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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):
September 2, 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 8.01. Other Events.
RYVYL Inc. (the “Company”) will host
its 2025 Annual Meeting of Shareholders (“2025 Annual Meeting”) virtually on October 23, 2025. The Company’s Board of
Directors has set a record date of September 10, 2025, entitling shareholders of record as of such date to notice of and to vote at the
Annual Meeting. Because the Company is holding the 2025 Annual Meeting more than 30 days prior to the anniversary of last year’s
Annual Meeting of Shareholders, as provided in Rule 14a-8 of the Securities Exchange Act of 1934, as amended (Rule 14a-8), the Company
is hereby providing the date by which shareholder proposals must be received by the Company to be included in the proxy statement for
the 2025 Annual Meeting.
The Company will provide additional details regarding
the matters to be voted on and instructions for accessing the Annual Meeting in the Company’s proxy statement to be filed with the
Securities and Exchange Commission prior to the 2025 Annual Meeting.
Deadline for Rule 14a-8 Stockholder Proposals
To be considered for inclusion in proxy materials
for the 2025 Annual Meeting, stockholder proposals submitted pursuant to Rule 14a-8 and intended to be presented at the Annual Meeting
must be received by the Company at 3131 Camino Del Rio North, Suite 1400, San Diego, CA 92108 no later than the close of business on September
12, 2025. Any proposal received after such date will be considered untimely. All Rule 14a-8 proposals must be in compliance with applicable
laws and regulations in order to be considered for inclusion in the Company’s proxy materials for the 2025 Annual Meeting. The public
announcement of an adjournment or postponement of the date of the Annual Meeting will not commence a new time period (or extend any time
period) for submitting a proposal pursuant to Rule 14a-8.
Advance Notice Deadline for Director Nominations
To be considered for inclusion in proxy materials
for the 2025 Annual Meeting to bring nominations for directors, any such nominations must be received by the Company at the same address
provided above no later than the close of business on September 12, 2025. Any proposal received after such date will be considered untimely.
Further, to comply with the universal proxy rules,
stockholders who intend to solicit proxies in support of director nominees other than our nominees must provide notice that sets forth
the information required by Rule 14a-19 under the Exchange Act by September 12, 2025.
Item 9.01 Financial Statements and Exhibits.
| Exhibit No. |
|
Document |
| 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: September 2, 2025 |
RYVYL Inc. |
| |
|
|
| |
By: |
/s/ Fredi Nisan |
| |
|
Name: |
Fredi Nisan |
| |
|
Title: |
Chief Executive Officer |
