Ryvyl signs MOU with investor to retire 8% senior convertible note

RYVYL (RVYL) has signed a non-binding Memorandum of Understanding with the investor setting forth the terms agreed to by the Company and the Investor for the full repayment and termination of an 8% Senior Convertible Note and the redemption of all shares of the Company’s Series B Convertible Preferred Stock held by the Investor. As of October 31, 2024, the outstanding Note principal was $19.0 million, and the liquidation value of the Preferred Stock was $53.5 million. Under the terms of the MOU, the Company has agreed to pay total consideration of $16.5 million in full repayment of the Note and the redemption of all of the shares of Preferred Stock, as follows: $12.8 million will be paid in a first tranche payment on or before November 22, 2024, for the redemption of all of the shares of Preferred Stock held by the Investor, and payment of a portion of the outstanding balance of the Note so that the remaining outstanding principal balance will be $3.7 million. $3.7 million will be paid in payment of the principal balance of the Note, which will remain outstanding under the existing Note with the maturity date of the Note being advanced to January 31, 2025. The Company is required to execute definitive agreements with the Investor and pay the first tranche payment of $12.8 million on or before November 22, 2024, or the MOU will be terminated and the transactions contemplated under the MOU will not be completed. RYVYL expects to pay the first tranche payment of $12.8 million from proceeds raised in equity, debt and/or convertible debt financings from one or more new investors. The Investor’s consent is required for RYVYL to enter into any of such financing transactions, unless RYVYL deposits at least $12.8 million, in escrow, for the payment of the first tranche payment, upon execution of the Definitive Agreements, in which case the Investor’s consent is not required. In the event that RYVYL is unable to raise funds sufficient to pay the first tranche payment of $12.8 million by November 22, 2024, the transactions contemplated under the MOU will not be completed. The Company will use its reasonable best efforts to raise the financing required, but THERE IS NO ASSURANCE that it will be able to do so by November 22, 2024. Even if the Company does raise sufficient funds, since the MOU is not binding, there is no assurance that the Company will be able to enter into the Definitive Agreements with the Investor.