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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

 

FORM 8-K

 

 

 

CURRENT REPORT

 

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

 

Date of Report (Date of earliest event reported): March 14, 2025

 

RYVYL Inc.

(Exact name of registrant as specified in its charter)

 

Nevada   001-34294   22-3962936
(State or other jurisdiction
of incorporation)
  (Commission
File Number)
  (IRS Employer
Identification No.)

 

3131 Camino Del Rio North, Suite 1400
San Diego, CA 92108

(Address of principal executive offices, including zip code)

 

Registrants telephone number, including area code: (619) 631-8261

 

Not Applicable

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
   
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
   
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
   
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading symbol(s)   Name of each exchange on which registered
Common Stock, par value $0.001 per share   RVYL   The Nasdaq Stock Market LLC
(Nasdaq Capital Market)

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

 

 

 

 

 

 

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

(e) Material Compensatory Plan, Contract or Arrangement

 

On March 14, 2025, the Compensation Committee (the “Committee”) of the Board of Directors (the “Board”) of RYVYL Inc. (the “Company”), approved and ratified, pursuant to a unanimous written consent, the following material compensatory plan, contract or arrangement: (i) salary increase to $375,000, retroactive to January 1, 2025, for Mr. George Oliva, the Chief Financial Officer of the Company; and (ii) a one-time grant of restricted stock unit awards (the “RSAs”) of the Company’s common stock, par value $0.001 per share, to each of Mr. Ben Errez, the Executive Vice President and Chairman, for 380,000 RSAs, Mr. Fredi Nisan, the Chief Executive Officer, for 380,000 RSAs, and Mr. Oliva, for 272,000 RSAs, amongst other employees of the Company, pursuant to the Company’s 2023 Amended and Restated Equity Incentive Plan. The RSAs were granted on April 8, 2025, vest over a period between May 15, 2025, and February 18, 2028, and have a grant date value of $300,200, $300,200, and $214,880, for each of Mr. Errez, Mr. Nisan, and Mr. Oliva, respectively.

 

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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: April 10, 2025 RYVYL Inc.
     
  By: /s/ Fredi Nisan
    Name:  Fredi Nisan
    Title: Chief Executive Officer

 

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