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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): October 15, 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 8.01 Other Events.
On
October 15, 2025, RYVYL Inc. (the “Company”) issued a press release announcing that, after a direct investment
by RTB Digital, Inc. into the Company, the Company was notified by NASDAQ that it has achieved the required shareholder equity threshold,
thereby lifting the previous delisting risk. A copy of this press release is attached hereto as Exhibit 99.1 and incorporated herein
by reference.
Forward-Looking
Statements
This
Report contains “forward-looking statements” within the meaning of Section 21E of the Exchange Act, and the U.S. Private
Securities Litigation Reform Act of 1995. Forward-looking statements include all statements that are not purely historical regarding
the Company’s or its management’s intentions, beliefs, expectations and strategies for the future, including statements regarding
the Company’s regaining and maintaining compliance with Nasdaq listing standards. All forward-looking statements included in this
Report are made as of the date of this report, based on information currently available to the Company. The risks and uncertainties that
may cause actual results to differ materially from the Company’s current expectations are more fully described in the Company’s
Annual Report on Form 10-K for the year ended December 31, 2024, any subsequently filed Quarterly Reports on Form 10-Q, and its other
reports, each as filed with the SEC. Except as required by law, the Company assumes no obligation to update any such forward-looking
statement after the date of this report or to conform these forward-looking statements to actual results.
Item 9.01. Financial Statements and Exhibits.
(d)
Exhibits.
| Exhibit |
|
Description |
| 99.1 |
|
Press Release dated October 15, 2025* |
| 104 |
|
Cover Page Interactive File (the cover page tags are embedded within the Inline XBRL document)* |
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report on form 8-K to be signed on its
behalf by the undersigned hereunto duly authorized.
| Date:
October 16, 2025 |
|
| |
RYVYL, INC. |
| |
|
|
| |
By |
/S/
George Oliva |
| |
|
George
Oliva |
| |
|
Chief
Financial Officer |
