RYVYL Inc. signed a new MOU for repayment and termination of a convertible note and preferred stock redemption.
Quiver AI Summary
RYVYL Inc. has announced a new non-binding Memorandum of Understanding (MOU) with a securityholder, to supersede a previous MOU that expired in November 2024. This New MOU outlines terms for the full repayment and termination of an 8% Senior Convertible Note and the redemption of all Series B Convertible Preferred Stock held by the securityholder. The agreement includes an immediate $13 million payment for the Preferred Stock and adjusts the remaining Note principal to $4 million, due by April 30, 2025. If definitive agreements are not executed and the first tranche payment made by January 27, 2025, the MOU will expire. Certain covenants will be waived upon this payment, but revert if the remaining balance is not settled by the due date. Prior to the payment, the securityholder can convert the Note and Preferred Stock into common stock. The press release serves informational purposes and does not constitute an offer or solicitation to buy or sell securities.
Potential Positives
- RYVYL Inc. has entered a new non-binding Memorandum of Understanding that allows for the scheduled repayment and termination of an 8% Senior Convertible Note, indicating proactive financial management.
- The first tranche payment of $13.0 million for the redemption of the Series B Convertible Preferred Stock demonstrates RYVYL's commitment to reducing its financial obligations and improving its capital structure.
- The New MOU provides for the waiving of certain restrictive covenants, which could allow the Company more operational flexibility moving forward.
Potential Negatives
- The new Memorandum of Understanding (MOU) is non-binding, indicating potential uncertainty in the company's ability to finalize the repayment and termination of significant financial obligations.
- The company faces a tight deadline to execute definitive agreements and make a substantial payment of $13 million by January 27, 2025, risking further financial strain and consequences if unmet.
- If the remaining balance of $4 million on the Convertible Note is not paid by April 30, 2025, restrictive covenants will be reinstated, potentially limiting the company's operational flexibility.
FAQ
What is the purpose of the new Memorandum of Understanding (MOU) by RYVYL Inc.?
The new MOU aims for the full repayment and termination of an 8% Senior Convertible Note and the redemption of Series B Preferred Stock.
How much is the first tranche payment under the new MOU?
The first tranche payment is $13.0 million for the redemption of shares of Preferred Stock held by the Securityholder.
What happens if RYVYL Inc. does not make the first tranche payment by the due date?
If the payment is not made by January 27, 2025, the New MOU will expire, and the transactions will not be completed.
What are the consequences of failing to pay the remaining balance of the Note?
Failure to pay the remaining balance by April 30, 2025, will reinstate all restrictive covenants originally in effect.
What technologies does RYVYL Inc. leverage for payment solutions?
RYVYL Inc. uses proprietary blockchain ledger and electronic payment technology for diverse international payment transaction solutions.
Disclaimer: This is an AI-generated summary of a press release distributed by GlobeNewswire. The model used to summarize this release may make mistakes. See the full release here.
$RVYL Hedge Fund Activity
We have seen 4 institutional investors add shares of $RVYL stock to their portfolio, and 7 decrease their positions in their most recent quarter.
Here are some of the largest recent moves:
- RENAISSANCE TECHNOLOGIES LLC removed 16,742 shares (-40.4%) from their portfolio in Q3 2024, for an estimated $22,099
- XTX TOPCO LTD added 15,107 shares (+inf%) to their portfolio in Q3 2024, for an estimated $19,941
- CROSS STAFF INVESTMENTS INC removed 3,296 shares (-9.6%) from their portfolio in Q3 2024, for an estimated $4,350
- TOWER RESEARCH CAPITAL LLC (TRC) removed 3,080 shares (-100.0%) from their portfolio in Q3 2024, for an estimated $4,065
- WOLFF WIESE MAGANA LLC removed 2,830 shares (-35.7%) from their portfolio in Q4 2024, for an estimated $3,679
- GEODE CAPITAL MANAGEMENT, LLC added 2,051 shares (+5.2%) to their portfolio in Q3 2024, for an estimated $2,707
- BLACKROCK, INC. removed 1,300 shares (-9.0%) from their portfolio in Q3 2024, for an estimated $1,716
To track hedge funds' stock portfolios, check out Quiver Quantitative's institutional holdings dashboard.
Full Release
SAN DIEGO, CA, Jan. 22, 2025 (GLOBE NEWSWIRE) -- RYVYL Inc. (NASDAQ: RVYL) ("RYVYL" or the "Company"), a leading innovator of payment transaction solutions leveraging proprietary blockchain ledger and electronic payment technology for diverse international markets, has entered into a new non-binding Memorandum of Understanding with a securityholder of the Company, replacing a previously announced Memorandum of Understanding, which expired on November 29, 2024 (the “New MOU”) 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 New MOU 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 execute definitive agreements with the Securityholder (the “Definitive Agreements”) and pay the first tranche payment of $13.0 million on or before January 27, 2025, or the New MOU will expire and the transactions contemplated under the New MOU will not be completed. 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 Definitive Agreements, certain restrictive covenants contained in the transaction documents pursuant to which the Note and the shares of Preferred Stock were issued will be waived, as long as the Company pays the remaining $4.0 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, all restrictive covenants will go back into effect.
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 proprietary blockchain ledger and 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
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 and expectation of revenues from the license described herein and are charactered by future or conditional words such as "may," "will," "expect," "intend," "anticipate," "believe," "estimate" and "continue" or similar words. You should read statements that contain these words carefully because they discuss future expectations and plans, which contain projections of future results of operations or financial condition or state other forward-looking information. 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 licensee understands and complies with various banking laws and regulations that may impact the licensee's ability to process transactions. For example, federal money laundering statutes and Bank Secrecy Act regulations discourage financial institutions from working with operators of certain industries - particularly industries with heightened cash reporting obligations and restrictions - as a result of which, banks may refuse to process certain payments and/or require onerous reporting obligations by payment processors to avoid compliance risk. These and other risk factors affecting the Company are discussed in detail in the Company's periodic filings with the SEC. The Company undertakes no obligation to publicly update or revise any forward-looking statement, whether because of the latest information, future events or otherwise, except to the extent required by applicable laws.
IR Contact:
David Barnard, Alliance Advisors Investor Relations, 415-433-3777,
ryvylinvestor@allianceadvisors.com
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