Ryvyl Inc SEC Filings

RYVYL Inc. filed an 8-K reporting a material transaction package including an Agreement and Plan of Merger dated September 28, 2025 among RYVYL, RYVYL Merger Sub Inc. and RTB Digital, Inc. that is incorporated by reference to an earlier 8-K filed October 2, 2025. The filing also lists a Certificate of Designation for Series B Convertible Preferred Stock, a Form of Warrant, and a Securities Purchase Agreement dated October 6, 2025. The document is dated October 7, 2025 and signed by CFO George Oliva. The items disclosed indicate a change-in-control transaction framework plus financing instruments (preferred stock and warrants) linked to the merger and a securities purchase arrangement.

RYVYL Inc. filed an 8-K describing how, at the closing of a proposed merger, each class of RTB equity and convertible securities will be converted into Company common stock based on an Exchange Ratio set by the Merger Agreement. The filing explains that RTB's Class A, Class B and Class C shares, outstanding RTB convertible note shares, and other convertible securities will be converted into equivalent Company instruments and that assumed convertible securities will preserve the original vesting schedules. Exercise and conversion prices will be adjusted by the Exchange Ratio (prices rounded up to the nearest cent; share counts rounded down to whole shares). The document identifies included exhibits 10.1, 99.1 and 104 and is signed by the CEO on Oct 2, 2025.

RYVYL Inc. filed a Definitive Proxy Statement covering its 2025 annual meeting and routine corporate governance matters. The filing lists director nominees, executive officers and their compensation figures for 2023–2024, and identifies principal holders including CEO Fredi Nisan owning 2,132,038 shares (6.70%). The proxy includes voting items: election of directors, ratification of the independent auditor, a proposed reverse stock split (text in Annex A) and a proposal to increase authorized shares (text in Annex B). The filing discloses that the company discusses potential disadvantages and anti-takeover/dilutive effects for those charter amendments and provides pay-versus-performance disclosure noting not all performance measures are presented.

RYVYL Inc. filed a Form 8-K reporting an Employment Agreement dated September 22, 2025 between the company and George Oliva. The filing indicates the document was provided as an exhibit and the Form 8-K was signed by Fredi Nisan, Chief Executive Officer, on September 24, 2025. The notice lists the company’s common stock ticker RVYL and NASDAQ market tier information. No compensation terms, job title, start date, severance, or other substantive contractual details are disclosed in the text provided. Because the filing references an employment agreement without the agreement’s substantive clauses in the excerpt, readers cannot assess financial impact, change in control provisions, or any material obligations from this content alone.

RYVYL Inc. files a Definitive Proxy Statement covering its 2025 annual meeting and shareholder votes. The filing discloses four named director nominees and standard business on board composition, independence and committee structure. Shareholder votes will address election of directors, ratification of the independent auditor, a proposed reverse stock split (including reasons, Nasdaq listing considerations, fractional-share procedures and tax/accounting consequences) and an increase in authorized shares (with stated background, potential adverse effects and proposed amendment text). Executive officer and director names, ages and partial compensation figures appear, including CEO Fredi Nisan and CFO George Oliva. Beneficial ownership tables show several 5%+ holders and officers holding roughly 7.10% in aggregate. The filing references related-party policies, indemnification provisions and pay-versus-performance disclosures.