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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):
September 24, 2025 (September 22, 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 Forest Ralph as Director
On September 22, 2025, the Board of Directors of RYVYL Inc., a Nevada
corporation (the “Company”) appointed Forest Ralph as a director of the Company. Mr. Ralph 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. Ralph
is set forth below:
Mr. Ralph is a partner at SeatonHill Partners, LP, a firm specializing
in CFO services and project-based financial leadership. He has over 25 years of experience as a Chief Financial Officer, Business Development
and Strategic Planning lead and consultant to the Offices of the CFO and Treasurer, in the infrastructure construction project management,
healthcare, automotive, manufacturing, technology, consumer packaged goods, agribusiness, and banking industries. From 2021 to 2024, Mr.
Ralph was also the Founder and Principal of FR Falconwing, LLC, a strategic financial services consultancy group. His broad and deep skillset
includes corporate, divisional, and operating group management of strategic and annual financial planning & analysis, margin improvement,
acquisitions and divestitures, Treasury, enterprise risk, internal controls, and systems implementation processes. Forest has provided
leadership in domestic and international environments during all phases of the company life cycle: start- up, high growth, turnaround,
restatement, remediation, buy- and sell-side preparation, and post-acquisition integration. He earned an MBA from Harvard Business School
and a BSFS from Georgetown University.
There is no arrangement or understanding between Mr. Ralph and any
other person pursuant to which he was selected to serve as a director. Mr. Ralph 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.
Employment Agreement with George Oliva
On September 22, 2025, the Company entered into an employment agreement
with George Oliva in connection with the continuation of his role as Chief Financial Officer of the Company (the “Employment Agreement”).
Pursuant to the Employment Agreement, Mr. Oliva will continue his employment on an “at-will” basis with compensation to be
set by the Company’s management team on an annual basis, eligibility for bonuses in accordance with the Company’s applicable
bonus programs, and eligibility for other benefits such as participation in any retirement plans and insurance plans. The Company may
terminate the Employment Agreement for cause and Mr. Oliva may terminate the Employment Agreement for good reason, both as further described
the Employment Agreement, and both the Company and Mr. Oliva may also terminate without cause subject to fifteen prior days’ notice.
Upon termination for cause (by the Company) or without cause (by Mr. Oliva), the Company pay for any earned but unpaid base salary, bonus,
and vested benefits through the date of termination. In the addition to the foregoing, in the case of termination without cause (by the
Company) or for good reason (by Mr. Oliva), the Company will also pay Mr. Oliva severance in the amount of twelve months salary to be
paid in twelve equal instalments, all unvested equity awards will be fully vested, and continue to cover Mr. Oliva’s group health
plan premium for a period of twelve months. The Employment Agreement contains standard covenants by the Company and Mr. Oliva, including
as relates to confidentiality and indemnification, and defines the duties and responsibilities of Mr. Oliva’s continued employment
with the Company.
The foregoing description of the Employment Agreement is qualified
in its entirety by reference to the full text of such agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form
8-K and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
| 99.1 |
|
Employment Agreement, dated September 22, 2025, between the Company and George Oliva |
| 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: September 24, 2025 |
RYVYL Inc. |
| |
|
|
| |
By: |
/s/ Fredi Nisan |
| |
|
Name: |
Fredi Nisan |
| |
|
Title: |
Chief Executive Officer |
