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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): August 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) |
|
(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 Ben Errez as Executive Vice President
Effective
August 31, 2025 (the “Termination Date”), Ben Errez will retire as Executive Vice President of RYVYL Inc., a Nevada corporation
(the “Company”). On August 15, 2025, in connection with his reported retirement, the Company and Mr. Errez entered into a
Severance Benefits Offer and General Waiver and Release of Claims agreement (the “Severance Agreement”). Pursuant to the
Severance Agreement, Mr. Errez will receive a cash payment of $350,000, less applicable withholding amounts, within five business days
after the Termination Date, and all issued but unvested equity grants held by Mr. Errez will vest as of the Termination Date. The Severance
Agreement contains customary representations, warranties, and covenants. Additionally, the Company and Mr. Errez have agreed to release
each other from all claims that relate in any way to Mr. Errez’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. Errez
has covenanted that neither will file or cause to be filed, join, or encourage a lawsuit, between the Company and Mr. Errez.
In
addition, on August 15, 2025, the Company and Mr. Errez entered into an Advisory Services Agreement (the “Consulting Agreement”),
effective as of September 1, 2025, and continuing through February 28, 2026. Pursuant to the terms and conditions of the Consulting Agreement,
Mr. Errez 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. Errez 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. Errez
for preapproved out-of-pocket travel expenses incurred by Mr. Errez 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.
Errez’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
8.01. Other Events.
On
August 15, 2025, the Company issued a press release announcing Mr. Errez’s retirement from the Company. A copy of the press release
is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item
9.01. Financial Statements and Exhibits.
(d) Exhibits.
| 10.1 |
|
Severance Benefits Offer and General Waiver and Release of Claims Agreement, dated August 15, 2025, between the Company and Ben Errez |
| 99.1 |
|
Press Release, dated August 15, 2025. |
| 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: August 20, 2025 |
RYVYL Inc. |
| |
|
|
| |
By: |
/s/
Fredi Nisan |
| |
|
Name: |
Fredi Nisan |
| |
|
Title: |
Chief Executive Officer |
