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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 31, 2025 (October 28, 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
5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
On
October 28, 2025, Fredi Nisan notified the board of directors of RYVYL Inc., a Nevada corporation (the “Company”), of his
resignation as a director of the Company, effective on October 30, 2025. As previously disclosed in the Company’s Current Report
on Form 8-K, filed with the U.S. Securities and Exchange Commission on October 1, 2025, Mr. Nisan will also retire as Chief Executive
Officer of the Company effective October 31, 2025.
The
resignation of Mr. Nisan as a director of the Company was not related to any disagreement with the Company on any matter relating to
the Company’s operations, policies or practices.
In connection with Mr. Nisan’s
retirement, the Company’s board of directors has determined to appoint George Oliva, the Company’s Chief Financial Officer,
as the Company’s Interim Chief Executive Officer, effective immediately following Mr. Nisan’s retirement. Updated biographical
information regarding Mr. Oliva is below:
Mr. Oliva, age 64, joined
the Company in October 2023 as Chief Financial Officer, has served as a Director since September 2025, and has over 30 years as a senior
finance professional, with a background in corporate finance, treasury, financial planning and analysis, international tax, and strategic
planning. Prior to joining the Company, he was Chief Financial Officer and Corporate Secretary for WiSA Technologies (“WiSA”)
since 2019. Prior to WiSA, he provided financial consulting services to public and private companies nationwide. He was also a partner
with Hardesty LLC, a national executive services firm. Mr. Oliva has held several interim positions with a variety of clients that included
a scientific instruments business acquired by a private equity firm, a medical device manufacturer preparing for an IPO, an audio company
merger and a yield improvement software company implementing a world-wide ERP system. Mr. Oliva was CFO of Penguin Computing from 2009
through 2013, where he played a leading role in guiding them through a period of rapid growth, twice making the Silicon Valley Business
Journal’s list of fastest growing private companies. Prior to Penguin, he was CFO of StreamLogic, a public company doing business
as Hammer Storage Solutions, where he navigated its going-private transaction. Prior to serving in such roles, Mr. Oliva was responsible
for financial planning and analysis and operational support as the operations controller for Conner Peripherals and at Read-Rite Corporation,
both exceeding a billion of revenue in the data storage industry. Mr. Oliva began his career in auditing with Arthur Andersen & Co.,
a leading public accounting firm. Mr. Oliva is a certified public accountant, currently inactive status. He earned a B.S. degree in Business
Administration from U.C. Berkeley with a dual emphasis in Accounting and Finance.
There are no arrangements or understandings between Mr. Oliva and any
other persons pursuant to which he was appointed as Interim Chief Executive Officer of the Company. There are also no family relationships
between Mr. Oliva and any director or executive officer of the Company and Mr. Oliva has no direct or indirect material interest in any
transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
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 31, 2025
