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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
January 9, 2026
RYVYL INC.
(Exact name of registrant as specified in its charter)
| Nevada |
|
001-34294 |
|
22-3962936 |
(State or other jurisdiction
of incorporation) |
|
(Commission File Number) |
|
(I.R.S. Employer
Identification No.) |
3131 Camino Del Rio North, Suite 1400
San Diego, CA 92108
(Address of principal executive offices and zip
code)
Registrant’s telephone number, including
area code: (855) 201-1613
Check the appropriate box below if the Form 8-K
is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☒ | Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425) |
| ☒ | Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered
pursuant to Section 12(b) of the Exchange Act:
| Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on which registered |
| Common Stock, par value $0.001 per share |
|
RVYL |
|
The Nasdaq Stock Market LLC
(Nasdaq Capital Market) |
Indicate by check mark
whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter)
or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 8.01 Other Events.
On January 5, 2026, RYVYL Inc.’s (the "Company")
anticipated merger partner, RTB Digital, Inc. ("RTB"), executed a Binding Term Sheet (the "Agreement") with UTXO Management
(the "Investor"), an affiliate of 210k Capital, LP and scheduled to consolidate assets into Nakamoto Holdings (“NAKA”).
The Agreement provides a similar structure to the previous $33 million secured convertible note offering, investing an additional $10.0
million into RTB, which, assuming consummation of the merger, will result in additional shareholder equity in RYVYL. The Investor, UTXO
Management, is the investment arm of BTC, Inc. and is scheduled to consolidate assets into NAKA. This strategic investment brings the
recent capital raised by RTB to $43.0 million. Mr. David Bailey, a director of RTB and a potential director of the Company if the merger
is completed, is the general partner of the Investor. The increased resources of RTB will not adversely affect the exchange ratio of securities
held by Ryvyl stockholders immediately prior to the consummation of the merger, if the merger is approved.
The material terms of the Agreement relevant to
RYVYL are as follows:
| ● | Investment Structure: The Investor purchased a convertible
note (the "Note") in the principal amount of $10.0 million. The investment proceeds will be held in Bitcoin, which may gain
or lose value in advance of or post-merger consummation. |
| ● | Conversion: Upon consummation of the merger, the Note
automatically converts into RYVYL equity at a pre-money valuation of $200 million. |
| ● | Warrants: The Investor received warrants with 20% coverage,
exercisable at-the-money (based on the conversion price), with an expiration date of 365 days from execution. |
| ● | Price Protection: The Agreement contains price protection
provisions. If the Company’s fully diluted capitalization table, at the time of merger, is below $200 million, additional warrants
will be issued to the Investor to cover the difference. |
If the Note converts into RYVYL equity upon consummation
of the merger the following additional terms will apply:
| ● | Lock-Up and Early Release: Pursuant to a Letter of Early
Release executed on January 5, 2026, 100% of the Company’s shares issued in exchange for the securities purchased or issued will
be locked-up, for twelve (12) months. |
| ● | Right of First Refusal: The Investor is required to provide
seven (7) days’ prior written notice of its intent to sell any shares released from lock-up. The Company will have the right, but not
the obligation, to purchase such shares during this notice period at the then-prevailing market price. |
Forward-Looking Statements
This Form 8-K, including Exhibit 99.1 attached
hereto, may contain forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange
Act. Such forward-looking statements are characterized by future or conditional verbs such as “may,” “will,” “expect,”
“intend,” “anticipate,” “believe,” “estimate” and “continue” or similar words,
including statements regarding the Company’s ability to consummate the Merger. 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. Such statements are only predictions and the Company’s actual results may differ materially
from those anticipated in these forward-looking statements. Such forward-looking statements are subject to risks and uncertainties, many
of which are beyond the Company’s control, which could cause the Company’s actual results to differ materially from those
expressed in or implied by these statements.
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 U.S. Securities and Exchange Commission (“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. These forward-looking statements include, but are not limited to, statements regarding the proposed
merger between the Company and RTB Digital, Inc. (collectively, the “Parties”), the expected closing of the proposed Merger
and the timing thereof and as adjusted descriptions of the post-transaction company and its operations, strategies and plans, including
the management team and board of directors of the Company following the consummation of the Merger. There are a number of risks and uncertainties
that could cause actual results to differ materially from the forward-looking statements included in the Form 8-K and the Press Release.
These include: the risk that the Parties’ businesses will not be integrated successfully and the risk that cost savings, synergies
and growth from the proposed Merger may not be fully realized or may take longer to realize than expected; the possibility that stockholders
of the Company may not approve the issuance of new shares of Company common stock in the Merger or that stockholders of the Company may
not approve the Merger; the risk that a condition to the closing of the Merger may not be satisfied, that either party may terminate the
definitive agreement or that the closing of the Merger might be delayed or may not occur at all; potential adverse reactions or changes
to business or employee relationships, including those resulting from the announcement or completion of the Merger; the risk that the
Parties do not receive regulatory or other approvals of the Merger; the occurrence of any other event, change, or other circumstances
that could give rise to the termination of the Merger agreement or changes to the transactions; the risk that changes in the Company’s
capital structure and governance could have adverse effects on the market value of its securities; the ability of the Parties to retain
customers and retain and hire key personnel and maintain relationships with their suppliers and customers and on the Parties’ operating
results and business generally; the risk the Merger could distract the respective managements of the Parties from ongoing business operations
or cause the Parties to incur substantial costs; impacts on the Parties’ plans for value creation and strategic advantages, market
size and growth opportunities, regulatory conditions, competitive position and the interest of other corporations in similar business
strategies, technological and market trends, future financial condition and performance and expected financial impacts of the Merger;
the risk that the Parties may be unable to reduce expenses or access financing or liquidity; the impact of any economic downturn; the
risk of changes in governmental regulations or enforcement practices; and other important factors that could cause actual results to differ
materially from those projected and those discussed under risk factors in the Company’s Annual Report on Form 10-K for the year
ended December 31, 2024 and other filings filed with the SEC (including its Current Reports on Form 8-K and Quarterly Reports on Form
10-Q). Forward-looking statements speak only as of the date they are made. The Company does not assume any obligation to update forward-looking
statements as circumstances change. The Company gives no assurance that it will achieve its expectations.
No Offer or Solicitation
This information contained in this Form 8-K and
in Exhibit 99.1 attached hereto is for informational purposes only and is not a proxy statement or solicitation of a proxy, consent or
authorization with respect to any securities or in respect of the Merger and shall not constitute an offer to sell or exchange, or a solicitation
of an offer to buy or exchange the securities of the Company, or any commodity or instrument or related derivative, nor shall there be
any sale of any such securities in any state or jurisdiction in which such offer, solicitation, sale or exchange would be unlawful prior
to registration or qualification under the securities laws of such state or jurisdiction. No offer of securities shall be made except
by means of a prospectus meeting the requirements of the Securities Act or an exemption therefrom. Investors should consult with their
counsel as to the applicable requirements for a purchaser to avail itself of any exemption under the Securities Act.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
| Exhibit No. |
|
Name of Exhibit |
| |
|
|
| 104 |
|
Cover Page Interactive Data File (embedded within the inline XBRL document). |
SIGNATURES
Pursuant to the requirements
of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
| |
RYVYL Inc. |
| |
|
|
| |
By: |
/s/ George Oliva |
| |
|
Name: |
George Oliva |
| |
|
Title: |
Interim Chief Executive Officer and Chief Financial Officer |
Dated: January 9, 2026
3
