---
schema_version: "secwatch.filing_event.v1"
accession: "0001185185-25-002045"
form_type: "8-K"
ticker: "RVYL"
cik: "0001419275"
company_name: "RYVYL Inc."
filed_at: "2025-12-12T23:59:59+00:00"
generated_at: "2026-05-16T13:20:47.156841+00:00"
event_type: "other_material"
sentiment: "neutral"
materiality_score: 0.65
calibrated_materiality_score: 0.65
confidence: "high"
source: SEC EDGAR
---

# RYVYL amends Series C preferred stock deal with RTB, increasing purchase price by $1.5M to $6.5M

## Summary
- Sells additional $1.5M of Series C preferred to RTB Digital at $130 stated value per share.
- Aggregate purchase price increased from $5M to $6.5M; stated value per share raised from $100 to $130.
- Amendment signed Dec 9, 2025; all other terms of original purchase agreement unchanged.
- RTB reaffirms compliance and remains sole holder of the Series C preferred stock.

## SEC filing metadata
- accession: 0001185185-25-002045
- form_type: 8-K
- ticker: RVYL
- cik: 0001419275
- company_name: RYVYL Inc.
- filed_at: 2025-12-12T23:59:59+00:00
- event_type: other_material
- sentiment: neutral
- materiality_score: 0.65
- calibrated_materiality_score: 0.65
- confidence: high
- sec_items: 1.01, 3.03, 5.03, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1419275/000118518525002045/0001185185-25-002045-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1419275/000118518525002045/rvyl8k121125.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001185185-25-002045
- JSON: https://secwatch.observer/filing/0001185185-25-002045.json
- Plain text: https://secwatch.observer/filing/0001185185-25-002045.txt

## Key facts
- Equity Issuances
  RYVYL Inc. issued 50,000 shares of preferred stock to RTB Digital, Inc. for increased by $1,500,000 to aggregate of $6,500,000.
  - Security: preferred stock
  - Shares: 50,000 shares
  - Purchaser: RTB Digital, Inc.
  - Consideration: increased by $1,500,000 to aggregate of $6,500,000
  source text: “Certificate of Designation”). Pursuant to the Amendment, such parties agreed to (i) increase the original purchase price for the 50,000 shares of Series C Preferred Stock by $1,500,000 to an aggregate of $6,500,000, to be paid at the signing of the Amendment by RTB to the Company, and (ii) increase the Stated Value (as defined in the Purchase Agreement) per
  evidence_url: https://www.sec.gov/Archives/edgar/data/1419275/000118518525002045/0001185185-25-002045-index.htm
- Governance Changes
  RYVYL Inc.: Certificate of Designation amendment to increase Stated Value from $100.00 to $130.00 (effective 2025-12-09).
  - Change: charter amendment
  - Effective: 2025-12-09
  source text: On December 9, 2025, the Company filed a Certificate of Amendment to the Certificate of Designation to increase the Stated Value from $100.00 to $130.00 (the “Certificate of Amendment”).
  evidence_url: https://www.sec.gov/Archives/edgar/data/1419275/000118518525002045/0001185185-25-002045-index.htm
- Material Agreements
  RYVYL Inc. amended First Amendment to the Securities Purchase Agreement with RTB Digital, Inc. valued at $1,500,000 (effective 2025-12-09).
  - Action: amendment
  - Agreement: equity purchase
  - Counterparty: RTB Digital, Inc.
  - Value: $1,500,000
  - Effective: 2025-12-09
  source text: On December 9, 2025, the Company and RTB entered into a First Amendment to the Securities Purchase Agreement (the “Amendment”), pursuant to which the parties to the Purchase Agreement agreed to amend certain terms of the Purchase Agreement and the Certificate of Designation of Preferences, Rights and Limitations of Series C Convertible Preferred Stock (the “Certificate of Designation”).
  evidence_url: https://www.sec.gov/Archives/edgar/data/1419275/000118518525002045/0001185185-25-002045-index.htm

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