false
0001419275
0001419275
2025-10-29
2025-10-29
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): October 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) |
|
(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.
On
October 29, 2025, RYVYL Inc. (the “Company”) announced it planned to cancel and reschedule its Annual Meeting of
Stockholders (the “Annual Meeting”) set for October 30, 2025. The Company intends to reschedule its 2025 Annual Meeting,
with a new record date of October 31, 2025 and a new meeting date of December 15, 2025. Proxy materials will be revised and made
available to all stockholders as of the new record date.
On
October 29, 2025, the Company issued a press release announcing the cancellation and rescheduling of the Annual Meeting. A copy of the
press release is furnished hereto as Exhibit 99.1 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 October 29, 2025. |
| |
|
|
| 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 |
| |
|
George Oliva |
| |
|
Chief Financial Officer |
Dated: October 29, 2025
