false
0001419275
0001419275
2025-08-29
2025-08-29
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): August 29, 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 Chairman and Director
Effective
August 31, 2025, Ben Errez will retire as Chairman and as a Director of RYVYL Inc., a Nevada corporation (the “Company”).
As previously disclosed, on August 15, 2025, Mr. Errez announced his resignation as Executive Vice President of the Company effective
August 31, 2025.
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 29, 2025, the Company issued a press release announcing Mr. Errez’s retirement from 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.
(d)
Exhibits.
| 99.1 |
|
Press Release, dated August 29, 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 29, 2025 |
RYVYL Inc. |
| |
|
|
| |
By: |
/s/
Fredi Nisan |
| |
|
Name: |
Fredi Nisan |
| |
|
Title: |
Chief Executive Officer |
