RYVYL Announces Second Exchange Agreement with Convertible Noteholder; Reducing Company Debt by more than $60 million

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RYVYL Inc. (RVYL) Announces Exchange Agreement to Convert Debt to Equity and Strengthen Balance Sheet

SAN DIEGO, CA, Nov. 28, 2023 (GLOBE NEWSWIRE) -- RYVYL Inc. (NASDAQ: RVYL) ("RYVYL" or the "Company"), a leading innovator of payment transaction solutions leveraging proprietary blockchain ledger and electronic token technology for the diverse international markets, announced today the Company entered into a second exchange agreement with an existing noteholder (the “Noteholder”), to forbear the note repayment requirement until April 5^th, 2025 and exchange the outstanding principal in a new authorized series of preferred stock.

Under the terms of the Exchange Agreement , the Company and the Noteholder have agreed to exchange, upon satisfaction of all applicable closing conditions (or waiver of any of such conditions), (i) 6,000 shares of Series A Convertible Preferred Stock, (ii) the right to the exchange the shares of Unissued Series A Preferred Stock for an additional $16,703,000 of principal of the Note, and (iii) $40,000,000 of the outstanding principal under the Note for 55,000 shares of a newly authorized series of preferred stock of the Company designated as Series B Preferred Convertible Stock (the “Series B Preferred Stock”), the terms of which will be set forth in a Certificate of Designations of Rights and Preferences of Series B Convertible Preferred Stock of RYVYL, Inc. (the “Series B Certificate of Designations”), which the Company will file with the Nevada Secretary of State prior to the initial issuance of any shares of Series B Preferred Stock. As an additional consideration for the Exchange, the Company has also agreed to make a cash payment to the Investor in the amount of $3,000,000 for an additional $3,600,000 reduction in principal of the Note. At the anticipated closing date on or around 11/29/23, the Company’s debt is expected to be reduced to $19,700,000.

“We believe that the Noteholder’s agreement to convert a significant portion of its debt holdings to equity in the Company evidences its continued support and its belief in RYVYL’s core mission,” said Ben Errez, Chairman of RYVYL. “Once completed, we will have a stronger balance sheet, significantly increasing net shareholder equity and reducing outstanding debt by more than $60 million. It is our hope that by bringing net shareholder equity back into compliance with Nasdaq’s listing standards, we will be able to maintain the listing of our common stock on Nasdaq as we look to continue to grow our disruptive payment transaction technology to diverse global markets.”

Additional information can be found in the Company’s Current Report on Form 8-K filed today with the Securities and Exchange Commission, and available on RYVYL’s Investor Relations website https://investors.ryvyl.com/financials/sec-filings/

About RYVYL

RYVYL Inc. (NASDAQ: RVYL) Revolutionizing Global Payments: Our cutting-edge blockchain ledger-based platform offers a seamless and secure payment experience tailored for the diverse and ever-evolving global market. By harnessing the power of blockchain technology, we ensure unparalleled security, transparency, and immutability in all transactions. Our commitment to simplicity guarantees a user-friendly interface accessible to everyone, while robust compliance measures instill trust and confidence across borders and regulatory landscapes. 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 Schwalenberg
MZ Group - MZ North America
312-261-6430
RVYL@mzgroup.us
www.mzgroup.us

What did RYVYL announce?

RYVYL Inc. (RVYL) announced an exchange agreement with an existing noteholder to forbear the note repayment requirement until April 5th, 2025 and exchange the outstanding principal in a new authorized series of preferred stock.

What are the terms of the Exchange Agreement?

Under the Exchange Agreement, RYVYL and the noteholder agreed to exchange 6,000 shares of Series A Convertible Preferred Stock, the right to exchange the shares of Unissued Series A Preferred Stock for an additional $16,703,000 of principal of the Note, and $40,000,000 of the outstanding principal under the Note for 55,000 shares of a newly authorized series of preferred stock of the Company designated as Series B Preferred Convertible Stock.

What is the additional consideration for the Exchange?

As an additional consideration for the Exchange, RYVYL has agreed to make a cash payment to the Investor in the amount of $3,000,000 for an additional $3,600,000 reduction in principal of the Note.

What is the expected impact on the Company's debt?

At the anticipated closing date, the Company’s debt is expected to be reduced to $19,700,000, significantly increasing net shareholder equity and reducing outstanding debt by more than $60 million.

Where can additional information be found?

Additional information can be found in RYVYL’s Current Report on Form 8-K filed with the Securities and Exchange Commission, available on RYVYL’s Investor Relations website.