RYVYL Inc. Files 8-K: Officer/Director Changes & More

TL;DR

RYVYL leadership shakeup, new officers/directors elected, and compensatory plans detailed.

AI Summary

RYVYL Inc. filed an 8-K on August 20, 2025, reporting events as of August 15, 2025. The filing covers the departure of directors or certain officers, the election of directors, the appointment of certain officers, and compensatory arrangements. It also includes other events and financial statements/exhibits.

Why It Matters

This 8-K filing indicates significant changes in RYVYL Inc.'s leadership and governance structure, which could impact the company's strategic direction and operational execution.

Risk Assessment

Risk Level: medium — Changes in key personnel and executive compensation can signal internal shifts or strategic realignments that may carry inherent business risks.

Key Players & Entities

• RYVYL Inc. (company) — Registrant
• August 15, 2025 (date) — Earliest event reported date
• August 20, 2025 (date) — Filing date
• Nevada (jurisdiction) — State of incorporation

FAQ

Key Financial Figures

• $0.001 — ch registered Common Stock, par value $0.001 per share RVYL The Nasdaq Stock Mar
• $350,000 — r. Errez will receive a cash payment of $350,000, less applicable withholding amounts, w
• $10,000 — r. Errez a cash consulting fee equal to $10,000 per month, payable within five business

Filing Documents

• rvyl8k082025.htm (8-K) — 37KB
• rvylex10-1.htm (EX-10.1) — 114KB
• rvylex99-1.htm (EX-99.1) — 7KB
• ex99-1_001.jpg (GRAPHIC) — 3KB
• 0001185185-25-001046.txt ( ) — 349KB
• rvyl-20250815.xsd (EX-101.SCH) — 3KB
• rvyl-20250815_lab.xml (EX-101.LAB) — 33KB
• rvyl-20250815_pre.xml (EX-101.PRE) — 22KB
• rvyl8k082025_htm.xml (XML) — 4KB

From the Filing

UNITED 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): August 15, 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 Resignation of Ben Errez as Executive Vice President Effective August 31, 2025 (the "Termination Date"), Ben Errez will retire as Executive Vice President of RYVYL Inc., a Nevada corporation (the "Company"). On August 15, 2025, in connection with his reported retirement, the Company and Mr. Errez entered into a Severance Benefits Offer and General Waiver and Release of Claims agreement (the "Severance Agreement"). Pursuant to the Severance Agreement, Mr. Errez will receive a cash payment of $350,000, less applicable withholding amounts, within five business days after the Termination Date, and all issued but unvested equity grants held by Mr. Errez will vest as of the Termination Date. The Severance Agreement contains customary representations, warranties, and covenants. Additionally, the Company and Mr. Errez have agreed to release each other from all claims that relate in any way to Mr. Errez's employment or separation from employment with the Company, except for those types of claims specifically excluded under the terms of the Severance Agreement. Further, each of the Company and Mr. Errez has covenanted that neither will file or cause to be filed, join, or encourage a lawsuit, between the Company and Mr. Errez. In addition, on August 15, 2025, the Company and Mr. Errez entered into an Advisory Services Agreement (the "Consulting Agreement"), effective as of September 1, 2025, and continuing through February 28, 2026. Pursuant to the terms and conditions of the Consulting Agreement, Mr. Errez will provide services relating to advising the Company on strategic investor partnerships, investment relationships, exploration of M&A opportunities, corporate development, and such other revenue-generating advice and consulting as the Company may reasonably request from time to time. In consideration for his consulting services and in recognition of the services, the Company has agreed to pay Mr. Errez a cash consulting fee equal to $10,000 per month, payable within five business days after the commencement of each calendar month during the term of the Consulting Agreement. With prior written consent from the Company, the Company shall reimburse Mr. Errez for preapproved out-of-pocket travel expenses incurred by Mr. Errez on behalf of Company. The foregoing description of the Severance 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. Mr. Errez's departure is for personal reasons and is not the result of any disagreement with management or the Company's Board of Directors on any matter relating to the Company's operations, policies or practices. Item 8.01. Other Events

View Full Filing

View this 8-K filing on SEC EDGAR