RYVYL Inc. Files 8-K: Material Agreement, Delisting Notice, Equity Sales

TL;DR

RYVYL's 8-K drops: material deal, delisting warning, and equity sales. Big moves ahead.

AI Summary

RYVYL Inc. filed an 8-K on October 7, 2025, reporting several key events as of October 6, 2025. These include entering into a material definitive agreement, receiving a notice of delisting or failure to meet listing standards, and reporting unregistered sales of equity securities. The company also amended its articles of incorporation or bylaws and filed financial statements and exhibits.

Why It Matters

This 8-K filing indicates significant corporate actions and potential challenges for RYVYL Inc., including a notice that could impact its stock exchange listing and details on equity sales.

Risk Assessment

Risk Level: high — The notice of delisting or failure to meet listing standards presents a significant risk to the company's public trading status and investor confidence.

Key Players & Entities

• RYVYL Inc. (company) — Filer of the 8-K report
• October 7, 2025 (date) — Date of the 8-K filing
• October 6, 2025 (date) — Earliest event date reported in the 8-K
• GreenBox POS (company) — Former name of RYVYL Inc.

FAQ

Key Financial Figures

• $0.001 — ch registered Common Stock, par value $0.001 per share RVYL The Nasdaq Stock Mar
• $0.40 — d Stock was sold at a purchase price of $0.40 per share to the Investors for a gross
• $5,000,000 — Investors for a gross proceeds of up to $5,000,000 to the Company, before the offering exp
• $0.08 — n exercise price shall not be less than $0.08 per share, which is 20% of the Nasdaq c
• $2,500,000 — ockholders' equity had fallen below the $2,500,000 required minimum for continued listing
• $2.5 million — as regained compliance with the minimum $2.5 million stockholders' equity requirement for co
• $100.00 — C Preferred Stock has a stated value of $100.00 per share (the "Stated Value") and the
• $0 — ermined by dividing the Stated Value by $0.40, subject to adjustment as set forth

Filing Documents

• rvyl8k100725.htm (8-K) — 44KB
• rvylex3-1.htm (EX-3.1) — 112KB
• rvylex4-1.htm (EX-4.1) — 76KB
• rvylex10-1.htm (EX-10.1) — 146KB
• 0001185185-25-001397.txt ( ) — 629KB
• rvyl-20251006.xsd (EX-101.SCH) — 3KB
• rvyl-20251006_lab.xml (EX-101.LAB) — 33KB
• rvyl-20251006_pre.xml (EX-101.PRE) — 22KB
• rvyl8k100725_htm.xml (XML) — 4KB

01. Entry into a Material Definitive

Item 1.01. Entry into a Material Definitive Agreement As previously disclosed in the Current Reports on Form 8-K filed with the Securities and Exchange Commission (the "SEC") on October 2, 2025, RYVYL Inc., a Nevada corporation (the "Company"), RYVYL Merger Sub Inc, and RTB Digital, Inc., a Delaware corporation ("RTB"), entered into an Agreement and Plan of Merger, dated September 28, 2025 (the "Merger Agreement"). Securities Purchase Agreement On October 6, 2025, the Company, entered into a Securities Purchase Agreement (the "Purchase Agreement") with the purchasers named therein (the "Investors"), pursuant to which the Company sold an aggregate of 50,000 shares of its Series C convertible preferred stock, par value $0.001 per share (the "Series C Preferred Stock")to the Investors in a private placement (the "PIPE financing"), which was closed on October 7, 2025. Each share of Series C Preferred Stock was sold at a purchase price of $0.40 per share to the Investors for a gross proceeds of up to $5,000,000 to the Company, before the offering expenses. The Purchase Agreement memorializes that the purchase by RTB of the Series C Preferred Stock is in furtherance of maintaining the Company's required capital during the period prior to the closing of the merger of RTB and the Company, and that regardless of whether the merger takes place, the Series C Preferred Stock shall be dilutive of the economics or voting of the Company's shares of common stock, par value $0.001 per share ("Common Stock") only at such times as the Merger Agreement is effective. The Purchase Agreement specifies that solely in the event of a Material Breach Event (as defined in the Purchase Agreement), being (i) the termination of the Merger Agreement (x) by RTB as a result of a material breach by the Company thereof or (y) in light of the failure of any condition to RTB's obligation to close specified in Section 8.02 of the Merger Agreement arising materially from Company's action or refusal

01. Notice

Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing The information contained in Item 1.01 of this Current Report on Form 8-K regarding the PIPE financing is incorporated by reference into this Item 3.01. As previously disclosed in a Current Report on Form 8-K filed with the SEC on April 11, 2025 (the "Original 8-K"), on April 8, 2025 the Company received a notification letter from the Nasdaq Listing Qualifications Staff (the "Staff") of The Nasdaq Stock Market LLC ("Nasdaq") notifying the Company that its amount of stockholders' equity had fallen below the $2,500,000 required minimum for continued listing set forth in Nasdaq Listing Rule 5550(b)(1) (the "Rule"). As noted in the Original 8-K, the Company had until May 23, 2025 to provide Nasdaq with a specific plan to achieve and sustain compliance. The Company submitted its plan to regain compliance on May 21, 2025, and on May 23, 2025, received written notice that, based on review of the compliance plan, the Staff had granted the Company an extension to October 6, 2025 to regain compliance with the Rule. The Company is filing this Current Report on Form 8-K (this "Report") to provide an update to its compliance with the Rule. 2 As a result of the closing of the PIPE financing, the Company believes it has regained compliance with the minimum $2.5 million stockholders' equity requirement for continued listing as set forth in the Rule. In that regard, the Company believes that as of the date of this Report, stockholders' equity exceeds $2.5 million. Nasdaq will continue to monitor the Company's ongoing compliance with the stockholders' equity requirement and, if at the time of its next periodic report the Company does not evidence compliance, it may be subject to delisting. Item3.02. Unregistered Sales of Equity Securities. The information contained in Item 1.01 of this Current Report on Form 8-K regarding the PIPE financing is incorporated by refer

Forward-Looking Statements

Forward-Looking Statements This Report contains "forward-looking statements" within the meaning of Section 21E of the Exchange Act, and the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking expectations and strategies for the future, including statements regarding the Company's regaining and maintaining compliance with Nasdaq listing standards. All forward-looking statements included in this Report are made as of the date of this report, based on information currently available to the Company. The risks and uncertainties that may cause actual results to differ materially from the Company's current expectations are more fully described in the Company's Annual Report on Form 10-K for the year ended December 31, 2024, any subsequently filed Quarterly Reports on Form 10-Q, and its other reports, each as filed with the SEC. Except as required by law, the Company assumes no obligation to update any such forward-looking statement after the date of this report or to conform these forward-looking 3

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits. 2.1 Agreement and Plan of Merger dated as of September 28 2025, by and among RYVYL, Inc. RYVYL Merger Sub Inc. and RTB Digital, Inc. (incorporated by reference to the Exhibit 2.1 of the current report on Form 8K filed with SEC on October 2, 2025) 3.1 Certificate of Designation of Preferences, Rights and Limitations of Series B Convertible Preferred Stock 4.1 Form of Warrant 10.1 Securities Purchase Agreement, dated as of October 6, 2025 104 Cover Page Interactive Data File 4 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Dated: October 7, 2025 RYVYL Inc. By: /s/ George Oliva Name: George Oliva Title: Chief Financial Officer 5

View Full Filing

View this 8-K filing on SEC EDGAR