false
0001419275
0001419275
2025-08-31
2025-08-31
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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 5, 2025 (August 31, 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 Genevieve Baer and Ezra Laniado as Directors
On
August 31, 2025 (the “Termination Date”), independent directors Genevieve Baer and Ezra Laniado resigned from the Board of
Directors of RYVYL Inc., a Nevada corporation (the “Company”). On September 1, 2025 the Company entered into Advisory Services
Agreements (the “Consulting Agreements”) with each of Mr Laniado and Ms. Baer, and continuing through August 30, 2026. Pursuant
to the terms and conditions of the Consulting Agreements, each of Mr Laniado and Ms. Baer 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
their consulting services and in recognition of the services, the Company has agreed to pay each of Mr Laniado and Ms. Baer a cash consulting
fee equal to $99,000 per annum. With prior written consent from the Company, the Company shall reimburse each of Mr Laniado and Ms. Baer
for preapproved out-of-pocket travel expenses incurred by Mr Laniado and Ms. Baer on behalf of Company. Either party may terminate the
Consulting Agreement upon ninety (90) days prior written notice, provided however such notice shall not be issued within the first thirty
days following September 1, 2025.
Mr
Laniado’s and Ms. Baer’s departures are for personal reasons and are not the result of any disagreements with management
or the Company’s Board of Directors on any matter relating to the Company’s operations, policies or practices.
Appointment
of George Oliva and Gene Jones as Directors
On
September 1, 2025, the Board appointed each of George Oliva and Gene Jones as a director of the Company to fill the vacancies created
by Mr. Laniado’s and Ms. Baer’s resignations. Mr. Oliva and Mr. Jones will serve until the date of the Company’s 2025
Annual Meeting of Shareholders and until their successors are duly elected and qualified.
A
brief description of the qualifications and experiences of each of Mr. Oliva and Mr. Jones are set forth below:
Mr.
Oliva has served as RYVYL’s CFO since October 2023. He has over 30 years of experience as a senior finance professional, with a
background in corporate finance, treasury, financial planning and analysis, international tax, and strategic planning. Prior to joining
RYVYL, he was Chief Financial Officer and Corporate Secretary for WiSA Technologies, Inc. since 2019. He was also a partner with Hardesty
LLC, a national executive services firm, through which he provided financial consulting services to public and private companies nationwide.
As Interim Chief Financial Officer of SpineEx, Inc., a California-based medical equipment manufacturer, Mr. Oliva was responsible for
managing the company’s financial, human resources and information technology departments. Prior to that, he served as Vice President
of Finance of GameWorks, a family entertainment chain, where he developed a plan to restructure the company’s business in connection
with an acquisition by a lender. He also served as controller for Eva Automation, an audio company, where he implemented purchase accounting
in connection with a $180 million acquisition. Mr. Oliva began his career in auditing with Arthur Andersen & Co. He earned a degree
in Business Administration from the University of California, Berkeley with a dual emphasis in Accounting and Finance
Mr.
Oliva has no family relationships with any of the Company’s directors or executive officers, and he is not a party to, and does
not have any direct or indirect material interest in, any transaction requiring disclosure under Item 404(a) of Regulation S-K. There
are no arrangements or understandings between Mr. Oliva and any other persons pursuant to which he was selected as a director.
Mr.
Jones previously served as RYVYL’s Interim CFO and SEC Project Advisor from March 2023 to October 2023, and collaborated with the
RYVYL team to complete the 2021 and 2022 financial restatements and subsequent compliance filings. He is a partner at SeatonHill Partners,
LP, a firm specializing in CFO services and project-based financial leadership. With over 35 years of experience in various executive
roles, including Chief Financial Officer, Chief Operating Officer, Corporate Treasurer, and Controller, Mr. Jones has contributed to
both public and private equity companies, as well as venture-funded startups. He possesses a substantial history of assisting organizations
of varying sizes in areas such as financial management, information technology, human resources, risk management, and technology services.
His expertise extends across several key sectors, including technology services, manufacturing and distribution, retail, restaurants,
legal and engineering firms, litigation support services, and physician practice management. His primary areas of focus involve organizations
undergoing transitions, particularly those facing leadership changes or requiring process remediation, as well as entities in need of
emergency funding or engaged in fraud detection and investigation. Mr. Jones’s extensive background includes a decade with KPMG,
where he oversaw several hundred engagements, executed over 40 mergers and acquisitions, and led the sales process for six different
private equity firms. He earned an MBA from Indiana University and a Bachelor of Science in Accounting from St. Joseph’s College.
He is a licensed Certified Public Accountant in Texas.
There
is no arrangement or understanding between Mr. Jones and any other person pursuant to which he was selected to serve as a director. Mr.
Jones does not have any family relationships with any of the Company’s executive officers or directors, and does not have any direct
or indirect material interest in any transaction or proposed transaction required to be reported under Item 404(a) of Regulation S-K.
Item
8.01. Other Events.
On
September 5, 2025, the Company issued a press release announcing Mr. Laniado’s and Ms. Baer’s resignations, and Mr. Oliva’s
and Mr. Jones’ appointments to the Board of 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.
| 99.1 |
|
Press Release, dated September 5, 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: September 5, 2025 |
RYVYL Inc. |
| |
|
|
| |
By: |
/s/
Fredi Nisan |
| |
|
Name: |
Fredi Nisan |
| |
|
Title: |
Chief Executive Officer |
