RTB Digital, Inc. SEC Filings

RYVYL Inc. announced that Chief Executive Officer Fredi Nisan will retire effective October 31, 2025. In connection with his retirement, he will receive a $350,000 cash severance payable over twelve months and accelerated vesting of all his unvested equity grants as of the termination date.

RYVYL and Nisan also signed an advisory services agreement under which he will advise on investor partnerships, investment relationships, M&A opportunities, and corporate development from November 1, 2025 through April 30, 2026 for a $10,000 monthly cash fee plus reimbursed approved travel expenses. The company states his departure is for personal reasons and not due to any disagreement with management or the board. Director Forest Ralph also resigned for personal reasons, likewise without any stated disagreement.

RYVYL Inc. reported that Chief Executive Officer Fredi Nisan will retire from his role effective October 31, 2025. In connection with his retirement, the company and Mr. Nisan entered into a severance agreement under which he will receive a cash payment of $350,000, paid over twelve months after his termination date, and all of his issued but unvested equity grants will fully vest as of that date.

The parties agreed to mutual releases of claims related to his employment and separation and agreed not to initiate lawsuits against each other. RYVYL also entered into an advisory services agreement with Mr. Nisan, effective November 1, 2025 through April 30, 2026, under which he will advise on investor partnerships, investment relationships, M&A opportunities, and corporate development for a monthly cash fee of $10,000 plus certain preapproved travel expenses. The company disclosed that Mr. Nisan’s departure is for personal reasons and not due to any disagreement with management or the board. Separately, director Forest Ralph resigned on September 26, 2025, also citing personal reasons and no disagreements with the company.

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.

RYVYL Inc. reports it has completed the sale of its indirect Bulgarian subsidiary Ryvyl (EU) EAD under a stock purchase agreement for an aggregate purchase price of $15,000,000, with all Ryvyl EU shares sold by wholly owned subsidiary Transact Europe Holdings EOOD to a purchaser.

The 8-K details prior amendments, a termination right and standstill arrangements, and notes that after RYVYL did not exercise its termination rights, the purchaser moved forward to acquire the shares. RYVYL states it received a June 13, 2025 letter from the purchaser which, in the Company’s opinion, provides that its obligation to pay $16.5 million in damages or any other amount under the SPA shall cease to apply. The company also files unaudited pro forma financial information as an exhibit reflecting the Ryvyl EU sale.

RYVYL Inc. reported that its board and audit committee no longer meet Nasdaq’s independence requirements and that it has notified the Nasdaq Continued Listing Center. The board currently has four members, only two of whom are independent directors; the company needs one more independent director to restore a majority-independent board under Nasdaq Listing Rule 5605(b)(1).

RYVYL plans to appoint an additional independent director as soon as practicable, which would bring the board to five members, three of them independent. Its audit committee is currently composed of a single independent member who is also an audit committee financial expert. To regain compliance with Nasdaq Listing Rule 5605(c)(2)(A), the company intends to add two more independent audit committee members, with a third member targeted to be in place no later than February 27, 2026, which is 180 days after the audit committee became noncompliant.

RYVYL Inc. reported that independent directors Genevieve Baer and Ezra Laniado resigned from its Board effective August 31, 2025, citing personal reasons and stating there were no disagreements with management or the Board on company matters. On September 1, 2025, each entered into a Consulting Agreement with RYVYL through August 30, 2026 to advise on strategic investor partnerships, investment relationships, M&A exploration, corporate development, and other revenue-generating initiatives, for a cash consulting fee of $99,000 per year each, plus reimbursed preapproved travel expenses. Either party may terminate a Consulting Agreement with 90 days’ written notice, after the first 30 days of the term.

To fill the vacancies, the Board appointed George OlivaGene Jones, a seasoned financial executive and former RYVYL interim CFO and SEC project advisor. Both will serve as directors until the 2025 Annual Meeting of Shareholders and until successors are elected and qualified. The company noted that neither new director has family relationships with existing leadership or material related-party transactions requiring disclosure.