Welcome to our dedicated page for Ryvyl SEC filings (Ticker: RVYL), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
The Ryvyl Inc. (NASDAQ: RVYL) SEC filings page on Stock Titan provides direct access to the company’s regulatory disclosures, along with AI-powered summaries that help explain complex documents. As a Nevada corporation listed on the Nasdaq Capital Market, Ryvyl files a range of reports that illuminate its digital payment processing business, capital structure, governance, and its planned merger with RTB Digital, Inc. (Roundtable).
Key filings include Current Reports on Form 8-K, where Ryvyl reports material events such as the execution of its Agreement and Plan of Merger with Roundtable, private placements of Series C convertible preferred stock, Nasdaq listing notices, and changes in executive leadership. Form 8-Ks also describe the company’s 1-for-35 reverse stock split, stockholder approvals for reverse split authority and increased authorized shares, and updates on maintaining compliance with Nasdaq’s minimum bid price and stockholders’ equity requirements.
Ryvyl’s filings further document litigation and settlements. The company has filed stipulations and agreements of settlement, court orders, and notices related to a putative class action (Case No. 3:23-cv-00185-GPC-SBC) and a consolidated shareholder derivative action (“In re RYVYL Inc. Derivative Litigation, Lead Case No. 3:23-cv-01165-GPC-SBC”). These exhibits explain the issuance of settlement shares, related put options, and the scope of derivative settlements in both federal and Nevada courts.
Proxy materials such as the Definitive Proxy Statement on Schedule 14A outline proposals presented at the 2025 annual meeting, including director elections, auditor ratification, reverse stock split authorization, and the increase in authorized common shares. They also provide detail on board composition, corporate governance practices, and voting outcomes, which are important for understanding how the company is structured and governed.
On Stock Titan, AI tools summarize these filings to highlight the most important points—such as how a reverse stock split affects outstanding shares, what conditions apply to preferred stock and potential warrants, or how a settlement changes litigation exposure—while preserving links to the full EDGAR documents. Users can also review unregistered sales of equity securities, amendments to articles of incorporation, and other capital markets actions that shape Ryvyl’s equity and preferred stock profile.
For investors analyzing RVYL, this filings page offers a centralized view of the company’s official disclosures, from merger-related communications and Nasdaq correspondence to shareholder meeting results and legal settlements, with AI-generated explanations designed to make lengthy SEC documents more accessible.
RYVYL Inc. disclosed that it has become obligated to issue 122,164 shares of its common stock as part of a court-approved settlement of a putative class action lawsuit. The settlement originally called for 700,000 shares, but a one-for-thirty-five reverse stock split led to an adjusted number of settlement shares designed to have a value of at least $700,000 as of the effective date.
The shares are being issued in reliance on the Section 3(a)(10) exemption from registration and serve as consideration to the plaintiffs. The company also granted a put option for the benefit of the settlement class, allowing the class’s counsel to sell the settlement shares back to RYVYL if the 10-day average closing price falls below the closing price on the issuance date, at a price reformulated under the settlement terms.
RYVYL Inc. reported results of its 2025 annual stockholder meeting and an update on its Nasdaq listing status. Stockholders elected four directors and ratified Simon & Edward, LLP as independent auditor for the year ending December 31, 2025. They also approved authorizing the board to implement a reverse stock split of the common stock at a ratio between one-for-twenty and one-for-fifty, to be effected no later than June 30, 2026, and approved increasing authorized common shares from 100,000,000 to 500,000,000.
RYVYL disclosed that Nasdaq staff determined the company had not regained compliance with the $1.00 minimum bid price rule by the December 9, 2025 deadline and that the company is not eligible for a second 180‑day extension due to not meeting the $5,000,000 minimum stockholders’ equity initial listing requirement. Unless successfully appealed, its common stock is scheduled for delisting from the Nasdaq Capital Market at the opening of business on December 22, 2025. The company has appealed, plans to effect the reverse stock split as soon as practicable, and believes it has sufficient capital to evidence compliance with a $2,500,000 stockholders’ equity requirement, but there is no assurance it will regain or maintain compliance.
RYVYL Inc. reported results of its 2025 annual stockholder meeting and detailed a new Nasdaq listing compliance challenge. Stockholders elected four directors, ratified Simon & Edward, LLP as auditor, authorized the board to implement a reverse stock split of the common stock at a ratio between one-for-twenty and one-for-fifty by June 30, 2026, and approved increasing authorized common shares from 100,000,000 to 500,000,000.
The company received a Nasdaq notice stating it did not regain compliance with the $1.00 minimum bid price rule by December 9, 2025 and is ineligible for a second 180‑day extension because it does not meet the $5,000,000 minimum stockholders’ equity initial listing requirement. Unless successfully appealed, its common stock would be delisted from the Nasdaq Capital Market, but the company has filed an appeal, plans to implement the approved reverse stock split, and believes it meets the $2,500,000 stockholders’ equity requirement for continued listing, while warning there is no assurance it will regain or maintain compliance.
RYVYL Inc. amended its October 2025 financing with RTB Digital, Inc. involving 50,000 shares of Series C convertible preferred stock. The amendment increases the overall purchase price by $1,500,000, bringing total gross proceeds to $6,500,000, which RTB pays to the company at signing.
The company also filed a certificate of amendment to raise the Series C preferred stock's stated value from $100.00 to $130.00 per share, for an aggregate stated value of $6,500,000. All other terms of the securities purchase agreement and the original certificate of designation remain in effect.
RYVYL Inc. filed a Form S-8 to register 2,397,307 shares of its common stock for issuance under its 2023 Equity Incentive Plan. These are additional shares following stockholder approval of an amendment on December 19, 2024 that increased the number of shares reserved for the plan from 1,098,262 to 5,098,262 common shares. The company previously registered 1,098,262 shares for this plan on a prior Form S-8 and incorporates that earlier registration by reference. The filing also outlines standard Nevada law indemnification protections for directors and officers and lists the equity plan and related award agreements among the exhibits.
RYVYL Inc. reports that on November 14, 2025, the United States District Court for the Southern District of California granted preliminary approval of a proposed settlement of the consolidated shareholder derivative action titled “In re RYVYL Inc. Derivative Litigation, Lead Case No. 3:23-cv-01165-GPC-SBC.” The settlement also covers related litigation in the Eight Judicial District Court in Clark County, Nevada involving certain current and former officers and directors.
The court’s order provides for notice of the proposed settlement to all record and beneficial stockholders of RYVYL as of September 30, 2025. RYVYL has filed the preliminary approval order, the stipulation and agreement of settlement, the notice of proposed settlement, and a related press release as exhibits to this report, and has also made the settlement documents and notice available on its investor website.
RYVYL Inc. filed its definitive proxy for a rescheduled 2025 Annual Meeting to be held virtually on December 15, 2025. Stockholders will vote on four director nominees, ratification of Simon & Edward, LLP as auditor, a reverse stock split, and an increase in authorized common shares.
Proposal 3 seeks approval to amend the charter to effect a reverse stock split of common stock at a ratio between one-for-twenty and one-for-fifty, at the Board’s discretion and no later than June 30, 2026. Proposal 4 seeks to amend the charter to increase authorized common shares from 100,000,000 to 500,000,000. The Board unanimously recommends voting FOR all proposals.
The meeting is virtual only at www.virtualshareholdermeeting.com/RVYL2025. Prior proxy cards for the originally scheduled 2025 meeting will not be counted; stockholders must vote again. The record date is October 31, 2025; shares outstanding were 36,085,978 common and 50,000 Series C preferred as of that date.
RYVYL Inc. (RVYL) announced a leadership and transaction update. The company said Aly Madhavji has agreed to help guide RYVYL and RTB Digital, Inc. through their intended merger and to serve as Chief Financial Officer of the combined company after closing.
The merger remains subject to customary conditions, including stockholder and regulatory approvals. RYVYL plans to file a Form S-4 with a proxy statement/prospectus for shareholders to review before a vote. The company emphasized forward-looking risks, including potential delays, required approvals, integration challenges, and the possibility the merger may not close.
RYVYL Inc. (RVYL) reported that on November 6, 2025 Aly Madhavji agreed to help guide RYVYL and RTB Digital, Inc. through their intended merger and to serve as Chief Financial Officer of the post‑merger company. The company furnished a press release as Exhibit 99.1 under Regulation FD.
RYVYL plans to file a Form S‑4 that will include a proxy statement/prospectus for a stockholder vote on the proposed merger. The transaction remains subject to conditions, including stockholder approvals and regulatory reviews, and may be terminated if conditions are not satisfied. The disclosure includes forward‑looking statement cautions outlining integration, approval, timing, and execution risks. This communication is not an offer or solicitation for any securities.
RYVYL Inc. rescheduled its 2025 Annual Meeting to December 15, 2025 as a virtual-only event. Stockholders of record as of October 31, 2025 may vote on four items: elect four directors; ratify Simon & Edward, LLP as auditor for 2025; approve a reverse stock split of common stock at a ratio between 1‑for‑20 and 1‑for‑50 (at the Board’s discretion, no later than June 30, 2026); and approve an increase in authorized common shares from 100,000,000 to 500,000,000. The Board recommends voting FOR all proposals.
On the record date, there were 36,085,978 common shares outstanding and 50,000 Series C preferred shares entitled to an aggregate of 7,202,092 votes (144.04184 votes per preferred share). A quorum requires at least 33 1/3% of voting power, or 14,429,357 votes, represented. Brokers may exercise discretion on Proposals 2–4 but not on director elections. Prior proxy cards for the originally scheduled meeting will not be counted; stockholders must revote using the updated materials.