false
0001419275
0001419275
2026-01-16
2026-01-16
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):
January 16, 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 8.01 Other Events.
As previously disclosed, on June 12, 2025, the
Company received a notification letter from the Listing Qualifications Department (the “Staff”) of The Nasdaq Stock Market
LLC (“Nasdaq”) regarding non-compliance with the minimum bid price rule under Nasdaq Listing Rule 5550(a)(2) (the “Minimum
Bid Price Rule”). The Company was permitted to request an appeal of such determination to the Nasdaq Hearings Panel (the “Panel”)
by December 18, 2025 in order to prevent delisting from the Nasdaq Capital Market. The Company appealed the Staff’s delisting determination
by submitting a hearing request to the Panel and was granted a hearing before the Panel that was scheduled to take place on January 22,
2026 (the “Hearing”).
On January 16, 2026, the Company received a
notification letter from the Staff informing the Company that it had regained compliance with the Minimum Bid Price Rule, and that
the Company is therefore in compliance with the Nasdaq listing requirements. Consequently, the Hearing before the Panel has been
cancelled and Nasdaq has determined that the matter is now closed. The Company’s common stock will continue to be listed and
traded on the Nasdaq Capital Market provided it continues to comply with all applicable Nasdaq listing requirements.
On January 20, 2026, the Company issued a press
release (the “Press Release”) announcing that it has regained compliance with the Minimum Bid Price Rule. A copy of the Press
Release is attached 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
| Exhibit No. |
|
Name of Exhibit |
| 99.1 |
|
Press Release issued on January 20, 2026. |
| 104 |
|
Cover Page Interactive Data File (embedded within the inline XBRL document). |
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 20, 2026