |
| | x |
Rule 13d-1(c) |
| | ¨ |
Rule 13d-1(d) |
*The remainder of this cover page shall be filled
out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent
amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this
cover page shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (“Act”)
or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
| (1) |
NAMES
OF REPORTING PERSONS |
| |
|
| |
CVI Investments, Inc. |
| (2) |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A
GROUP (SEE INSTRUCTIONS) |
| |
|
(a) |
¨ |
| |
|
(b) |
¨ |
| |
|
| (3) |
SEC
USE ONLY |
| |
|
| (4) |
CITIZENSHIP
OR PLACE OF ORGANIZATION |
| |
|
| |
Cayman
Islands |
|
|
| NUMBER OF |
(5) |
SOLE VOTING POWER |
| |
|
| SHARES |
0 |
| |
|
| BENEFICIALLY |
(6) |
SHARED VOTING POWER ** |
| |
|
| OWNED BY |
596,135 |
| |
|
| EACH |
(7) |
SOLE DISPOSITIVE POWER |
| |
|
| REPORTING |
0 |
| |
|
| PERSON WITH |
(8) |
SHARED DISPOSITIVE POWER
** |
| |
|
| |
596,135 |
| (9) |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| |
|
| |
596,135 |
| (10) |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
| |
|
|
¨ |
| |
|
| (11) |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9) |
| |
|
| |
9.9% |
| (12) |
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS) |
| |
|
| |
CO |
** Heights Capital Management, Inc. is the investment manager
to CVI Investments, Inc. and as such may exercise voting and dispositive power over these shares.
| (1) |
NAMES
OF REPORTING PERSONS |
| |
|
| |
Heights Capital Management, Inc. |
| (2) |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A
GROUP (SEE INSTRUCTIONS) |
| |
|
(a) |
¨ |
| |
|
(b) |
¨ |
| |
|
| (3) |
SEC
USE ONLY |
| |
|
| (4) |
CITIZENSHIP
OR PLACE OF ORGANIZATION |
| |
|
| |
Delaware |
|
|
| NUMBER OF |
(5) |
SOLE VOTING POWER |
| |
|
| SHARES |
0 |
| |
|
| BENEFICIALLY |
(6) |
SHARED VOTING POWER ** |
| |
|
| OWNED BY |
596,135 |
| |
|
| EACH |
(7) |
SOLE DISPOSITIVE POWER |
| |
|
| REPORTING |
0 |
| |
|
| PERSON WITH |
(8) |
SHARED DISPOSITIVE POWER
** |
| |
|
| |
596,135 |
| (9) |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| |
|
| |
596,135 |
| (10) |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
| |
|
|
¨ |
| |
|
| (11) |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9) |
| |
|
| |
9.9% |
| (12) |
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS) |
| |
|
| |
CO |
** Heights Capital Management, Inc. is the investment manager
to CVI Investments, Inc. and as such may exercise voting and dispositive power over these shares.
Item 1.
RYVYL Inc. (formerly GreenBox POS) (the “Company”)
| (b) |
Address of Issuer’s Principal Executive Offices |
3131 Camino Del Rio North, Suite 1400, San Diego, CA 92108
| Item 2(a). |
Name of Person Filing |
This statement is filed by the entities listed below, who are collectively referred to herein as “Reporting Persons,” with
respect to the shares of common stock of the Company, $0.001 par value per share (the “Shares”).
| (ii) | Heights Capital Management, Inc. |
| Item 2(b). |
Address of Principal Business Office or, if none, Residence |
The address of the principal business office of CVI Investments,
Inc. is:
P.O. Box 309GT
Ugland House
South Church Street
George Town
Grand Cayman
KY1-1104
Cayman Islands
The address of the principal business office of Heights Capital
Management, Inc. is:
101 California Street, Suite 3250
San Francisco, California 94111
Citizenship is set forth in Row 4 of the cover page for each
Reporting Person hereto and is incorporated herein by reference for each such Reporting Person.
| Item 2(d) |
Title of Class of Securities |
Common stock, $0.001 par value per share
39366L307
| Item 3. | If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: |
| (a) |
¨ |
Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o). |
| |
| (b) |
¨ |
Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c). |
| |
| (c) |
¨ |
Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c). |
| |
| (d) |
¨ |
Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8). |
| |
| (e) |
¨ |
An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E); |
| |
| (f) |
¨ |
An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F); |
| |
| (g) |
¨ |
A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G); |
| |
| (h) |
¨ |
A savings association as defined in Section 3(b) of the Federal Deposit
Insurance Act (12 U.S.C. 1813); |
| |
| (i) |
¨ |
A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940
(15 U.S.C. 80a-3); |
| |
| (j) |
¨ |
A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J); |
| |
| (k) |
¨ |
Group, in accordance with Rule 13d-1(b)(1)(ii)(K). |
If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J),
please specify the type of institution: ________________
Provide the following information regarding the aggregate number
and percentage of the class of securities of the issuer identified in Item 1.
The information required by Items 4(a) – (c) is set
forth in Rows 5 – 11 of the cover page for each Reporting Person hereto and is incorporated herein by reference for each such Reporting
Person.
The number of Shares reported as beneficially owned consists
of (i) 178,673 Shares, and (ii) Shares issuable upon the conversion of the Company’s 8% Senior Convertible Note due 2023 (the “Note”).
The Note is not convertible to the extent that the total number of Shares then beneficially owned by a Reporting Person and its affiliates
and any other persons whose beneficial ownership of Shares would be aggregated with such Reporting Person for purposes of Section 13(d)
of the Exchange Act, would exceed 9.99%.
The Company’s Current Report on Form 8-K, filed on
November 28, 2023, indicates there were 5,549,852 Shares outstanding as of November 27, 2023.
Heights Capital Management, Inc., which serves as the investment
manager to CVI Investments, Inc., may be deemed to be the beneficial owner of all Shares owned by CVI Investments, Inc. Each of the Reporting
Persons hereby disclaims any beneficial ownership of any such Shares, except for their pecuniary interest therein.
Item 5. Ownership of Five Percent or Less of a Class
If this statement is being filed to report the
fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities,
check the following: [ ]
Item 6. Ownership of More than Five Percent on Behalf of Another Person
Not applicable.
Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person
Not applicable.
| Item 8. |
Identification and Classification of Members of the Group |
Not applicable.
| Item 9. |
Notice of Dissolution of Group |
Not applicable.
By signing below each of the undersigned certifies
that, to the best of its knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of
or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection
with or as a participant in any transaction having that purpose or effect.
SIGNATURES
After reasonable inquiry and to the best of
its knowledge and belief, each of the undersigned certifies that the information with respect to it set forth in this statement is
true, complete, and correct.
Dated: February 12, 2024
| CVI INVESTMENTS, INC. |
HEIGHTS CAPITAL MANAGEMENT, INC. |
| |
|
| By: |
Heights Capital Management, Inc. |
By: |
/s/ Brian Sopinsky |
| pursuant to a Limited Power of Attorney, a copy of which was previously filed |
Name:
Title: |
Brian Sopinsky
Secretary |
| |
|
| By: |
/s/ Brian Sopinsky |
|
| Name: |
Brian Sopinsky |
|
| Title: |
Secretary |
|
EXHIBIT INDEX
| EXHIBIT |
|
DESCRIPTION |
| I |
|
Limited Power of Attorney* |
| II |
|
Joint Filing Agreement* |
*Previously filed
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