RYVYL (NASDAQ: RVYL) discloses Nasdaq independence shortfall, plans new directors

Rhea-AI Filing Summary

RYVYL Inc. reported that its board and audit committee no longer meet Nasdaq’s independence requirements and that it has notified the Nasdaq Continued Listing Center. The board currently has four members, only two of whom are independent directors; the company needs one more independent director to restore a majority-independent board under Nasdaq Listing Rule 5605(b)(1).

RYVYL plans to appoint an additional independent director as soon as practicable, which would bring the board to five members, three of them independent. Its audit committee is currently composed of a single independent member who is also an audit committee financial expert. To regain compliance with Nasdaq Listing Rule 5605(c)(2)(A), the company intends to add two more independent audit committee members, with a third member targeted to be in place no later than February 27, 2026, which is 180 days after the audit committee became noncompliant.

Positive

• None.

Negative

• Noncompliance with Nasdaq governance rules: RYVYL currently fails to meet both the majority‑independent board and three‑member independent audit committee requirements, creating a disclosed risk to its continued Nasdaq listing status.

Insights

Capital markets and governance analyst

RYVYL faces Nasdaq governance noncompliance but outlines a staged fix.

RYVYL Inc. has disclosed that it no longer satisfies Nasdaq’s majority‑independent board and audit committee composition rules. The board is split between two independent and two non‑independent directors, falling short of the requirement that independent directors form a majority. The audit committee now has only one member, albeit one designated as an audit committee financial expert, below Nasdaq’s minimum of three independent members.

The company plans to appoint an additional independent director to the board and audit committee as soon as practicable, which would restore a majority‑independent board and create a two‑member audit committee. It also plans to add a third independent audit committee member no later than February 27, 2026, 180 days after noncompliance began on August 31, 2025. The disclosed timeline indicates an intent to regain compliance, but until all appointments are completed, the company remains exposed to continued listing risk under Nasdaq rules.

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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 17, 2025 (September 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 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

On September 15, 2025, the Company provided notice to the Nasdaq Continued Listing Center that the Company is not currently in compliance with Nasdaq Listing Rule 5605(b)(1) (the “Majority Independent Board Requirement”) and Nasdaq Listing Rule 5605(c)(2)(A) (the “Audit Committee Composition Requirement”).

The Company’s Board of Directors (“Board”) is currently comprised of two directors who are independent, Brett Moyer and Gene Jones, and two directors who are not independent, Fredi Nisan and George Oliva. One additional director, who satisfies Nasdaq’s independence requirements, is required for the Company to regain compliance with the Majority Independent Board Requirement. The Company plans to appoint an additional director, as soon as practically possible, who satisfies Nasdaq’s independence requirements as a director, to fill one of three vacancies currently existing on the Board. At the time of such appointment, the Board will be comprised of five directors, three of whom will be independent directors and, thereafter, the Board will be comprised of a majority of independent directors and the Company believes that it will have regained compliance with the Majority Independent Board Requirement.

Additionally, Brett Moyer is currently the only member of the Company’s Audit Committee and is also deemed to be an audit committee financial expert. To regain compliance with the Audit Committee Composition Requirement, two additional members, who each satisfy Nasdaq’s independence requirements for audit committee members, must be appointed to the Audit Committee. The new director to be appointed will satisfy Nasdaq’s independence requirements to serve on the Audit Committee and will be appointed thereto. Upon such appointment the Audit Committee will be comprised of two members who satisfy Nasdaq’s audit committee rules. The Company plans to add an additional independent director who satisfies Nasdaq’s requirement of independence no later than February 27, 2026, which is 180 days after August 31, 2025, the date that the composition of the Audit Committee became noncompliant. Upon the appointment of the third member to the Audit Committee, the Company believes that that it will have regained compliance with the Audit Committee Composition Requirement.

Forward-Looking Statements

This Current Report, including any exhibits attached herein, may contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Such forward-looking statements are characterized by future or conditional verbs such as “may,” “will,” “expect,” “intend,” “anticipate,” “believe,” “estimate” and “continue” or similar words, including statements regarding the Company’s ability to regain compliance with the Majority Independent Board Requirement or the Audit Committee Composition Requirement. You should read statements that contain these words carefully because they discuss future expectations and plans, which contain projections of future results of operations or financial condition or state other forward-looking information. Such statements are only predictions and the Company’s actual results may differ materially from those anticipated in these forward-looking statements. Such forward-looking statements are subject to risks and uncertainties, many of which are beyond the Company’s control, which could cause the Company’s actual results to differ materially from those expressed in or implied by these statements.

There may be events in the future that the Company is not able to accurately predict or control. Factors that may cause such differences include, but are not limited to, those discussed under risk factors in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 and other filings filed with the SEC (including its Current Reports on Form 8-K and Quarterly Reports on Form 10-Q), including the risk that the Company may not meet the Majority Independent Board Requirement or the Audit Committee Composition Requirement in the required timeframe or, in the future, the risk that the Company may not otherwise meet the requirements for continued listing under the Nasdaq Listing Rules, the risk that Nasdaq may not grant the Company relief from delisting if necessary, and the risk that the Company may not ultimately meet applicable Nasdaq requirements. Forward-looking statements speak only as of the date they are made. The Company does not assume any obligation to update forward-looking statements as circumstances change. The Company gives no assurance that it will achieve its expectations.

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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 17, 2025	RYVYL Inc.
	By:	/s/ Fredi Nisan
		Name:	Fredi Nisan
		Title:	Chief Executive Officer

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FAQ

What Nasdaq rules is RYVYL Inc. (RVYL) currently not complying with?

RYVYL Inc. reported that it is not in compliance with Nasdaq Listing Rule 5605(b)(1), the Majority Independent Board Requirement, and Nasdaq Listing Rule 5605(c)(2)(A), the Audit Committee Composition Requirement.

How is RYVYL Inc.'s board currently composed?

RYVYL’s board currently has four directors: two independent directors (Brett Moyer and Gene Jones) and two non‑independent directors (Fredi Nisan and George Oliva). The company states it needs one more independent director to restore a majority‑independent board.

What are RYVYL Inc.'s plans to regain compliance with Nasdaq's board independence rule?

RYVYL plans to appoint an additional director who meets Nasdaq’s independence standards as soon as practically possible to fill one of three existing board vacancies. After this appointment, the board would have five members, three of whom are independent, which the company believes will restore compliance with the Majority Independent Board Requirement.

What is the current status of RYVYL Inc.'s audit committee and how will it change?

RYVYL’s audit committee currently has one member, Brett Moyer, who is also designated an audit committee financial expert. The company plans to appoint the new independent director to the audit committee, creating a two‑member committee, and to add a third independent audit committee member no later than February 27, 2026 to meet Nasdaq’s three‑member requirement.

Why is February 27, 2026 important for RYVYL Inc.'s Nasdaq compliance?

RYVYL states it plans to add a third independent audit committee member no later than February 27, 2026, which is 180 days after August 31, 2025, the date when its audit committee composition became noncompliant. The company believes that having three independent members by that date will restore compliance with Nasdaq’s Audit Committee Composition Requirement.

Has Nasdaq issued a delisting notice to RYVYL Inc. in this disclosure?

The disclosure states that on September 15, 2025 RYVYL provided notice to the Nasdaq Continued Listing Center about its noncompliance. It discusses risks related to continued listing but does not state that Nasdaq has issued a delisting determination in this content.