RYVYL Inc. Faces Delisting Concerns

TL;DR

RYVYL's on the chopping block - might get delisted!

AI Summary

RYVYL Inc. filed an 8-K on September 17, 2025, reporting a notice of delisting or failure to satisfy a continued listing rule or standard, with the earliest event date being September 15, 2025. The company, formerly known as GreenBox POS, is incorporated in Nevada and its principal business address is in San Diego, California.

Why It Matters

This filing indicates potential issues with RYVYL Inc.'s compliance with stock exchange listing requirements, which could lead to its shares being delisted, impacting liquidity and investor confidence.

Risk Assessment

Risk Level: high — A notice of delisting or failure to meet listing standards is a significant negative event that can severely impact a company's stock and operations.

Key Players & Entities

• RYVYL Inc. (company) — Registrant
• GreenBox POS (company) — Former company name
• September 17, 2025 (date) — Filing date
• September 15, 2025 (date) — Earliest event date
• Nevada (jurisdiction) — State of incorporation
• San Diego, California (location) — Business address

FAQ

Key Financial Figures

• $0.001 — ch registered Common Stock, par value $0.001 per share RVYL The Nasdaq Stock Mar

Filing Documents

• rvyl8k091725.htm (8-K) — 27KB
• 0001185185-25-001221.txt ( ) — 189KB
• rvyl-20250915.xsd (EX-101.SCH) — 3KB
• rvyl-20250915_lab.xml (EX-101.LAB) — 33KB
• rvyl-20250915_pre.xml (EX-101.PRE) — 22KB
• rvyl8k091725_htm.xml (XML) — 4KB

01 Notice of Delisting or Failure to Satisfy a Continued

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing On September 15, 2025, the Company provided notice to the Nasdaq Continued Listing Center that the Company is not currently in compliance with Nasdaq Listing Rule 5605(b)(1) (the "Majority Independent Board Requirement") and Nasdaq Listing Rule 5605(c)(2)(A) (the "Audit Committee Composition Requirement"). The Company's Board of Directors ("Board") is currently comprised of two directors who are independent, Brett Moyer and Gene Jones, and two directors who are not independent, Fredi Nisan and George Oliva. One additional director, who satisfies Nasdaq's independence requirements, is required for the Company to regain compliance with the Majority Independent Board Requirement. The Company plans to appoint an additional director, as soon as practically possible, who satisfies Nasdaq's independence requirements as a director, to fill one of three vacancies currently existing on the Board. At the time of such appointment, the Board will be comprised of five directors, three of whom will be independent directors and, thereafter, the Board will be comprised of a majority of independent directors and the Company believes that it will have regained compliance with the Majority Independent Board Requirement. Additionally, Brett Moyer is currently the only member of the Company's Audit Committee and is also deemed to be an audit committee financial expert. To regain compliance with the Audit Committee Composition Requirement, two additional members, who each satisfy Nasdaq's independence requirements for audit committee members, must be appointed to the Audit Committee. The new director to be appointed will satisfy Nasdaq's independence requirements to serve on the Audit Committee and will be appointed thereto. Upon such appointment the Audit Committee will be comprised of two members who satisfy Nasdaq's audit committee rules. The Company plans to add an additio

Forward-Looking Statements

Forward-Looking Statements This Current Report, including any exhibits attached herein, may contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the "Securities Act"), and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Such forward-looking "anticipate," "believe," "estimate" and "continue" or similar words, including statements regarding the Company's ability to regain compliance with the Majority Independent Board Requirement or the Audit Committee Composition Requirement. You should read statements that contain these words carefully because they discuss future expectations and plans, which contain projections of future results of operations or financial condition or state other forward-looking information. Such statements are only predictions and the Company's actual results may differ materially from those anticipated in these forward-looking statements. Such forward-looking statements are subject to risks and uncertainties, many of which are beyond the Company's control, which could cause the Company's actual results to differ materially from those expressed in or implied by these statements. There may be events in the future that the Company is not able to accurately predict or control. Factors that may cause such differences include, but are not limited to, those discussed under risk factors in the Company's Annual Report on Form 10-K for the year ended December 31, 2024 and other filings filed with the SEC (including its Current Reports on Form 8-K and Quarterly Reports on Form 10-Q), including the risk that the Company may not meet the Majority Independent Board Requirement or the Audit Committee Composition Requirement in the required timeframe or, in the future, the risk that the Company may not otherwise meet the requirements for continued listing under th

View Full Filing

View this 8-K filing on SEC EDGAR