RYVYL Inc. Files 2024 Proxy Statement

TL;DR

RYVYL (RVYL) filed its 2024 proxy statement. Shareholders vote on company matters.

AI Summary

RYVYL Inc. filed a Definitive Proxy Statement (DEF 14A) on November 5, 2024, for its fiscal year ending December 31, 2024. The filing, which requires no fee, pertains to the company's proxy materials. RYVYL Inc. was formerly known as GreenBox POS.

Why It Matters

This filing is crucial for shareholders as it contains important information regarding upcoming shareholder meetings, voting procedures, and executive compensation, all of which can impact investment decisions.

Risk Assessment

Risk Level: low — This is a routine filing of a proxy statement, not indicating any immediate financial distress or significant operational changes.

Key Players & Entities

• RYVYL Inc. (company) — Registrant
• GreenBox POS (company) — Former company name
• November 5, 2024 (date) — Filing date
• December 31, 2024 (date) — Fiscal year end

FAQ

Key Financial Figures

• $0.01 — Convertible Preferred Stock, par value $0.01 per share (the "Series B Preferred Stoc
• $10,500 — gent and will pay fees of approximately $10,500, plus certain out-of-pocket expenses to

Filing Documents

• ryvyl20241105_def14a.htm (DEF 14A) — 405KB
• proxy1.jpg (GRAPHIC) — 136KB
• proxy2.jpg (GRAPHIC) — 108KB
• ryvyl20241105_def14aimg001.jpg (GRAPHIC) — 3KB
• 0001185185-24-001080.txt ( ) — 748KB

EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION 13 Summary Compensation Table 13 Outstanding Equity Awards at Fiscal Year-End 16 Pay versus Performance 16 DIRECTOR COMPENSATION 17 Non-Employee Director Compensation Table 17 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE 18 Related Party Transactions 18 Indemnification Under Articles of Incorporation and Bylaws; Indemnification Agreements 19 Policy Regarding Related Party Transactions 19 PROPOSAL NO. 1 — ELECTION OF DIRECTORS 20 Votes Required 20 Board Recommendation 20 PROPOSAL NO. 2 — RATIFICATION OF THE APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 21 Fees Paid to Auditor 21 Audit Committee Pre-Approval Policies and Procedures 22 Audit Committee Report 22 Votes Required 22 Board Recommendation 22 PROPOSAL NO. 3 — APPROVAL UNDER NASDAQ LISTING RULE 5635(D), OF OUR ISSUANCE OF SHARES OF COMMON STOCK, PURSUANT TO CONVERSION OF SHARES OF OUR SERIES B PREFERRED STOCK HELD BY AN INSTITUTIONAL INVESTOR, EQUAL TO OR GREATER THAN 20% OF THE NUMBER OF SHARES OF OUR COMMON STOCK OUTSTANDING ON THE DATE WE ENTERED INTO AN EXCHANGE AGREEMENT WITH SUCH INSTITUTIONAL INVESTOR 23 Background and Description of Proposal 23 Reason for the Exchanges 23 Proposal to Approve the Issuance of Conversion Shares 24 Dilution to the other Stockholders as a Result of the Conversion Shares 24 Company's Need to Substantially Reduce its Outstanding Indebtedness 24 Votes Required 25 Board Recommendation 25 PROPOSAL NO. 4 — Approval of amendments to the 2023 equity incentive plan (the " 2023 EIP " ); to increase the number of shares of common stock reserved for issuance with respect to awards granted under the 2023 EIP from 1,098,262 shares of common stock to 5,098,262 shares of common stock, and to increase the number of shares that can be issued upon exercise of Incentive Stock Options under the 2023 EIP from 1,098,262 shares of common stock to 5,098,

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 28 OTHER BUSINESS 28 STOCKHOLDER PROPOSALS FOR THE 2025 ANNUAL MEETING 29 HOUSEHOLDING 29 DOCUMENTS INCORPORATED BY REFERENCE 29 ANNUAL REPORT ON FORM 10-K 29 OTHER MATTERS 29 GENERAL INFORMATION ABOUT THE ANNUAL MEETING AND VOTING QUESTIONS AND ANSWERS ABOUT THE 2024 ANNUAL MEETING Why am I Receiving these Materials? This Proxy Statement and the accompanying materials are being provided for the solicitation of proxies by our Board of Directors for the 2024 Annual Meeting. What is Included in these Materials? These materials include the Notice, this Proxy Statement, a proxy card, and our 2023 Annual Report. What is the Purpose of the 2024 Annual Meeting? This is the 2024 Annual Meeting of the Company's Stockholders. At the meeting, you will be voting upon: (1) The election of five directors to hold office until the next annual meeting and until their respective successors are elected and qualified; (2) The ratification of the appointment of Simon & Edward, LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2024; (3) The approval under Nasdaq Listing Rule 5635(d), of our issuance of shares of common stock, pursuant to conversion of shares of our Series B Preferred Stock held by an institutional investor, equal to or greater than 20% of the number of shares of our common stock outstanding on the date we entered into an Exchange Agreement with such institutional investor; (4) Approval of amendments to the 2023 equity incentive plan (the "2023 EIP"); to increase the number of shares of common stock reserved for issuance with respect to awards granted under the 2023 EIP from 1,098,262 shares of common stock to 5,098,262 shares of common stock, and to increase the number of shares that can be issued upon exercise of Incentive Stock Options under the 2023 EIP from 1,098,262 shares of common stock to 5,098,262 shares of common

View Full Filing

View this DEF 14A filing on SEC EDGAR