RYVYL Proposes Reverse Stock Split, Massive Share Increase Ahead of Annual Meeting

TL;DR

**RVYL is playing a high-stakes game with a reverse split and massive share authorization increase; tread carefully, dilution risk is real.**

AI Summary

RYVYL Inc. (RVYL) is holding its 2025 Annual Meeting on October 23, 2025, as a virtual event. Key proposals include the election of four directors, ratification of Simon & Edward, LLP as the independent auditor for fiscal year 2025, and two significant amendments to the Amended and Restated Articles of Incorporation. The first amendment proposes a reverse stock split of common stock at a ratio between one-for-five and one-for-fifteen, aimed at potentially meeting Nasdaq listing requirements. The second amendment seeks to increase the authorized shares of common stock from 100,000,000 to 500,000,000. The Board of Directors unanimously recommends a 'FOR' vote on all proposals. As of the September 10, 2025 Record Date, there were 31,770,324 shares of common stock outstanding, each entitled to one vote. The company is using 'Full Set Delivery' for proxy materials, distributing paper copies and providing online access.

Why It Matters

RYVYL's proposed reverse stock split, ranging from one-for-five to one-for-fifteen, is a critical move to potentially regain compliance with Nasdaq's minimum bid price requirements, directly impacting the stock's liquidity and investor confidence. Simultaneously, the request to increase authorized shares from 100 million to 500 million could signal future capital raises or strategic acquisitions, potentially diluting existing shareholder value if not managed carefully. For investors, these proposals represent a double-edged sword: a reverse split could stabilize the stock price, while increased authorized shares could lead to significant dilution, affecting RVYL's competitive position in the fintech sector.

Risk Assessment

Risk Level: high — The proposal for a reverse stock split (one-for-five to one-for-fifteen) indicates the company is likely facing delisting concerns from Nasdaq, a significant risk for liquidity and investor perception. Furthermore, the request to increase authorized shares from 100,000,000 to 500,000,000 introduces substantial potential for future dilution, which could severely impact existing shareholders' equity and share price.

Analyst Insight

Investors should carefully evaluate the implications of both the reverse stock split and the authorized share increase. Consider voting against the authorized share increase if you are concerned about immediate dilution, and monitor the stock's performance post-reverse split for sustained compliance with Nasdaq requirements. This is a speculative play.

Executive Compensation

Key Numbers

• 31,770,324 — Shares of common stock outstanding (As of the September 10, 2025 Record Date, each share entitles the holder to one vote.)
• 100,000,000 — Current authorized shares (The current maximum number of common shares RYVYL Inc. is permitted to issue.)
• 500,000,000 — Proposed authorized shares (The new maximum number of common shares RYVYL Inc. seeks to authorize, a 400% increase.)
• 1:5 — Minimum reverse stock split ratio (The lowest proposed ratio for the reverse stock split, meaning 5 old shares become 1 new share.)
• 1:15 — Maximum reverse stock split ratio (The highest proposed ratio for the reverse stock split, meaning 15 old shares become 1 new share.)
• October 23, 2025 — Annual Meeting Date (Date of the 2025 Annual Meeting of Stockholders.)
• September 10, 2025 — Record Date (Date for determining stockholders entitled to vote at the 2025 Annual Meeting.)

Key Players & Entities

• RYVYL Inc. (company) — Registrant and company holding the 2025 Annual Meeting
• RVYL (company) — Ticker symbol for RYVYL Inc.
• Fredi Nisan (person) — Director and Chief Executive Officer of RYVYL Inc.
• Simon & Edward, LLP (company) — Independent registered public accounting firm for RYVYL Inc.
• Nasdaq (regulator) — Stock exchange with listing requirements
• SEC (regulator) — Securities and Exchange Commission
• $0.001 (dollar_amount) — Par value per share of common stock
• 31,770,324 (dollar_amount) — Shares of common stock outstanding on Record Date
• 100,000,000 (dollar_amount) — Current authorized shares of common stock
• 500,000,000 (dollar_amount) — Proposed authorized shares of common stock

FAQ

Risk Factors

• Nasdaq Listing Requirements [high — regulatory]: The company is proposing a reverse stock split (1:5 to 1:15) and an increase in authorized shares (100M to 500M) to potentially meet Nasdaq listing requirements. Failure to meet these requirements could lead to delisting.
• Dilutive Effects of Share Increase [medium — financial]: Increasing authorized shares from 100,000,000 to 500,000,000 could lead to significant dilution for existing shareholders if new shares are issued without a corresponding increase in company value.
• Reverse Stock Split Disadvantages [medium — operational]: A reverse stock split may not achieve the desired increase in stock price and could negatively impact liquidity and investor perception. It may also lead to a higher proportion of fractional shares.

Industry Context

RYVYL Inc. operates in the payments industry, a sector characterized by rapid technological advancement, increasing competition, and evolving regulatory landscapes. Companies in this space often focus on enhancing transaction processing efficiency, security, and user experience. The need for RYVYL to potentially adjust its capital structure through a reverse stock split and share authorization increase suggests a focus on meeting exchange listing requirements, which is common for companies seeking to maintain or improve their market visibility and access to capital.

Regulatory Implications

The primary regulatory concern for RYVYL is meeting the listing requirements of the Nasdaq stock exchange. Failure to do so could result in delisting, significantly impacting the stock's liquidity and investor confidence. The proposed reverse stock split and increase in authorized shares are direct responses to these potential listing challenges.

What Investors Should Do

1. Review the details of the proposed reverse stock split (1:5 to 1:15) and the increase in authorized shares (100M to 500M) to understand their potential impact on share value and dilution.
2. Consider the company's stated rationale for these proposals, which is to meet Nasdaq listing requirements, and assess the likelihood of success.
3. Evaluate the election of directors and the ratification of the independent auditor, as these are standard but important governance matters.
4. Understand the voting requirements for each proposal, as outlined in the proxy statement, to cast an informed vote.

Key Dates

• 2025-10-23: 2025 Annual Meeting of Stockholders — Key proposals, including director elections and amendments to the company's charter, will be voted on by shareholders.
• 2025-09-10: Record Date — Determined the shareholders eligible to vote at the 2025 Annual Meeting.
• 2024-12-31: Fiscal Year End — The independent auditor is being ratified for this fiscal year.

Glossary

DEF 14A

A proxy statement filed with the SEC by publicly traded companies that are soliciting shareholder votes. (This document contains the information presented, including proposals for the annual meeting and details about executive compensation and corporate governance.)

Reverse Stock Split

A corporate action where a company reduces the number of its outstanding shares by consolidating them into fewer, proportionally more valuable shares. (RYVYL is proposing a reverse split to potentially meet Nasdaq listing requirements, aiming to increase its stock price per share.)

Authorized Shares

The maximum number of shares of stock that a corporation is legally permitted to issue, as specified in its charter. (RYVYL is seeking to increase its authorized shares to provide flexibility for future financing or strategic initiatives.)

Record Date

A specific date set by a company to determine which shareholders are eligible to receive dividends, vote on corporate matters, or receive other distributions. (Establishes the list of shareholders entitled to vote at the 2025 Annual Meeting.)

Proxy Statement

A document that the SEC requires companies to provide to shareholders before a shareholder meeting, containing information about the matters to be voted on. (This filing is the proxy statement for RYVYL's 2025 Annual Meeting, detailing the proposals and board recommendations.)

Year-Over-Year Comparison

This filing does not provide comparative financial data from a previous DEF 14A filing. However, the key focus of this proxy statement is on upcoming corporate actions rather than a review of past financial performance. The proposals for a reverse stock split and increased authorized shares indicate a strategic shift or a response to current market conditions and listing requirements, suggesting a proactive approach to financial and operational stability.

Key Financial Figures

• $0.001 — f the Company's common stock, par value $0.001 per share, at a ratio of between one-fo
• $8,000 — gent and will pay fees of approximately $8,000, plus certain out-of-pocket expenses to

Filing Documents

• rvyldef14a091825.htm (DEF 14A) — 435KB
• image_001.jpg (GRAPHIC) — 3KB
• annexa_001.jpg (GRAPHIC) — 426KB
• annexb_001.jpg (GRAPHIC) — 429KB
• annexb_002.jpg (GRAPHIC) — 301KB
• proxy_001.jpg (GRAPHIC) — 522KB
• proxy_002.jpg (GRAPHIC) — 351KB
• 0001185185-25-001267.txt ( ) — 6116KB
• rvyl-20250919.xsd (EX-101.SCH) — 9KB
• rvyl-20250919_lab.xml (EX-101.LAB) — 33KB
• rvyldef14a091825_htm.xml (XML) — 21KB

EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION 13 Summary Compensation Table 13 Outstanding Equity Awards at Fiscal Year-End 14 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 i PROPOSAL NO. 3- APPROVAL OF REVERSE SPLIT 23 Introduction 23 Reasons for Reverse Split; Nasdaq Requirements for Continued Listing 24 Potential Disadvantages of the Reverse Split 24 Effecting the Reverse Split 25 Effect on Outstanding Shares, option and Certain other Securities 26 Effect on Registration 26 Fractional Shares; Exchange of Stock Certificates 26 Anti-Takeover and Dilutive Effects 27 Accounting Consequences 27 Federal Income Tax Consequences 27 Text of Proposed Reverse Split Amendment; Effectiveness 2 Votes Required 27 Board Recommendation 27 PROPOSAL NO. 4- APPROVAL OF INCREASE IN AUTHORIZED SHARES 28 General 28 Current Capital Structure 28 Background and Purpose of Amendment 28 Rights of Additional Authorized Shares 29 Potential Adverse Effects of the Amendment 29 Text of Proposed Increase in Authorized Shares Amendment Effectiveness Text of Proposed Increase in Authorized 29 Votes Required 29 Board Recommendation 29 HOUSEHOLDING 31 DOCUMENTS INCORPORATED BY REFERENCE 32 ANNUAL REPORT ON FORM 10-K 32 OTHER MATTERS 3

Business

Business Experience of Executive Officers Fredi Nisan has served as a Director and our Chief Executive Officer since July 2017, and has been a principal of the Company since August 2017. Mr. Nisan is not a nominee for election to the Board at the 2025 Annual Meeting and will not continue as Director thereafter. In May 2016, Nisan founded Firmness, LLC. Through Firmness, Nisan created "QuickCitizen," a software program that simplifies the onboarding process for new clients of law firms specializing in immigration issues. The QuickCitizen software significantly reduced law firm's onboarding processing time from more than three hours to approximately fifteen minutes. In January 2010, Nisan launched Brava POS, where he served as President until 2015. Brava POS provided point of sale ("POS") systems for specialty retail companies. Nisan developed software to provide clients with solutions for issues ranging from inventory management to payroll to processing high volume transactions in the form of a cloud-based POS system. This system had the capability to manage multiple stores with centralized inventory and process sales without an internet connection, and offered a secure login for each employee, as well as including advanced inventory management and reporting, plus powerful functionality for its end users. Zechariah Kirscher has served on the Company's internal legal team since May 2022, when he joined as Senior Counsel, and was later appointed VP of Legal Affairs in April 2023. Prior to joining the Company, Mr. Kirscher spent nearly a decade working in law firms in Southern California, most recently at Cooley LLP from April 2021 to May 2022 and, before that, DLA Piper (US) from September 2015 to April 2021. While at Cooley and DLA, Mr. Kirscher represented banks, lenders, private funds, and companies in primarily the venture lending space. Today, Mr. Kirscher leverages his experience with early stage companies to contribute to the growth and success of RYVYL as it

View Full Filing

View this DEF 14A filing on SEC EDGAR