New insider Rtb Digital Inc. claimed ownership of 50,000 units of Series C Convertible Preferred Stock (SEC Form 3)
$RVYL
Professional Services
Consumer Discretionary
| FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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1. Name and Address of Reporting Person*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 10/07/2025 |
3. Issuer Name and Ticker or Trading Symbol
RYVYL Inc. [ RVVL ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
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| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
| Series C Convertible Preferred Stock | 50,000 | D | |
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Explanation of Responses: |
| Remarks: |
| The Reporting Person acquired 50,000 shares of Series C Convertible Preferred Stock of the Issuer pursuant to a Securities Purchase Agreement dated October 6, 2025. The Series C Convertible Preferred Stock is convertible into shares of Common Stock at a Conversion Price of $0.40 per share, subject to adjustment. Pursuant to Section 6(d) of the Certificate of Designation of Preferences, Rights and Limitations of Series C Convertible Preferred Stock filed with the Nevada Secretary of State, the Reporting Person was subject to a Beneficial Ownership Limitation that prohibited conversion of the Preferred Stock to the extent such conversion would result in the Reporting Person, together with its affiliates and attribution parties, beneficially owning in excess of 4.99% of the outstanding shares of Common Stock. Under Section 6(d) of the Certificate of Designation, any increase in the Beneficial Ownership Limitation is not effective until the 61st day after written notice is delivered to the Issuer. On October 6, 2025, the Reporting Person delivered notice to the Issuer requesting increase of the Beneficial Ownership Limitation. Such increase will become effective on December 6, 2025, being the 61st day following delivery of such notice. On such date, the Reporting Person will first acquire the right to convert shares of Preferred Stock within 60 days such that the Reporting Person would beneficially own more than 5% of the outstanding Common Stock, thereby triggering the obligation to file this Schedule 13D. |
| Giorgia Giordani, Law Clerk c/o Zuber Lawler LLP | 12/05/2025 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 5 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||