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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 1, 2025 (September 25, 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: (619) 631-8261
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
5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers
Resignation
of Fredi Nisan as Chief Executive Officer
Effective
October 31, 2025 (the “Termination Date”), Fredi Nisan will retire as Chief Executive Officer of RYVYL Inc., a Nevada corporation
(the “Company”). On September 25, 2025, in connection with his reported retirement, the Company and Mr. Nisan entered into
a Severance Benefits Offer and General Waiver and Release of Claims agreement (the “Severance Agreement”). Pursuant to the
Severance Agreement, Mr. Nisan will receive a cash payment of $350,000, less applicable withholding amounts, payable over a twelve month
period following the Termination Date, and all issued but unvested equity grants held by Mr. Nisan will vest as of the Termination Date.
The Severance Agreement contains customary representations, warranties, and covenants. Additionally, the Company and Mr. Nisan have agreed
to release each other from all claims that relate in any way to Mr. Nisan’s employment or separation from employment with the Company,
except for those types of claims specifically excluded under the terms of the Severance Agreement. Further, each of the Company and Mr.
Nisan has covenanted that neither will file or cause to be filed, join, or encourage a lawsuit, between the Company and Mr. Nisan.
In
addition, on September 25, 2025, the Company and Mr. Nisan entered into an Advisory Services Agreement (the “Consulting Agreement”),
effective as of November 1, 2025, and continuing through April 30, 2026. Pursuant to the terms and conditions of the Consulting Agreement,
Mr. Nisan will provide services relating to advising the Company on strategic investor partnerships, investment relationships, exploration
of M&A opportunities, corporate development, and such other revenue-generating advice and consulting as the Company may reasonably
request from time to time. In consideration for his consulting services and in recognition of the services, the Company has agreed to
pay Mr. Nisan a cash consulting fee equal to $10,000 per month, payable within five business days after the commencement of each calendar
month during the term of the Consulting Agreement. With prior written consent from the Company, the Company shall reimburse Mr. Nisan
for preapproved out-of-pocket travel expenses incurred by Mr. Nisan on behalf of Company.
The
foregoing description of the Severance Agreement is qualified in its entirety by reference to the full text of such agreement, a copy
of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
Mr.
Nisan’s departure is for personal reasons and is not the result of any disagreement with management or the Company’s Board
of Directors on any matter relating to the Company’s operations, policies or practices.
Resignation
of Forest Ralph as Director
On
September 26, 2025, Forest Ralph resigned as a Director of RYVYL Inc., a Nevada corporation (the “Company”). Mr. Ralph’s
departure is for personal reasons and is not the result of any disagreement with management or the Company’s Board of Directors
on any matter relating to the Company’s operations, policies or practices.
Item
9.01. Financial Statements and Exhibits.
| 10.1 |
|
Severance Benefits Offer and General Waiver and Release of Claims Agreement, dated September 25, 2025, between the Company and Fredi Nisan |
| 104 |
|
Cover Page Interactive Data File |
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: October 1, 2025 |
RYVYL Inc. |
| |
|
|
| |
By: |
/s/
Fredi Nisan |
| |
|
Name: |
Fredi Nisan |
| |
|
Title: |
Chief Executive Officer |
