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

RYVYL (RVYL) has entered into a new non-binding Memorandum of Understanding with a securityholder of the Company, replacing a previously announced Memorandum of Understanding, which expired on November 29, 2024 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. The New MOU provides for: A first tranche payment of $13M for the redemption of all of the shares of Preferred Stock held by the Securityholder, and payment of a portion of the outstanding balance of the Note so that the remaining outstanding principal balance will be $4M. Advancing the maturity date for the remaining balance of $4M due under the Note, following payment of the first tranche, to April 30, 2025. The Company is required to execute definitive agreements with the Securityholder and pay the first tranche payment of $13M on or before January 27, 2025, or the New MOU will expire and the transactions contemplated under the New MOU will not be completed. The first tranche due date may be extended to February 3, 2025, at the sole option of the Company, in consideration for RYVYL’s payment of an additional $50,000. Upon payment of the first tranche payment and execution of the Definitive Agreements, certain restrictive covenants contained in the transaction documents pursuant to which the Note and the shares of Preferred Stock were issued will be waived, as long as the Company pays the remaining $4M principal balance of the Note on or before April 30, 2025. If the Company fails to pay the remaining balance by such date, all restrictive covenants will go back into effect. Prior to payment of the first tranche payment, the Securityholder shall retain the ability, subject to certain market limitations, to convert the Note and the Preferred Stock into common stock.