Ryvyl Inc. 8-K Filing

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Key Financial Figures

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

Filing Documents

• rvyl8k123025.htm (8-K) — 29KB
• rvylex3-1ia.htm (EX-3.1IA) — 2KB
• rvylex3-1ib.htm (EX-3.1IB) — 0KB
• rvylex99-1.htm (EX-99.1) — 9KB
• ex3-1ia_001.jpg (GRAPHIC) — 234KB
• ex3-1ia_002.jpg (GRAPHIC) — 168KB
• ex3-1ia_003.jpg (GRAPHIC) — 31KB
• ex3-1ia_004.jpg (GRAPHIC) — 56KB
• ex3-1ib_001.jpg (GRAPHIC) — 259KB
• 0001185185-25-002199.txt ( ) — 1240KB
• rvyl-20251219.xsd (EX-101.SCH) — 3KB
• rvyl-20251219_lab.xml (EX-101.LAB) — 33KB
• rvyl-20251219_pre.xml (EX-101.PRE) — 22KB
• rvyl8k123025_htm.xml (XML) — 3KB

03 Material Modification to Rights of Security Holders

Item 3.03 Material Modification to Rights of Security Holders. The information contained in Item 5.03 below is incorporated by reference into this Item 3.03.

03 Amendments to Articles of Incorporation or Bylaws; Change

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. As previously disclosed, on December 15, 2025, RYVYL Inc. (the "Company") held its 2025 annual meeting of stockholders (the "Annual Meeting"). At the Annual Meeting, the Company's stockholders approved, among other proposals, an amendment to the Company's amended and restated articles of incorporation, as amended (the "Articles of Incorporation"), to increase the number of authorized shares of the Company's common stock, par value $0.001 per share (the "Common Stock"), from 100,000,000 shares to 500,000,000 shares (the "Authorized Share Increase"). Following such stockholder approval, on December 19, 2025, the Company filed a certificate of amendment to the Articles of Incorporation (the "Certificate of Amendment") with the Secretary of State of the State of Nevada to effect the Authorized Share Increase, which became effective upon filing. At the Annual Meeting, the Company's stockholders also approved a reverse stock split of the outstanding shares of Common Stock at a ratio between one-for-twenty (1-for-20) and one-for-fifty (1-for-50) no later than June 30, 2026, with such ratio to be determined by the Company's board of directors (the "Reverse Stock Split"). On December 30, 2025, the Company, acting pursuant to the authority received from the Company's board of directors, filed a certificate of change to its Articles of Incorporation (the "Certificate of Change") with the Secretary of State of the State of Nevada to effect the Reverse Stock Split at a ratio of one-for-thirty-five (1-for-35), such that every thirty-five (35) shares of Common Stock issued and outstanding would be converted and exchanged into one (1) share of Common Stock. The Reverse Stock Split will become effective at 5:00 p.m. Eastern Time on January 1, 2026 and will begin trading on the Nasdaq Capital Market on a split-adjusted basis at the start of trading on January 2, 2026. The Reverse Stock Split did n

01 Other Events

Item 8.01 Other Events. On December 30, 2025, the Company issued a press release announcing the Reverse Stock Split (the "Press Release"). A copy of the Press Release is filed as Exhibit 99.1 to this Form 8-K and is incorporated herein by reference.

Forward-Looking Statements

Forward-Looking Statements Exhibit 99.1 attached to this Form 8-K contains, and may implicate, forward-looking statements regarding the Company, and includes cautionary statements identifying important factors that could cause actual results to differ materially from those anticipated.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit No. Name of Exhibit 3.1(i)(a) Certificate of Amendment, effective December 19, 2025 3.1(i)(b) Certificate of Change, effective January 1, 2026 99.1 Press Release, issued on December 30, 2025 104 Cover Page Interactive Data File (embedded within the inline XBRL document). 1

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. RYVYL Inc. By: /s/ George Oliva Name: George Oliva Title: Interim Chief Executive Officer and Chief Financial Officer Dated: December 30, 2025 2

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