RYVYL Inc. 8-K

What Happened
RYVYL Inc. filed an 8-K on Jan. 9, 2026 disclosing that RTB Digital, Inc. (RYVYL’s anticipated merger partner) entered a Binding Term Sheet on Jan. 5, 2026 with UTXO Management (an affiliate of 210k Capital, LP and the investment arm of BTC, Inc., which is scheduled to consolidate assets into Nakamoto Holdings/NAKA). UTXO purchased a $10.0 million convertible note in RTB; if the proposed merger closes, that note will automatically convert into RYVYL equity at a $200 million pre‑money valuation. The filing notes the new funding brings RTB’s recent capital to $43.0 million and identifies David Bailey (RTB director and potential future RYVYL director) as the general partner of UTXO.

Key Details

• Investment: $10.0 million convertible note purchased by UTXO Management on Jan. 5, 2026. Proceeds will be held in Bitcoin (subject to crypto price volatility).
• Conversion: Note automatically converts into RYVYL equity upon consummation of the merger at a $200 million pre‑money valuation.
• Warrants & Price Protection: Investor received warrants equal to 20% coverage, exercisable at‑the‑money, expiring 365 days; additional warrants will be issued if fully diluted capitalization at closing is below $200M.
• Post‑conversion restrictions: Shares issued on conversion subject to a 12‑month lock‑up (Letter of Early Release); Investor must give 7 days’ notice before selling locked‑up shares and RYVYL has a right (but not obligation) to buy those shares at market price.

Why It Matters
This filing signals incremental financing tied to the pending RTB–RYVYL merger and defines how $10M of new capital would convert into RYVYL equity on closing. Key investor protections (conversion at a $200M pre‑money, warrants, and price protection) may affect future dilution and ownership. Holding proceeds in Bitcoin introduces crypto price exposure prior to conversion. The transaction is conditional on the merger closing; investors should note the company’s forward‑looking caution that the merger may not occur and that approvals, integration, and other risks remain.