RYVYL Enters Negotiations to Restructure Pre-funded Asset Sale to Debt and/or Equity

Rhea-AI Summary

RYVYL Inc. (NASDAQ: RVYL) has initiated negotiations to restructure terms of its pre-funded asset sale of RYVYL EU subsidiary. The company has secured a standstill agreement until May 6, 2025, with an option to extend to May 27, 2025 for a $750,000 payment.

The original agreement, entered on January 24, 2025, involved a $15 million pre-funded asset sale with a 90-day closing period, which could have been terminated before April 23, 2025, upon payment of $16.5 million. During the standstill period, RYVYL EU subsidiary shares will remain in escrow while restructuring negotiations continue, though there is no guarantee of reaching a final deal.

Positive

• Secured standstill agreement providing additional negotiation time
• Option to extend standstill period by 21 days
• Potential restructuring could provide more favorable terms

Negative

• No guarantee of successful restructuring deal
• Additional $750,000 payment required for standstill extension
• Original $15M deal faces uncertainty
• Potential risk to EU subsidiary ownership structure

- Enters into a standstill agreement until May 6, 2025 in respect of pre-funded SPA -

SAN DIEGO, CA, April 24, 2025 (GLOBE NEWSWIRE) -- RYVYL Inc. (NASDAQ: RVYL) ("RYVYL” or the "Company"), a leading innovator of payment transaction solutions leveraging electronic payment technology for the diverse international markets, has entered into an agreement to negotiate and potentially restructure the terms of its pre-funded asset sale of its RYVYL EU subsidiary although there is no certainty a deal will be reached. In conjunction with ongoing negotiations, the buyer has agreed a standstill period in respect of the pre-funded asset sale from April 23, 2025, to May 6, 2025. The Company has the right to extend such standstill period for an additional 21 days to May 27, 2025, in consideration of its payment of $750,000 on or before May 6, 2025.

On January 24, 2025, the Company entered into an agreement with a funding source for $15 million that was structured as a pre-funded asset sale with a 90-day closing period, which could have been terminated prior to April 23, 2025, upon RYVYL’s payment of $16.5 million. The shares of RYVYL EU subsidiary will continue to be held in escrow while the standstill period is ongoing.

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 are the key terms of RYVYL's standstill agreement for its EU subsidiary sale?

RYVYL secured a standstill agreement until May 6, 2025, with an option to extend to May 27, 2025, for a $750,000 payment, while negotiating restructuring of its pre-funded asset sale.

How much was RVYL's original pre-funded asset sale agreement worth?

The original agreement was for $15 million, with an early termination option at $16.5 million if paid before April 23, 2025.

What happens to RYVYL EU subsidiary shares during the standstill period?

The RYVYL EU subsidiary shares will continue to be held in escrow throughout the standstill period while restructuring negotiations are ongoing.

What are the potential outcomes of RVYL's restructuring negotiations?

The company is negotiating to restructure the pre-funded asset sale into debt and/or equity, though there is no certainty a deal will be reached.