[8-K] RYVYL Inc. Reports Material Event

Rhea-AI Filing Summary

RYVYL Inc. announced that Nasdaq notified the company it has achieved the required shareholders’ equity threshold, thereby lifting the previous delisting risk. The update followed a direct investment by RTB Digital, Inc. into the company.

The company disclosed the news under Other Events and furnished a press release as Exhibit 99.1 dated October 15, 2025.

Positive

• Nasdaq confirmed RYVYL met the shareholders’ equity threshold, lifting the prior delisting risk.

Negative

• None.

Insights

Capital markets and listing compliance analyst

Nasdaq compliance regained after equity increase; delisting risk lifted.

RYVYL reported that Nasdaq confirmed it met the shareholders’ equity requirement, which removes the prior delisting risk. The milestone occurred after a direct investment by RTB Digital, Inc., indicating an equity bolster sufficient for the listing standard.

This development addresses a key listing deficiency and stabilizes market access. While financial terms were not provided in the excerpt, the compliance confirmation reduces uncertainty tied to trading venue and liquidity.

The press release is dated October 15, 2025. Subsequent disclosures may detail any additional conditions or follow-on compliance checkpoints associated with ongoing Nasdaq standards.

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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)*

* Filed herewith

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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

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FAQ

What did RYVYL (RVYL) announce in its 8-K?

RYVYL announced Nasdaq notified the company it met the required shareholders’ equity threshold, lifting the previous delisting risk.

What event preceded RYVYL’s Nasdaq compliance update?

A direct investment by RTB Digital, Inc. into the company preceded the compliance notice.

Which Nasdaq standard was referenced for RYVYL (RVYL)?

The shareholders’ equity threshold required for continued listing was referenced.

When was the related press release issued by RYVYL?

The press release was dated October 15, 2025.

Where can I find the detailed announcement within the filing?

It appears under Item 8.01 (Other Events), with the press release furnished as Exhibit 99.1.