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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):
October 3, 2025 (September 30, 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 5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Appointment of Tod Browndorf as
Director
On September 30, 2025, the Board of Directors
of RYVYL Inc., a Nevada corporation (the “Company”) appointed Tod Browndorf as a director of the Company. Mr. Browndorf will
serve until the date of the Company’s 2025 Annual Meeting of Shareholders and until his successor is duly elected and qualified.
A brief description of the qualifications and
experiences of Mr. Browndorf is set forth below:
Mr. Browndorf is a seasoned executive with a career
spanning technology, finance, and entrepreneurship, built on a foundation of discipline, leadership, and global experience. With over
three decades of leadership experience, he has founded and scaled innovative companies at the intersection of business and technology.
As CEO of Coggno Inc., since 2010, Mr. Browndorf has built a leading compliance training platform that streamlines workforce training
for organizations worldwide. Prior to Coggno, he founded Hirehand, a micropayment platform for companies and job seekers, and served as
COO of Pacific Net Soft, where he managed operations and sales for a recruiting and contingent search firm. Earlier in his career, Mr.
Browndorf was an OTC Trader with Montgomery Securities in San Francisco and a member of the New York Futures Exchange (NYFE), gaining
expertise in financial markets, trading strategies, and risk management. He studied at The Hebrew University of Jerusalem and Monash University,
providing him with a global perspective and a solid foundation in economics. Mr. Browndorf is also a veteran of the Israel Defense Forces
(IDF), where he served in the Combat Infantry. Mr. Browndorf’s career has focused on strategic growth, building high-performing
teams, and driving innovation. Based in San Jose, California, he continues to focus on developing solutions that empower businesses and
shape the future of workforce learning and development.
There is no arrangement or understanding between
Mr. Browndorf and any other person pursuant to which he was selected to serve as a director. Mr. Browndorf does not have any family relationships
with any of the Company’s executive officers or directors, and does not have any direct or indirect material interest in any transaction
or proposed transaction required to be reported under Item 404(a) of Regulation S-K.
Item 9.01. Financial Statements and Exhibits.
| 104 |
|
Cover Page Interactive Data File |
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: October 6, 2025 |
RYVYL Inc. |
| |
|
|
| |
By: |
/s/ Fredi Nisan |
| |
|
Name: |
Fredi Nisan |
| |
|
Title: |
Chief Executive Officer |
