RYVYL (NASDAQ: RVYL) settles class action with 122,164 shares and put option

Rhea-AI Filing Summary

RYVYL Inc. disclosed that it has become obligated to issue 122,164 shares of its common stock as part of a court-approved settlement of a putative class action lawsuit. The settlement originally called for 700,000 shares, but a one-for-thirty-five reverse stock split led to an adjusted number of settlement shares designed to have a value of at least $700,000 as of the effective date.

The shares are being issued in reliance on the Section 3(a)(10) exemption from registration and serve as consideration to the plaintiffs. The company also granted a put option for the benefit of the settlement class, allowing the class’s counsel to sell the settlement shares back to RYVYL if the 10-day average closing price falls below the closing price on the issuance date, at a price reformulated under the settlement terms.

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Capital structure and securities law analyst

RYVYL settles a class action with stock, adding a contingent repurchase feature.

RYVYL Inc. is issuing 122,164 common shares as consideration in a court-approved settlement of a putative class action. The settlement was structured to deliver stock valued at no less than $700,000 as of the effective date, adjusted after a one-for-thirty-five reverse stock split. The issuance relies on the Section 3(a)(10) exemption, which allows securities to be issued without registration when a court approves the settlement terms.

A notable feature is the put option granted for the benefit of the settlement class. If the 10-day average closing price of the common stock falls below the closing price on the issuance date, class counsel may sell the settlement shares back to the company at a reformulated price. This creates a potential future cash obligation that depends on share price movements and the class’s decision to exercise the option, rather than an immediate cash outlay.

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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): January 2, 2026

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)		(I.R.S. Employer Identification No.)

3131 Camino Del Rio North, Suite 1400
San Diego, CA 92108

(Address of principal executive offices and zip code)

Registrant’s telephone number, including area code: (855) 201-1613

Check the appropriate box below if the Form 8-K 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 Exchange 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 3.02 Unregistered Sales of Equity Securities.

Pursuant to a previously disclosed stipulation and agreement of settlement, dated as of July 9, 2025, between RYVYL Inc. (the “Company”) and the other parties named therein (the “Settlement Agreement”) in connection with the putative class action lawsuit Case No. 3:23-cv-00185-GPC-SBC (the “Class Action”), on January 2, 2026, the Company became obligated to issue 122,164 shares (the “Settlement Shares”) of its common stock, par value $0.001 (the “Common Stock”). The Settlement Agreement required the Company to issue 700,000 Settlement Shares or, in the event of a reverse stock split prior to the Effective Date (as defined in the Settlement Agreement), a number of Settlement Shares such that the value of such shares equals no less than $700,000 as of the Effective Date. The Company effected a one-for-thirty-five (1-for-35) reverse stock split of its outstanding shares of Common Stock prior to the Effective Date (the “Reverse Split”). Pursuant to the order approving the Settlement Agreement by the United States District Court for the Southern District of California (the “Court Order”), the Company issued the Settlement Shares in consideration for settlement with the plaintiffs in the Class Action in reliance on the exemption from registration under Section 3(a)(10) of the Securities Act of 1933, as amended. Pursuant to the Settlement Agreement and Court Order, the Company also provided a put option for the benefit of the Settlement Class (as defined in the Settlement Agreement), exercisable by the Settlement Class counsel in its sole discretion, pursuant to which it may the sell the Settlement Shares back to the Company at a price being reformulated pursuant to the Settlement Agreement in light of the Reverse Split in the event that the 10-day average closing price of the Common Stock falls below the closing price on the date of the issuance of the Settlement Shares.

A copy of the Settlement Agreement is filed as Exhibit 99.1 to this Current Report on Form 8-K.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Name of Exhibit
99.1		Settlement Agreement, dated as of July 9, 2025.
104		Cover Page Interactive Data File (embedded within the inline XBRL document).

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	RYVYL Inc.
	By:	/s/ George Oliva
		Name:	George Oliva
		Title:	Interim Chief Executive Officer and Chief Financial Officer

Dated: January 8, 2026

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FAQ

What did RYVYL Inc. (RVYL) announce in this 8-K filing?

RYVYL Inc. reported that it became obligated to issue 122,164 shares of its common stock as settlement consideration in a court-approved putative class action settlement.

How many shares is RYVYL issuing for the class action settlement?

RYVYL is issuing 122,164 shares of common stock, described as the Settlement Shares, to the plaintiffs as part of the settlement.

Why was the original 700,000-share settlement amount adjusted for RYVYL (RVYL)?

The settlement originally required 700,000 Settlement Shares, but RYVYL completed a 1-for-35 reverse stock split, so the number of shares was adjusted to maintain a value of at least $700,000 as of the effective date.

Under what exemption is RYVYL issuing the settlement shares?

RYVYL is issuing the Settlement Shares in reliance on the Section 3(a)(10) exemption from registration under the Securities Act of 1933, following approval by the United States District Court for the Southern District of California.

What is the put option granted to the settlement class by RYVYL?

RYVYL granted a put option for the benefit of the settlement class, allowing class counsel, in its sole discretion, to sell the Settlement Shares back to RYVYL if the 10-day average closing price falls below the closing price on the issuance date, at a price reformulated under the settlement terms.

Where can investors find the full details of RYVYLs settlement agreement?

The full terms are contained in the Settlement Agreement dated July 9, 2025, which is filed as Exhibit 99.1 to this report.