M&A - RYVYL Inc.

Form Type: 8-K

Filing Date: 2025-05-08

Corporate Action: Acquisition

Type: Update

Accession Number: 000118518525000409

Filing Summary: RYVYL Inc. reported on May 7, 2025, regarding a stock purchase agreement (SPA) with a purchaser for the sale of all issued and outstanding shares of its indirect subsidiary, Ryvyl EU, for an aggregate purchase price of $15,000,000. The SPA included a termination agreement, providing the right for RYVYL to terminate the agreement by paying the purchaser $16.5 million, subject to certain conditions. Subsequently, a modification agreement was executed, allowing a delay in the closing of the transaction until May 6, 2025. The purchaser notified RYVYL that they had no intention of closing the deal until May 16, 2025, allowing further discussions between the parties. The other terms of the SPA and termination agreement remain unchanged.

Form Type: 8-K

Filing Date: 2025-01-28

Corporate Action: Acquisition

Type: New

Accession Number: 000118518525000048

Filing Summary: RYVYL Inc. reported that it has entered into a stock purchase agreement (SPA) for the sale of all issued shares of its indirect subsidiary, Ryvyl (EU) EAD, to a purchaser for $15 million. This acquisition is supported by financing secured by RYVYL. On January 27, 2025, RYVYL received $13 million from the financing, out of which $13 million was used to cover the first installment of a Preferred Stock Repurchase and Note Repayment Agreement with a securityholder. This agreement involves a total payment of $17 million for the repurchase of Series B Convertible Preferred Shares and a reduction of the outstanding balance on an 8% Senior Convertible Note. A second installment of $4 million is due on or before April 30, 2025. The company has also reported entering into a Termination Agreement, which allows RYVYL to terminate the SPA under certain conditions, with applicable damages if the transaction does not close due to reasons other than the company's breach. The company announced these events in a press release on January 28, 2025.