RYVYL Announces Conversion for Remainder of 8% Senior Convertible Note; Successfully Completes Process of Delevering Balance Sheet

Rhea-AI Summary

RYVYL Inc. (NASDAQ: RVYL) has announced the successful conversion of its remaining 8% Senior Convertible Note, marking the completion of its balance sheet deleveraging process. The conversion involved transforming $4.0 million in principal balance and $136,000 in accrued interest into 7.1 million shares of common stock. Earlier in January 2025, the company had redeemed Series B Convertible Preferred Stock worth $53.1 million and $14.3 million of the Note for $13.0 million, successfully avoiding potential dilution of over 90 million shares. This strategic move resulted in converting more than $50 million from Preferred Stock to Common shareholders in additional paid-in capital, aligning with the company's anti-dilutive strategy.

Positive

• Successfully completed balance sheet deleveraging process through debt conversion
• Avoided over 90 million shares of potential dilution through strategic redemption
• Converted over $50 million from Preferred Stock to Common shareholders
• Eliminated $4.0 million in debt principal plus interest through conversion

Negative

• Issuance of 7.1 million new common shares causing dilution to existing shareholders

SAN DIEGO, CA, June 06, 2025 (GLOBE NEWSWIRE) -- RYVYL Inc. (NASDAQ: RVYL) ("RYVYL” or the "Company"), a leading innovator of payment transaction solutions leveraging electronic payment technology, announced the securityholder of its remaining 8% Senior Convertible Note ("Note"), has converted the entire outstanding principal balance of $4.0 million and accrued interest of $136,000 into 7.1 million shares of common stock.

"We’ve pursued an anti-dilutive strategy to restructure our balance sheet, and this final debt to equity conversion successfully completes that process," said George Oliva, CFO of RYVYL. "In January 2025, we redeemed our Series B Convertible Preferred Stock with a liquidation value of $53.1 million and $14.3 million of the Note for a payment of $13.0 million, which avoided over 90 million shares of potential dilution and converted over $50 million of additional paid in capital from Preferred Stock to Common shareholders.”

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

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 that are characterized 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. 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.

IR Contact:

David Barnard, Alliance Advisors Investor Relations, 415-433-3777, ryvylinvestor@allianceadvisors.com

FAQ

What did RYVYL (RVYL) announce regarding its Senior Convertible Note?

RYVYL announced the conversion of its remaining 8% Senior Convertible Note, with $4.0 million principal balance and $136,000 accrued interest being converted into 7.1 million shares of common stock.

How many shares of potential dilution did RYVYL avoid through its January 2025 redemption?

Through its January 2025 redemption of Series B Convertible Preferred Stock and Note, RYVYL avoided over 90 million shares of potential dilution.

What was the value of Series B Convertible Preferred Stock redeemed by RYVYL in January 2025?

RYVYL redeemed Series B Convertible Preferred Stock with a liquidation value of $53.1 million in January 2025.

How much additional paid-in capital did RYVYL convert from Preferred Stock to Common shareholders?

RYVYL converted over $50 million of additional paid-in capital from Preferred Stock to Common shareholders.

How many new common shares were issued in the final Note conversion by RYVYL?

RYVYL issued 7.1 million new common shares in the final conversion of the remaining Senior Convertible Note.