Ryvyl Inc SEC Filings

RYVYL Inc. reports that on November 14, 2025, the United States District Court for the Southern District of California granted preliminary approval of a proposed settlement of the consolidated shareholder derivative action titled “In re RYVYL Inc. Derivative Litigation, Lead Case No. 3:23-cv-01165-GPC-SBC.” The settlement also covers related litigation in the Eight Judicial District Court in Clark County, Nevada involving certain current and former officers and directors.

The court’s order provides for notice of the proposed settlement to all record and beneficial stockholders of RYVYL as of September 30, 2025. RYVYL has filed the preliminary approval order, the stipulation and agreement of settlement, the notice of proposed settlement, and a related press release as exhibits to this report, and has also made the settlement documents and notice available on its investor website.

RYVYL Inc. filed its definitive proxy for a rescheduled 2025 Annual Meeting to be held virtually on December 15, 2025. Stockholders will vote on four director nominees, ratification of Simon & Edward, LLP as auditor, a reverse stock split, and an increase in authorized common shares.

Proposal 3 seeks approval to amend the charter to effect a reverse stock split of common stock at a ratio between one-for-twenty and one-for-fifty, at the Board’s discretion and no later than June 30, 2026. Proposal 4 seeks to amend the charter to increase authorized common shares from 100,000,000 to 500,000,000. The Board unanimously recommends voting FOR all proposals.

The meeting is virtual only at www.virtualshareholdermeeting.com/RVYL2025. Prior proxy cards for the originally scheduled 2025 meeting will not be counted; stockholders must vote again. The record date is October 31, 2025; shares outstanding were 36,085,978 common and 50,000 Series C preferred as of that date.

RYVYL Inc. (RVYL) announced a leadership and transaction update. The company said Aly Madhavji has agreed to help guide RYVYL and RTB Digital, Inc. through their intended merger and to serve as Chief Financial Officer of the combined company after closing.

The merger remains subject to customary conditions, including stockholder and regulatory approvals. RYVYL plans to file a Form S-4 with a proxy statement/prospectus for shareholders to review before a vote. The company emphasized forward-looking risks, including potential delays, required approvals, integration challenges, and the possibility the merger may not close.

RYVYL Inc. (RVYL) reported that on November 6, 2025 Aly Madhavji agreed to help guide RYVYL and RTB Digital, Inc. through their intended merger and to serve as Chief Financial Officer of the post‑merger company. The company furnished a press release as Exhibit 99.1 under Regulation FD.

RYVYL plans to file a Form S‑4 that will include a proxy statement/prospectus for a stockholder vote on the proposed merger. The transaction remains subject to conditions, including stockholder approvals and regulatory reviews, and may be terminated if conditions are not satisfied. The disclosure includes forward‑looking statement cautions outlining integration, approval, timing, and execution risks. This communication is not an offer or solicitation for any securities.

RYVYL Inc. rescheduled its 2025 Annual Meeting to December 15, 2025 as a virtual-only event. Stockholders of record as of October 31, 2025 may vote on four items: elect four directors; ratify Simon & Edward, LLP as auditor for 2025; approve a reverse stock split of common stock at a ratio between 1‑for‑20 and 1‑for‑50 (at the Board’s discretion, no later than June 30, 2026); and approve an increase in authorized common shares from 100,000,000 to 500,000,000. The Board recommends voting FOR all proposals.

On the record date, there were 36,085,978 common shares outstanding and 50,000 Series C preferred shares entitled to an aggregate of 7,202,092 votes (144.04184 votes per preferred share). A quorum requires at least 33 1/3% of voting power, or 14,429,357 votes, represented. Brokers may exercise discretion on Proposals 2–4 but not on director elections. Prior proxy cards for the originally scheduled meeting will not be counted; stockholders must revote using the updated materials.

RYVYL Inc. announced executive leadership changes. Fredi Nisan resigned from the board effective October 30, 2025 and will retire as Chief Executive Officer effective October 31, 2025. The company stated his resignation was not related to any disagreement regarding operations, policies, or practices.

The board appointed Chief Financial Officer George Oliva as Interim Chief Executive Officer, effective immediately following Mr. Nisan’s retirement. Oliva, a CPA with over 30 years of senior finance experience, has served as CFO since October 2023 and as a director since September 2025. The company noted there are no arrangements or family relationships tied to his appointment.

RYVYL Inc. reported it will cancel and reschedule its Annual Meeting of Stockholders. The meeting originally planned for October 30, 2025 is being moved to December 15, 2025, with a new record date of October 31, 2025. The company will revise proxy materials and make them available to all stockholders of record as of the new record date. A press release announcing these changes was furnished as Exhibit 99.1.

RYVYL Inc. (RVYL): A director filed a Form 3 initial beneficial ownership statement and reported no securities beneficially owned.

The reporting relationship is listed as Director, and the filing was made by one reporting person. The stated date of the event requiring the statement is 09/01/2025.

RYVYL Inc. (RVYL): Initial insider ownership filing

A company director filed an initial Form 3 reporting their beneficial ownership status. The filing identifies the reporting person as a Director and states that no securities are beneficially owned. The event date triggering the statement is 10/14/2025, and the form was filed by one reporting person.

This is an administrative disclosure under Section 16 and does not indicate any purchase or sale of RVYL securities.