UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
November 6, 2025
RYVYL INC.
(Exact name of registrant as specified in its charter)
| Nevada |
|
001-34294 |
|
22-3962936 |
(State or other jurisdiction
of incorporation) |
|
(Commission File Number) |
|
(I.R.S. Employer
Identification No.) |
3131 Camino Del Rio North, Suite 1400
San Diego, CA 92108
(Address of principal executive offices and zip
code)
Registrant’s telephone number, including
area code: (855) 201-1613
Check the appropriate box below if the Form 8-K
is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☒ | Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425) |
| ☒ | Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered
pursuant to Section 12(b) of the Exchange Act:
| Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on which registered |
| Common Stock, par value $0.001 per share |
|
RVYL |
|
The Nasdaq Stock Market LLC
(Nasdaq Capital Market) |
Indicate by check mark
whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter)
or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 7.01 Regulation FD Disclosure.
Reference is made to the disclosure
in Item 8.01 of this Current Report on Form 8-K (this “Form 8-K”), which disclosure is incorporated herein by reference. The
Press Release (as defined below) is filed herewith as Exhibit 99.1 and incorporated herein by reference.
The information contained
in this Form 8-K under Item 7.01, including Exhibit 99.1 attached hereto, is deemed to be “furnished” and shall not be
deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”),
and shall not be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”),
or the Exchange Act, whether made before or after the date hereof. The information set forth in this Item 7.01 of this Form 8-K and Exhibit
99.1 attached hereto shall not be deemed an admission as to the materiality of any information in this Form 8-K that is required to be
disclosed solely to satisfy the requirements of Regulation FD.
Item 8.01 Other Events.
On November 6, 2025, RYVYL Inc. (the “Company”)
issued a press release announcing that Aly Madhavji has agreed to help guide the Company and RTB Digital, Inc. through their intended
merger transaction (the “Merger”) and has agreed to serve as Chief Financial Officer of the post-Merger company (the “Press
Release”). A copy of the Press Release is furnished hereto as Exhibit 99.1 and is incorporated herein by reference.
Forward-Looking Statements
This Form 8-K, including Exhibit 99.1 attached
hereto, may contain forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange
Act. Such forward-looking statements are characterized by future or conditional verbs such as “may,” “will,” “expect,”
“intend,” “anticipate,” “believe,” “estimate” and “continue” or similar words,
including statements regarding the Company’s ability to consummate the Merger. You should read statements that contain these words
carefully because they discuss future expectations and plans, which contain projections of future results of operations or financial condition
or state other forward-looking information. Such statements are only predictions and the Company’s actual results may differ materially
from those anticipated in these forward-looking statements. Such forward-looking statements are subject to risks and uncertainties, many
of which are beyond the Company’s control, which could cause the Company’s actual results to differ materially from those
expressed in or implied by these statements.
By their nature, forward-looking statements address
matters that are subject to risks and uncertainties. A variety of factors could cause actual events and results to differ materially from
those expressed in or contemplated by the forward-looking statements. Risk factors affecting the Company are discussed in detail in the
Company’s filings with the U.S. Securities and Exchange Commission (“SEC”). The Company undertakes no obligation to
publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise, except to
the extent required by applicable laws. These forward-looking statements include, but are not limited to, statements regarding the proposed
merger between the Company and RTB Digital, Inc. (collectively, the “Parties”), the expected closing of the proposed Merger
and the timing thereof and as adjusted descriptions of the post-transaction company and its operations, strategies and plans, including
the management team and board of directors of the Company following the consummation of the Merger. There are a number of risks and uncertainties
that could cause actual results to differ materially from the forward-looking statements included in the Form 8-K and the Press Release.
These include: the risk that the Parties’ businesses will not be integrated successfully and the risk that cost savings, synergies
and growth from the proposed Merger may not be fully realized or may take longer to realize than expected; the possibility that stockholders
of the Company may not approve the issuance of new shares of Company common stock in the Merger or that stockholders of the Company may
not approve the Merger; the risk that a condition to the closing of the Merger may not be satisfied, that either party may terminate the
definitive agreement or that the closing of the Merger might be delayed or may not occur at all; potential adverse reactions or changes
to business or employee relationships, including those resulting from the announcement or completion of the Merger; the risk that the
Parties do not receive regulatory or other approvals of the Merger; the occurrence of any other event, change, or other circumstances
that could give rise to the termination of the Merger agreement or changes to the transactions; the risk that changes in the Company’s
capital structure and governance could have adverse effects on the market value of its securities; the ability of the Parties to retain
customers and retain and hire key personnel and maintain relationships with their suppliers and customers and on the Parties’ operating
results and business generally; the risk the Merger could distract the respective managements of the Parties from ongoing business operations
or cause the Parties to incur substantial costs; impacts on the Parties’ plans for value creation and strategic advantages, market
size and growth opportunities, regulatory conditions, competitive position and the interest of other corporations in similar business
strategies, technological and market trends, future financial condition and performance and expected financial impacts of the Merger;
the risk that the Parties may be unable to reduce expenses or access financing or liquidity; the impact of any economic downturn; the
risk of changes in governmental regulations or enforcement practices; and other important factors that could cause actual results to differ
materially from those projected and those discussed under risk factors in the Company’s Annual Report on Form 10-K for the year
ended December 31, 2024 and other filings filed with the SEC (including its Current Reports on Form 8-K and Quarterly Reports on Form
10-Q). Forward-looking statements speak only as of the date they are made. The Company does not assume any obligation to update forward-looking
statements as circumstances change. The Company gives no assurance that it will achieve its expectations.
Additional Information and Where to Find It
The Company intends to file with the SEC a registration
statement on Form S-4 (as may be amended, the “Registration Statement”), which will include a preliminary proxy statement
in connection with the proposed Merger pursuant to a definitive merger agreement. The definitive proxy statement and other relevant documents
will be mailed to stockholders of the Company as of a record date to be established for voting on the proposed Merger. STOCKHOLDERS OF
THE COMPANY AND OTHER INTERESTED PARTIES ARE URGED TO READ, WHEN AVAILABLE, THE PRELIMINARY PROXY STATEMENT, AND AMENDMENTS THERETO, AND
THE DEFINITIVE PROXY STATEMENT IN CONNECTION WITH THE COMPANY’S SOLICITATION OF PROXIES FOR THE SPECIAL MEETING OF ITS STOCKHOLDERS
TO BE HELD TO APPROVE THE PROPOSED MERGER BECAUSE THESE DOCUMENTS WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PARTIES AND THE PROPOSED
MERGER. Stockholders will also be able to obtain copies of the Registration Statement and the proxy statement/prospectus, without charge,
once available, on the SEC’s website at www.sec.gov.
NEITHER THE SEC NOR ANY STATE SECURITIES REGULATORY
AGENCY HAS APPROVED OR DISAPPROVED THE MERGER DESCRIBED HEREIN, PASSED UPON THE MERITS OR FAIRNESS OF THE TRANSACTIONS OR ANY RELATED
TRANSACTIONS OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THIS FORM 8-K. ANY REPRESENTATION TO THE CONTRARY CONSTITUTES
A CRIMINAL OFFENSE.
Each of the Parties, their respective directors and
executive officers and other employees may be considered participants in the solicitation of proxies from the stockholders of each of
the Parties with respect to the Merger transaction. Information about the directors and executive
officers of the Company is set forth in its Annual Report on Form 10-K for the fiscal year ended December 31, 2024. Information about
the directors and executive officers of RTB Digital, Inc. and additional information regarding the participants in the proxy solicitation
and a description of their direct and indirect interests, by security holdings or otherwise, will be included in the Registration Statement,
the proxy statement/prospectus and other relevant materials to be filed with the SEC regarding the Merger transaction. Stockholders, potential
investors and other interested persons should read all such materials carefully before making any voting or investment decisions. These
documents can be obtained free of charge from the sources indicated above.
No Offer or Solicitation
This information contained in this Form 8-K and
in Exhibit 99.1 attached hereto is for informational purposes only and is not a proxy statement or solicitation of a proxy, consent or
authorization with respect to any securities or in respect of the Merger and shall not constitute an offer to sell or exchange, or a solicitation
of an offer to buy or exchange the securities of the Company, or any commodity or instrument or related derivative, nor shall there be
any sale of any such securities in any state or jurisdiction in which such offer, solicitation, sale or exchange would be unlawful prior
to registration or qualification under the securities laws of such state or jurisdiction. No offer of securities shall be made except
by means of a prospectus meeting the requirements of the Securities Act or an exemption therefrom. Investors should consult with their
counsel as to the applicable requirements for a purchaser to avail itself of any exemption under the Securities Act.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
| Exhibit No. |
|
Name of Exhibit |
| 99.1 |
|
Press Release issued on November 6, 2025. |
| |
|
|
| 104 |
|
Cover Page Interactive Data File (embedded within the inline XBRL document). |
SIGNATURES
Pursuant to the requirements
of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
| |
RYVYL Inc. |
| |
|
|
| |
By: |
/s/ George Oliva |
| |
|
George Oliva |
| |
|
Chief Financial Officer |
Dated: November 6, 2025
