false
0001419275
0001419275
2025-04-08
2025-04-08
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): 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 |
2
