---
schema_version: "secwatch.filing_event.v1"
accession: "0001185185-25-001397"
form_type: "8-K"
ticker: "RVYL"
cik: "0001419275"
company_name: "RYVYL Inc."
filed_at: "2025-10-07T23:59:59+00:00"
generated_at: "2026-05-17T04:25:10.755689+00:00"
event_type: "other_material"
sentiment: "neutral"
materiality_score: 0.8
calibrated_materiality_score: 0.8
confidence: "high"
source: SEC EDGAR
---

# RYVYL raises $5M via Series C preferred stock sale; regains Nasdaq equity compliance

## Summary
- Sold 50,000 Series C convertible preferred shares at $0.40/share for $5M gross proceeds to RTB Digital and other investors.
- Each preferred share converts into 250 common shares (12.5M total); conversion requires shareholder approval if over 19.99%.
- Warrants issuable only upon a Material Breach Event; exercise price at least $0.08/share, 5-year term.
- Proceeds fund working capital during pending merger with RTB Digital; dilution occurs only if merger closes.
- Company believes it regained compliance with Nasdaq $2.5M stockholders' equity requirement after PIPE close.

## SEC filing metadata
- accession: 0001185185-25-001397
- form_type: 8-K
- ticker: RVYL
- cik: 0001419275
- company_name: RYVYL Inc.
- filed_at: 2025-10-07T23:59:59+00:00
- event_type: other_material
- sentiment: neutral
- materiality_score: 0.8
- calibrated_materiality_score: 0.8
- confidence: high
- sec_items: 1.01, 3.01, 3.02, 5.03, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1419275/000118518525001397/0001185185-25-001397-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1419275/000118518525001397/rvyl8k100725.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001185185-25-001397
- JSON: https://secwatch.observer/filing/0001185185-25-001397.json
- Plain text: https://secwatch.observer/filing/0001185185-25-001397.txt

## Key facts
- Equity Issuances
  RYVYL Inc. issued 50,000 shares of Series C Convertible Preferred Stock of preferred stock to the Investors named in the Purchase Agreement for $0.40 per share for gross proceeds of up to $5,000,000.
  - Security: preferred stock
  - Shares: 50,000 shares of Series C Convertible Preferred Stock
  - Purchaser: the Investors named in the Purchase Agreement
  - Consideration: $0.40 per share for gross proceeds of up to $5,000,000
  source text: the Company sold an aggregate of 50,000 shares of its Series C convertible preferred stock, par value $0.001 per share (the “Series C Preferred Stock”)to the Investors in a private placement (the “PIPE financing”), which was closed on October 7, 2025. Each share of Series C Preferred Stock was sold at a purchase price of $0.40 per share to the Investors for a gross proceeds of up to $5,000,000 to the Company, before the offering expenses.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1419275/000118518525001397/0001185185-25-001397-index.htm
- Governance Changes
  RYVYL Inc.: Filed Certificate of Designation for Series C Convertible Preferred Stock, designating 50,000 shares (effective 2025-10-07).
  - Change: charter amendment
  - Effective: 2025-10-07
  source text: Pursuant to the terms of the Purchase Agreement, on October 7, 2025, the Company filed the Certificate of Designation with the Secretary of State of the State of Nevada, designating 50,000 shares of the Company’s preferred stock as Series C Preferred Stock, $0.001 par value per share.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1419275/000118518525001397/0001185185-25-001397-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.