RYVYL Inc. Files 8-K on Executive Changes and Other Events

TL;DR

RYVYL leadership shakeup and executive compensation details filed.

AI Summary

RYVYL Inc. filed an 8-K on September 5, 2025, reporting events as of August 31, 2025. The filing includes information regarding the departure of directors or certain officers, the election of directors, the appointment of certain officers, and compensatory arrangements for certain officers. It also covers other events and financial statements and exhibits.

Why It Matters

This filing signals potential shifts in the company's leadership and governance structure, which could impact strategic direction and operational execution.

Risk Assessment

Risk Level: medium — Changes in directors and officers, along with compensatory arrangements, can indicate internal shifts that may affect company performance and strategy.

Key Players & Entities

• RYVYL Inc. (company) — Registrant
• August 31, 2025 (date) — Date of earliest event reported
• September 5, 2025 (date) — Date of Report

FAQ

Key Financial Figures

• $0.001 — ch registered Common Stock, par value $0.001 per share RVYL The Nasdaq Stock Mar
• $99,000 — Ms. Baer a cash consulting fee equal to $99,000 per annum. With prior written consent f
• $180 million — urchase accounting in connection with a $180 million acquisition. Mr. Oliva began his career

Filing Documents

• rvyl8k090425.htm (8-K) — 45KB
• rvylex99-1.htm (EX-99.1) — 12KB
• ex99-1_001.jpg (GRAPHIC) — 10KB
• 0001185185-25-001133.txt ( ) — 240KB
• rvyl-20250831.xsd (EX-101.SCH) — 3KB
• rvyl-20250831_lab.xml (EX-101.LAB) — 33KB
• rvyl-20250831_pre.xml (EX-101.PRE) — 22KB
• rvyl8k090425_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): September 5, 2025 ( August 31, 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 Genevieve Baer and Ezra Laniado as Directors On August 31, 2025 (the "Termination Date"), independent directors Genevieve Baer and Ezra Laniado resigned from the Board of Directors of RYVYL Inc., a Nevada corporation (the "Company"). On September 1, 2025 the Company entered into Advisory Services Agreements (the "Consulting Agreements") with each of Mr Laniado and Ms. Baer, and continuing through August 30, 2026. Pursuant to the terms and conditions of the Consulting Agreements, each of Mr Laniado and Ms. Baer 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 their consulting services and in recognition of the services, the Company has agreed to pay each of Mr Laniado and Ms. Baer a cash consulting fee equal to $99,000 per annum. With prior written consent from the Company, the Company shall reimburse each of Mr Laniado and Ms. Baer for preapproved out-of-pocket travel expenses incurred by Mr Laniado and Ms. Baer on behalf of Company. Either party may terminate the Consulting Agreement upon ninety (90) days prior written notice, provided however such notice shall not be issued within the first thirty days following September 1, 2025. Mr Laniado's and Ms. Baer's departures are for personal reasons and are not the result of any disagreements with management or the Company's Board of Directors on any matter relating to the Company's operations, policies or practices. Appointment of George Oliva and Gene Jones as Directors On September 1, 2025, the Board appointed each of George Oliva and Gene Jones as a director of the Company to fill the vacancies created by Mr. Laniado's and Ms. Baer's resignations. Mr. Oliva and Mr. Jones will serve until the date of the Company's 2025 Annual Meeting of Shareholders and until their successors are duly elected and qualified. A brief description of the qualifications and experiences of each of Mr. Oliva and Mr. Jones are set forth below: Mr. Oliva has served as RYVYL's CFO since October 2023. He has over 30 years of experience as a senior finance professional, with a background in corporate finance, treasury, financial planning and analysis, international tax, and strategic planning. Prior to joining RYVYL, he was Chief Financial Officer and Corporate Secretary for WiSA Technologies, Inc. since 2019. He was also a partner with Hardesty LLC, a national executive services firm, through which he provided financial consulting services to public and private companies nationwide. As Interim Chi

View Full Filing

View this 8-K filing on SEC EDGAR