RYVYL Bolsters Capital Structure Resulting in Debt Reduction, Significant Improvement to Cash Flow, and Increased Shareholder Equity in Exchange Agreement with Convertible Noteholder
26 Julho 2023 - 11:50AM
RYVYL Inc. (NASDAQ: RVYL) ("RYVYL" or the "Company"), a company
that leverages the security of the blockchain and USD-pegged
stablecoin technology with near-real-time attestation capabilities
to conduct payment transactions, has agreed to an amendment of
terms with the noteholder of the $100 million convertible note
financing, originally entered into on November 5, 2021.
Under the terms of an Exchange Agreement, in two
separate exchanges, an aggregate of $22.703 million of the existing
note will potentially be exchanged into 15,000 shares of a new
class of RYVYL convertible preferred stock, with an aggregate
stated value of $15,000,000. We expect $6 million of the existing
note (including $1,703,000 of interest) will be exchanged into
6,000 shares of preferred stock in the initial exchange that we
anticipate will occur on or prior to July 27, 2023 with the
remaining $16,703,000 in principal to be exchanged into 9,000
shares of preferred stock at an additional closing, subject to the
Company’s having obtained stockholder approval for the issuance of
all shares of common stock underlying the preferred stock in
accordance with the rules and regulations of NASDAQ. After the
consummation of the exchanges, the Company’s total debt will
effectively be reduced by $22.703 million, improving
shareholder equity by a similar amount and the stated
value of the new preferred stock issued in the exchange shall be
approximately $7.7 million less than the aggregate amount of the
existing note surrendered in the exchanges. Under the terms of the
separate Leak-Out Agreement with the noteholder, there are also
certain limitations on the noteholder’s sales of RVYL stock in the
open market.
Chairman Ben Errez commented: “This a major win
for all RYVYL stakeholders once again demonstrating the strength of
the relationship with our noteholder as well as its belief in
RYVYL’s mission and the proposed Coyni spin-off. We believe that
the exchange should significantly bolster and revitalize our
capital structure with the added benefit of mitigating NASDAQ
compliance deficiencies risk on both bid price compliance and
future shareholder equity requirements. We are grateful to have
this institutional level commitment to our global growth
capabilities.”
Additional information will be available in the
Company’s 8k filing with the SEC available on RYVYL’s Investor
Relations website
https://investors.ryvyl.com/financials/sec-filings/
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 unique blockchain security and USD-pegged
stablecoin technology with near real-time attestation capabilities,
RYVYL is reinventing the future of financial transactions using its
coyni® stablecoin platform as a transactional foundation. 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 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
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