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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):
December 11, 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
5.07. Submission of Matters to a Vote of Security Holders.
On
December 15, 2025, RYVYL Inc. (the “Company”) held its 2025 annual meeting of stockholders (the “Annual Meeting”).
At the close of business on October 31, 2025, the record date for the Annual Meeting (the “Record Date”), there were 36,085,978
shares of common stock, par value $0.001 per share (the “Common Stock”), and 50,000 shares of Series C convertible preferred
stock, par value $0.001 per share (the “Series C Preferred Stock”), outstanding, held by one record holder. Each share of
Common Stock entitled the holder thereof to one vote, and each share of Series C Preferred Stock entitled the holder thereof to vote
on an as-converted to Common Stock basis, subject to certain beneficial ownership limitation provisions, and as a result such shares
entitled such holder to an aggregate of 7,202,092 votes. At the Annual Meeting, the holders of shares representing an aggregate of 23,535,606
votes of the Company’s capital voting stock were represented in person or by proxy, constituting a quorum.
Set
forth below are each of the four proposals that were voted on at the Annual Meeting and the stockholder votes on each such proposal,
as certified by the inspector of elections for the Annual Meeting. These proposals are described in further detail in the Definitive
Proxy Statement on Schedule 14A that the Company filed with the U.S. Securities and Exchange Commission (the “SEC”) on November
14, 2025 (the “Proxy Statement”).
Proposal
No. 1: The four (4) nominees named in the Proxy Statement were elected at the Annual Meeting to serve as the Company’s
directors until the Company’s 2026 Annual Meeting of Stockholders and until each of their respective successors are elected and
qualified or until each of their earlier resignation or removal. The final voting results with respect to the election of each such nominee
were as follows:
| Name |
|
For |
|
|
Withheld |
|
|
Broker
Non-Votes |
|
| George
Oliva |
|
17,737,418 |
|
|
459,764 |
|
|
5,338,424 |
|
| Brett
Moyer |
|
17,861,387 |
|
|
335,795 |
|
|
5,338,424 |
|
| Gene
Jones |
|
17,821,295 |
|
|
375,887 |
|
|
5,338,424 |
|
| Tod
Browndorf |
|
17,846,052 |
|
|
351,130 |
|
|
5,338,424 |
|
Proposal
No. 2: The appointment of Simon & Edward, LLP as the Company’s independent registered public accounting firm for the
fiscal year ending December 31, 2025 was ratified by the Company’s stockholders. The final voting results were as follows:
| For |
|
|
Against |
|
|
Abstain |
|
| |
23,050,640 |
|
|
|
105,492 |
|
|
|
379,474 |
|
Proposal
No. 3: The authorization of the Company’s board of directors (the “Board”) to amend the Company’s amended
and restated articles of incorporation, as amended (the “Articles of Incorporation”), to effect a reverse stock split of
the Common Stock at a ratio of between one-for-twenty and one-for-fifty (the “Reverse Stock Split”), with such ratio to be
determined at the sole discretion of the Board and such reverse stock split to be effectuated at such a rate and at such time and date
as determined by the Board of directors in its sole discretion and no later than June 30, 2026 was approved by the Company’s stockholders.
The final voting results were as follows:
| For |
|
|
Against |
|
|
Abstain |
|
| |
21,712,237 |
|
|
|
1,512,893 |
|
|
|
310,476 |
|
Proposal
No. 4: Approval of an amendment to the Articles of Incorporation to increase the number of authorized shares of Common Stock
from 100,000,000 to 500,000,000 was approved by the Company’s stockholders. The final voting results were as follows:
For |
|
|
Against |
|
|
Abstain |
|
| |
21,725,433 |
|
|
|
1,475,548 |
|
|
|
334,625 |
|
Item
8.01 Other Events.
On
December 11, 2025, the Company received a notification letter (the “Notice”) from the Listing Qualifications Department (the
“Staff”) of the Nasdaq Stock Market LLC (“Nasdaq”) regarding non-compliance with the minimum bid price rule under
Nasdaq Listing Rule 5550(a)(2) (the “Minimum Bid Price Rule”). As previously
disclosed, on June 12, 2025, the Staff notified the Company that the bid price of the Common Stock did not meet the minimum bid price
requirement of $1.00 per share over the course of 30 consecutive business days, and as a result, the Company had fallen out of compliance
with the Minimum Bid Price Rule. The Company was provided 180 calendar days, or until December 9, 2025, to regain compliance. Pursuant
to the Notice, the Staff has determined that the Company had not regained compliance by such deadline and is not eligible for a second
180-day extension because the Company does not currently meet the $5,000,000 minimum stockholders’ equity initial listing requirement.
The Notice provides that unless the Company requests an appeal of the determination to the Nasdaq Hearings Panel (the “Panel”)
by December 18, 2025, the Common Stock will be delisted from the Nasdaq Capital Market at the opening of business on December 22, 2025.
The
Company has already begun the process of addressing and remedying the bid price deficiency. The Company has appealed the
Staff’s delisting determination (the “Appeal”) by submitting a hearing request to the Panel, which will stay the
suspension of the Common Stock pending the Panel’s decision. The Company also plans to timely submit a plan to regain
compliance to the Panel. As disclosed in Item 5.07 of this Current Report on Form 8-K (this “Form 8-K”), the
Company’s stockholders have approved the proposed Reverse Stock Split and the Board intends to effect the Reverse Stock Split
as soon as practicable. Additionally, the Company believes that it has already received sufficient capital to evidence compliance
with the $2,500,000 minimum stockholders’ equity requirement for continued listing. As a result of the planned Reverse Stock Split
and timely filing the Appeal, the Company expects to regain full compliance with the Minimum Bid Price Rule in the coming weeks and
for its Common Stock to continue to trade on the Nasdaq Capital Market.
There
are no assurances that the Company will be able to regain or maintain compliance with the Minimum Bid Price Rule, Nasdaq’s stockholders’
equity requirements or any other listing standards of Nasdaq, that, as applicable, the Panel will grant the Company any extension of
time to regain compliance with any such listing requirements, or that any response to the Panel regarding the determination in the Notice
will be successful.
On December 17, 2025, the Company issued a press
release (the “Press Release”) announcing the results of the Annual Meeting, the receipt of the Notice, and its plan to remedy
the bid price deficiency. A copy of the Press Release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Forward-Looking
Statements
This
Form 8-K and Press Release contains 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
regain compliance with the Nasdaq continued listing standards. 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 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. There are a number of risks and uncertainties that could cause actual
results to differ materially from the forward-looking statements included in this Form 8-K and Press Release, including statements regarding the
Company’s ability to regain compliance with the Nasdaq continued listing standards, statements regarding the intention to
effect the Reverse Stock Split and the result of effectuating such Reverse Stock Split, 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.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
| Exhibit No. |
|
Name of Exhibit |
| 99.1 |
|
Press Release issued on December 17, 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 |
| |
|
Name: |
George Oliva |
| |
|
Title: |
Interim Chief Executive Officer and Chief Financial Officer |
Dated:
December 17, 2025
