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RYVYL Executes Repurchase and Repayment Agreement with Securityholder to Retire All Outstanding Series B Convertible Preferred Stock and Outstanding Balance of 8% Senior Convertible Note

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RYVYL Inc.
RYVYL Inc.

SAN DIEGO, CA, Jan. 24, 2025 (GLOBE NEWSWIRE) -- RYVYL Inc. (NASDAQ: RVYL) ("RYVYL" or the "Company"), a leading innovator of payment transaction solutions leveraging electronic payment technology for diverse international markets, has executed a Preferred Stock Repurchase and Note Repayment Agreement for the full repayment and termination of an 8% Senior Convertible Note (the "Note) and the redemption of all shares of the Company's Series B Convertible Preferred Stock (the "Preferred Stock"). The Definitive Agreement provides for:

  • A first tranche payment of $13.0 million for the redemption of all of the shares of Preferred Stock held by the Securityholder, and payment of a portion of the outstanding balance of the Note so that the remaining outstanding principal balance will be $4.0 million.

  • Advancing the maturity date for the remaining balance of $4.0 million due under the Note, following payment of the first tranche, to April 30, 2025.

The Company is required to pay the first tranche payment of $13.0 million on or before January 27, 2025. The first tranche due date may be extended to February 3, 2025, at the sole option of the Company, in consideration for RYVYL’s payment of an additional $50,000.

  • Upon payment of the first tranche payment and execution of the Preferred Stock Repurchase and Note Repayment Agreement, certain restrictive covenants contained in the transaction documents pursuant to which the Note and the shares of Preferred Stock were issued will be waived and no additional interest will accrue and be payable, as long as the Company pays the remaining $4.0 million principal balance of the Note ($4,050,000, if the date of the first tranche payment date is extended) on or before April 30, 2025. If the Company fails to pay the remaining balance by such date, the Note will be restored to its terms prior to the first tranche payment, and interest will again accrue and be payable.

  • Prior to payment of the first tranche payment, the Securityholder shall retain the ability, subject to certain market limitations, to convert the Note and the Preferred Stock into common stock.

This communication is for informational purposes only and does not constitute an offer to sell, or a solicitation of an offer to buy, any security and does not constitute an offer, solicitation or sale of any security in any jurisdiction in which such offer, solicitation or sale would be unlawful.

About RYVYL

RYVYL Inc. (NASDAQ: RVYL) was born from a passion for empowering a new way to conduct business-to-business, consumer-to-business, and peer-to-peer payment transactions around the globe. By leveraging electronic payment technology for diverse international markets, RYVYL is a leading innovator of payment transaction solutions reinventing the future of financial transactions. Since its founding as GreenBox POS in 2017 in San Diego, RYVYL has developed applications enabling an end-to-end suite of turnkey financial products with enhanced security and data privacy, world-class identity theft protection, and rapid speed to settlement. As a result, the platform can log immense volumes of immutable transactional records at the speed of the internet for first-tier partners, merchants, and consumers around the globe. www.ryvyl.com