RYVYL outlines Nasdaq equity breach and RTB merger plan

RYVYL Inc. has received a Nasdaq notice that its common stock no longer meets the Nasdaq Capital Market’s minimum stockholders’ equity requirement of $2.5 million, creating a risk of delisting.

Filing Impact

(High)

Filing Sentiment

(Neutral)How Sentiment works

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Form Type

8-K

Rhea-AI Filing Summary

RYVYL Inc. has received a Nasdaq notice that its common stock no longer meets the Nasdaq Capital Market’s minimum stockholders’ equity requirement of $2.5 million, creating a risk of delisting. The company has appealed to the Nasdaq Hearings Panel, which keeps its shares trading while a decision is pending.

RYVYL’s stockholders have approved a merger with RTB Digital, Inc., and the company expects the combined entity to have more than $20 million in stockholders’ equity, which would satisfy Nasdaq’s continued listing standards. Management believes the merger will close before the appeal hearing and views completion of the merger as its plan to regain full compliance.

Positive

None.

Negative

Nasdaq non‑compliance and delisting risk: RYVYL received a Nasdaq notice that its stockholders’ equity is below the $2.5 million minimum for the Nasdaq Capital Market, and its common stock is subject to potential delisting absent a successful appeal or completion of the RTB merger.

Insights

Nasdaq equity shortfall raises delisting risk, with merger as planned remedy.

RYVYL Inc. has fallen below Nasdaq Capital Market’s $2.5 million minimum stockholders’ equity requirement, triggering a formal non‑compliance notice and potential delisting. This directly affects trading venue quality and signals balance sheet weakness until resolved.

The company has appealed to the Nasdaq Hearings Panel, which keeps the stock trading while a decision is pending. Management is relying on the RTB Digital merger to bring combined equity above $20 million, restoring compliance, but this outcome depends on actually closing the transaction.

RYVYL notes that completion of the merger is the core element of its compliance plan. Execution and integration risks remain, and forward‑looking statements stress that actual results could differ materially from expectations because of factors described in its Form 10‑K for the year ended December 31, 2025 and other SEC filings.

8-K Event Classification

2 items: 3.01, 9.01

2 items

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing Securities

The company received a delisting notice, failed to satisfy a continued-listing rule or standard, or transferred its listing.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Minimum equity requirement: $2.5 million stockholders’ equity Expected post‑merger equity: More than $20 million stockholders’ equity

2 metrics

Minimum equity requirement $2.5 million stockholders’ equity Nasdaq Capital Market continued listing threshold under Rule 5550(b)(1)

Expected post‑merger equity More than $20 million stockholders’ equity Projected equity of combined RYVYL and RTB Digital after merger

Key Terms

minimum stockholders’ equity requirement, Nasdaq Capital Market, Nasdaq Hearings Panel, forward-looking statements

4 terms

minimum stockholders’ equity requirement financial

"non-compliance of the minimum stockholders’ equity requirement of $2.5 Million"

Nasdaq Capital Market financial

"for continued listing on Nasdaq Capital Market under Rule 5550(b)(1)"

The Nasdaq Capital Market is a platform where smaller, emerging companies can list their shares for trading by investors. It provides these companies with access to funding and visibility, helping them grow, much like a local marketplace where new vendors can introduce their products to potential customers. For investors, it offers opportunities to discover early-stage companies with growth potential.

Nasdaq Hearings Panel regulatory

"request an appeal of the determination to the Nasdaq Hearings Panel"

A Nasdaq hearings panel is a group of experts that reviews cases when a company's stock listing is at risk of being removed from the exchange. They evaluate whether the company has met certain standards and determine if it can keep trading on Nasdaq. This process matters to investors because it can affect a company's ability to raise money and maintain credibility in the market.

forward-looking statements regulatory

"contains forward-looking statements within the meaning of Section 27A of the Securities Act"

Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What Nasdaq issue did RYVYL Inc. (RVYL) disclose in this 8-K?

RYVYL disclosed that Nasdaq notified it of non-compliance with the Nasdaq Capital Market’s minimum stockholders’ equity requirement of $2.5 million. Without corrective action, this deficiency could lead to delisting of its common stock from the Nasdaq Capital Market trading venue.

How is RYVYL Inc. planning to regain Nasdaq equity compliance?

RYVYL plans to regain compliance primarily by completing its merger with RTB Digital, Inc., which is expected to give the combined company more than $20 million in stockholders’ equity. Management views closing this merger as the core of its plan presented to the Nasdaq Hearings Panel.

What immediate risk does RYVYL face regarding its Nasdaq listing?

The company faces potential delisting from the Nasdaq Capital Market because its stockholders’ equity is below the $2.5 million minimum. A Nasdaq notice set a timetable around an appeal process, making the outcome dependent on both the appeal and completion of the RTB merger.

What role does the Nasdaq Hearings Panel play for RYVYL Inc.?

RYVYL has requested an appeal hearing before the Nasdaq Hearings Panel regarding its equity deficiency. Filing this appeal stays any suspension or delisting of the common stock while the Panel reviews the case, giving time for the RTB Digital merger to potentially cure the deficiency.

How much equity does RYVYL expect after merging with RTB Digital, Inc.?

RYVYL and RTB Digital expect the post‑merger company to have more than $20 million in stockholders’ equity due to RTB’s additive equity. That level would exceed Nasdaq’s $2.5 million minimum stockholders’ equity requirement for continued listing on the Nasdaq Capital Market.

What forward-looking risks does RYVYL highlight about regaining compliance?

RYVYL warns that forward-looking statements about regaining Nasdaq compliance involve risks and uncertainties. These include successfully consummating the RTB Digital acquisition, integrating the acquired business, and other risk factors described in its Form 10‑K for the year ended December 31, 2025 and other SEC reports.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 04/29/2026 - 05:21 PM

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): April 8, 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: (855) 201-1613

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

As previously announced, the stockholders of RYVYL Inc., a Nevada corporation (the “Company”), approved the proposed merger with RTB Digital, Inc. (“RTB”), at a special meeting of stockholders held on April 1, 2026. Upon the closure of the merger, the post-merger company will have more than $20 Million in shareholder equity resulting from RTB’s additive stockholders’ equity. Therefore, the Company will be in compliance with the minimum stockholders’ equity requirement for continued listing and for its Common Stock to continue to trade on the Nasdaq Capital Market.

As the Company awaits NASDAQ’s approval of the continued listing, which is the final condition to closing the merger, the Company will remain out of shareholders’ equity compliance, while the Company waits for RTB’s merged shareholder equity contribution. In the meantime, Nasdaq will continue to give notice of technical non-compliance, until the merger.

On April 23, 2026, the Company received written notice (“Notice”) regarding non-compliance of the minimum stockholders’ equity requirement of $2.5 Million for continued listing on Nasdaq Capital Market under Rule 5550(b)(1) (the “Equity Rule”). The Notice provides that unless the Company requests an appeal of the determination to the Nasdaq Hearings Panel (the “Panel”) by April 30, 2026, the Common Stock will be delisted from the Nasdaq Capital Market at the opening of business on May 4, 2026. The Company has filed its request for an appeal hearing as of April 29, 2026.

The Company and RTB expect that upon the merger the combined companies will be fully compliant with all the Nasdaq listing criteria. The Company believes the merger will be completed prior to the appeal hearing, and therefore the Company’s non-compliance will be fully remedied. The Company’s “appeal” stays the suspension of the Common Stock from trading pending the Panel’s decision. The Company will timely submit the plan to regain compliance to the Panel, which is simply, completing the merger.

Forward-Looking Statements

Forward-Looking Statements

This Form 8-K and Press Release contains forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of 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 Nasdaq continued listing standards. 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.

By their nature, forward-looking statements address matters that are subject to risks and uncertainties. A variety of factors could cause actual events and results to differ materially from those expressed in or contemplated by the forward-looking statements. Risk factors affecting the Company are discussed in detail in the Company’s filings with the SEC. The Company undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise, except to the extent required by applicable laws. There are a number of risks and uncertainties that could cause actual results to differ materially from the forward-looking statements included in this Form 8-K, including statements regarding the Company’s ability to regain compliance with the Nasdaq continued listing standards, consummating the acquisition of RTB Digital, Inc., being able to integrate the acquired business and continue to operate the acquired business in a successful manner, and other important factors that could cause actual results to differ materially from those projected and those discussed under risk factors in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 and other filings filed with the SEC (including its Current Reports on Form 8-K and Quarterly Reports on Form 10-Q). 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.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit No.		Name of Exhibit

104		Cover Page Interactive Data File (embedded within the inline XBRL document).

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: April 29, 2026	RYVYL Inc.

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

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

3 documents

RYVYL outlines Nasdaq equity breach and RTB merger plan