false
0001419275
0001419275
2025-04-27
2025-04-27
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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): April 27, 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) |
|
(IRS
Employer
Identification No.) |
3131
Camino Del Rio North, Suite 1400
San Diego, CA 92108
(Address
of principal executive offices, including zip code)
Registrant’s
telephone number, including area code: (855) 201-1613
Not
Applicable
(Former
name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K filing 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 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
8.01. Other Events.
Last
July 2025, RYVYL Inc. (the “Company”) disclosed a settlement with the SEC, whereby it consented to an agreed judgment that
includes no monetary penalty and no admission of wrong-doing. The Company is pleased to announce that the SEC has approved the terms
of the 2025 settlement, which resolves all potential legal claims by the SEC. The complaint and related materials filed by the SEC today
memorialize that resolution (SEC v. RYVYL Inc., et al., Case No. 3-26-cv-02672-WQH-MMP (S.D. Cal.). See attached agreement.
To be clear, the SEC’s complaint does not contain any new or unresolved claims against the Company; it is the memorialization of
an already resolved matter. The final step in closing the matter is for the District Court to endorse the filed agreed judgment, which
the Company expects to occur shortly.
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, including statements regarding the Company’s ability to regain compliance
with the Nasdaq continued listing standards, consummating the acquisition of RTB Digital, Inc., being able to integrate the acquired
business and continue to operate the acquired business in a successful manner, 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, 2025 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 |
|
Consent and final judgment |
| 104 |
|
Cover
Page Interactive Data File (embedded within the inline XBRL document). |
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
| Dated:
April 29, 2026 |
RYVYL
Inc. |
| |
|
|
| |
By: |
/s/
George Oliva |
| |
|
Name:
|
George
Oliva |
| |
|
Title:
|
Interim
Chief Executive Officer and Chief Financial Officer |
2
Exhibit 99.1
UNITED STATES DISTRICT COURT
SOUTHERN
DISTRICT OF CALIFORNIA
| |
|
|
| SECURITIES AND EXCHANGE COMMISSION, |
|
|
| |
|
|
| Plaintiff, |
|
|
| |
|
Case No. |
| v. |
|
|
| |
|
|
| RYVYL, INC., FREDI NISAN, BENZION ERREZ, |
|
|
| |
|
|
| Defendants. |
|
|
| |
|
|
CONSENT OF DEFENDANT RYVYL, INC.
1. Defendant
Ryvyl, Inc. (“Defendant”) waives service of a summons and the complaint in this action, enters a general appearance, and admits
the Court’s jurisdiction over Defendant and over the subject matter of this action.
2. Without
admitting or denying the allegations of the complaint (except as provided herein in paragraph 10 and except as to personal and subject
matter jurisdiction, which Defendant admits), Defendant hereby consents to the entry of the final Judgment in the form attached hereto
(the “Final Judgment”) and incorporated by reference herein, which, among other things: permanently restrains and enjoins
Defendant from violation of Section 10(b) of the Securities Exchange Act of 1934 (the “Exchange Act”) [15 U.S.C. § 78j(b)]
and Rule 10b-5 promulgated thereunder [17 C.F.R. § 240.10b-5], Section 17(a) of the Securities Act of 1933 (the “Securities
Act”) [15 U.S.C. § 77q(a)], and Section 13(a) of the Exchange Act [15 U.S.C. § 78m(a)] and Rules 12b-20, 13a-1, 13a-11,
and 13a-13 [17 C.F.R. §§ 240.12b-20, 240.13a-1, 240.13a-11, 240.13a-13] promulgated thereunder.
3. Defendant
waives the entry of findings of fact and conclusions of law pursuant to Rule 52 of the Federal Rules of Civil Procedure.
4. Defendant
waives the right, if any, to a jury trial and to appeal from the entry of the Final Judgment.
5. Defendant
enters into this Consent voluntarily and represents that no threats, offers, promises, or inducements of any kind have been made by the
Commission or any member, officer, employee, agent, or representative of the Commission to induce Defendant to enter into this Consent.
6. Defendant
agrees that this Consent shall be incorporated into the Final Judgment with the same force and effect as if fully set forth therein.
7. Defendant
will not oppose the enforcement of the Final Judgment on the ground, if any exists, that it fails to comply with Rule 65(d) of the Federal
Rules of Civil Procedure, and hereby waives any objection based thereon.
8. Defendant
waives service of the Final Judgment and agrees that entry of the Final Judgment by the Court and filing with the Clerk of the Court will
constitute notice to Defendant of its terms and conditions. Defendant further agrees to provide counsel for the Commission, within thirty
days after the Final Judgment is filed with the Clerk of the Court, with an affidavit or declaration stating that Defendant has received
and read a copy of the Final Judgment.
9. Consistent
with 17 C.F.R. 202.5(f), this Consent resolves only the claims asserted against Defendant in this civil proceeding. Defendant
acknowledges that no promise or representation has been made by the Commission or any member, officer, employee, agent, or
representative of the Commission with regard to any criminal liability that may have arisen or may arise from the facts underlying
this action or immunity from any such criminal liability. Defendant waives any claim of Double Jeopardy based upon the settlement of
this proceeding, including the imposition of any remedy or civil penalty herein. Defendant further acknowledges that the
Court’s entry of a permanent injunction may have collateral consequences under federal or state law and the rules and
regulations of self-regulatory organizations, licensing boards, and other regulatory organizations. Such collateral consequences
include, but are not limited to, a statutory disqualification with respect to membership or participation in, or association with a
member of, a self-regulatory organization. This statutory disqualification has consequences that are separate from any sanction
imposed in an administrative proceeding. In addition, in any disciplinary proceeding before the Commission based on the entry of the
injunction in this action, Defendant understands that it shall not be permitted to contest the factual allegations of the complaint
in this action.
10.
Defendant understands and agrees to comply with the terms of 17 C.F.R. § 202.5(e), which provides in part that it is the
Commission’s policy “not to permit a defendant or respondent to consent to a judgment or order that imposes a sanction
while denying the allegations in the complaint or order for proceedings,” and “a refusal to admit the allegations is
equivalent to a denial, unless the defendant or respondent states that he neither admits nor denies the allegations.” As part
of Defendant’s agreement to comply with the terms of Section 202.5(e), Defendant: (i) will not take any action or make or
permit to be made any public statement denying, directly or indirectly, any allegation in the complaint or creating the impression
that the complaint is without factual basis; (ii) will not make or permit to be made any public statement to the effect that
Defendant does not admit the allegations of the complaint, or that this Consent contains no admission of the allegations, without
also stating that Defendant does not deny the allegations; and (iii) upon the filing of this Consent, Defendant hereby withdraws any
papers filed in this action to the extent that they deny any allegation in the complaint. If Defendant breaches this agreement, the
Commission may petition the Court to vacate the Final Judgment and restore this action to its active docket. Nothing in this
paragraph affects Defendant’s: (i) testimonial obligations; or (ii) right to take legal or factual positions in litigation or
other legal proceedings in which the Commission is not a party.
11. Defendant
hereby waives any rights under the Equal Access to Justice Act, the Small Business Regulatory Enforcement Fairness Act of 1996, or any
other provision of law to seek from the United States, or any agency, or any official of the United States acting in his or her official
capacity, directly or indirectly, reimbursement of attorney’s fees or other fees, expenses, or costs expended by Defendant to defend
against this action. For these purposes, Defendant agrees that Defendant is not the prevailing party in this action since the parties
have reached a good faith settlement.
12. Defendant
agrees that the Commission may present the Final Judgment to the Court for signature and entry without further notice.
13. Defendant
agrees that this Court shall retain jurisdiction over this matter for the purpose of enforcing the terms of the Final Judgment.
| | Ryvyl, Inc. |
| | |
|
| | By: |
|
| | Name: |
|
| | Title: |
|
| | Address: |
On , 2025, , a
person known to me, personally appeared before me and acknowledged executing the foregoing Consent with full authority to do so on behalf
of as its .
| |
|
| |
Notary Public |
| |
Commission expires: |
| Approved as to form: |
|
| |
|
| |
|
| Attorney for Defendant |
|
UNITED STATES DISTRICT
COURT
SOUTHERN DISTRICT OF CALIFORNIA
| |
|
|
| SECURITIES AND EXCHANGE COMMISSION, |
|
|
| |
|
|
| Plaintiff, |
|
|
| |
|
Case No. |
| v. |
|
|
| |
|
|
| RYVYL, INC., FREDI NISAN, and BENZION ERREZ, |
|
|
| |
|
|
| Defendants. |
|
|
| |
|
|
FINAL JUDGMENT AS TO DEFENDANT
RYVYL, INC.
The Securities and Exchange Commission
having filed a Complaint and Defendant Ryvyl, Inc. having entered a general appearance; consented to the Court’s jurisdiction over
Defendant and the subject matter of this action; consented to entry of this Final Judgment without admitting or denying the allegations
of the Complaint (except as to jurisdiction); waived findings of fact and conclusions of law; and waived any right to appeal from this
Final Judgment:
I.
IT
IS HEREBY ORDERED, ADJUDGED, AND DECREED that Defendant is permanently restrained and enjoined from violating, directly or
indirectly, Section 10(b) of the Securities Exchange Act of 1934 (the “Exchange Act”) [15 U.S.C. § 78j(b)] and Rule
10b-5 promulgated thereunder [17 C.F.R. § 240.10b-5], by using any means or instrumentality of interstate commerce, or of the
mails, or of any facility of any national securities exchange, in connection with the purchase or sale of any security:
| (a) | to employ any device, scheme, or artifice to defraud; |
| (b) | to make any untrue statement of a material fact or to omit to state a material fact necessary in order to make the statements made,
in the light of the circumstances under which they were made, not misleading; or |
| (c) | to engage in any act, practice, or course of business which operates or would operate as a fraud or deceit upon any person, by directly
or indirectly (i) creating a false appearance or otherwise deceiving any person, or (ii) disseminating false or misleading documents,
materials, or information or making, either orally or in writing, any false or misleading statement in any communication with any investor
or prospective investor, about: |
| (A) | any investment in or offering of securities, |
| (B) | the registration status of such offering or of such securities, |
| (C) | the prospects for success of any product or company, |
| (D) | the use of investor funds; or |
| (E) | the misappropriation of investor funds or investment proceeds. |
IT
IS FURTHER ORDERED, ADJUDGED, AND DECREED that, as provided in Federal Rule of Civil Procedure 65(d)(2), the foregoing paragraph
also binds the following who receive actual notice of this Final Judgment by personal service or otherwise: (a) Defendant’s
officers, agents, servants, employees, and attorneys; and (b) other persons in active concert or participation with Defendant or
with anyone described in (a).
II.
IT
IS HEREBY FURTHER ORDERED, ADJUDGED, AND DECREED that Defendant is permanently restrained and enjoined from violating Section 17(a)
of the Securities Act of 1933 (the “Securities Act”) [15 U.S.C. § 77q(a)] in the offer or sale of any security by
the use of any means or instruments of transportation or communication in interstate commerce or by use of the mails, directly or
indirectly:
| (a) | to employ any device, scheme, or artifice to defraud; |
| (b) | to obtain money or property by means of any untrue statement
of a material fact or any omission of a material fact necessary in order to make the statements made, in light of the circumstances under
which they were made, not misleading; or |
| (c) | to engage in any transaction, practice, or course of business
which operates or would operate as a fraud or deceit upon the purchaser. |
IT
IS FURTHER ORDERED, ADJUDGED, AND DECREED that, as provided in Federal Rule of Civil Procedure 65(d)(2), the foregoing paragraph
also binds the following who receive actual notice of this Final Judgment by personal service or otherwise: (a) Defendant’s
officers, agents, servants, employees, and attorneys; and (b) other persons in active concert or participation with Defendant or
with anyone described in (a).
III.
IT
IS HEREBY FURTHER ORDERED, ADJUDGED, AND DECREED that Defendant is permanently restrained and enjoined from violating Section 13(a)
of the Exchange Act [15 U.S.C. § 78m(a)] and Rules 12b-20, 13a-1, 13a-11, and 13a-13 [17 C.F.R. §§ 240.12b-20,
240.13a-1, 240.13a-11, 240.13a-13] promulgated thereunder by making false or misleading statements within filings made with the
SEC.
IT
IS FURTHER ORDERED, ADJUDGED, AND DECREED that, as provided in Federal Rule of Civil Procedure 65(d)(2), the foregoing paragraph
also binds the following who receive actual notice of this Final Judgment by personal service or otherwise: (a) Defendant’s
officers, agents, servants, employees, and attorneys; and (b) other persons in active concert or participation with Defendant or
with anyone described in (a).
IV.
IT IS FURTHER ORDERED, ADJUDGED, AND
DECREED that this Court shall retain jurisdiction of this matter for the purposes of enforcing the terms of this Final Judgment.
Dated: ,
| |
|
| |
UNITED STATES DISTRICT JUDGE |
3
