UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT
TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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Item 8.01. Other Events.
Last
July 2025, RYVYL Inc. (the “Company”) disclosed a settlement with the SEC, whereby it consented to an agreed judgment that
includes no monetary penalty and no admission of wrong-doing. The Company is pleased to announce that the SEC has approved the terms
of the 2025 settlement, which resolves all potential legal claims by the SEC. The complaint and related materials filed by the SEC today
memorialize that resolution (SEC v. RYVYL Inc., et al., Case No. 3-26-cv-02672-WQH-MMP (S.D. Cal.). See attached agreement.
To be clear, the SEC’s complaint does not contain any new or unresolved claims against the Company; it is the memorialization of
an already resolved matter. The final step in closing the matter is for the District Court to endorse the filed agreed judgment, which
the Company expects to occur shortly.
Forward-Looking Statements
This Form 8-K and Press Release contains forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. Such forward-looking statements are characterized by future or conditional verbs such as “may,” “will,” “expect,” “intend,” “anticipate,” “believe,” “estimate” and “continue” or similar words, including statements regarding the Company’s ability to regain compliance with the Nasdaq continued listing standards. You should read statements that contain these words carefully because they discuss future expectations and plans, which contain projections of future results of operations or financial condition or state other forward-looking information. Such statements are only predictions and the Company’s actual results may differ materially from those anticipated in these forward-looking statements. Such forward-looking statements are subject to risks and uncertainties, many of which are beyond the Company’s control, which could cause the Company’s actual results to differ materially from those expressed in or implied by these statements.
By their nature, forward-looking statements address matters that are subject to risks and uncertainties. A variety of factors could cause actual events and results to differ materially from those expressed in or contemplated by the forward-looking statements. Risk factors affecting the Company are discussed in detail in the Company’s filings with the SEC. The Company undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise, except to the extent required by applicable laws. There are a number of risks and uncertainties that could cause actual results to differ materially from the forward-looking statements included in this Form 8-K, including statements regarding the Company’s ability to regain compliance with the Nasdaq continued listing standards, consummating the acquisition of RTB Digital, Inc., being able to integrate the acquired business and continue to operate the acquired business in a successful manner, and other important factors that could cause actual results to differ materially from those projected and those discussed under risk factors in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 and other filings filed with the SEC (including its Current Reports on Form 8-K and Quarterly Reports on Form 10-Q). Forward-looking statements speak only as of the date they are made. The Company does not assume any obligation to update forward-looking statements as circumstances change. The Company gives no assurance that it will achieve its expectations.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
| Exhibit No. | Name of Exhibit | |
| 99.1 | Consent and final judgment | |
| 104 | Cover Page Interactive Data File (embedded within the inline XBRL document). |
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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 29, 2026 | RYVYL Inc. | ||
| By: | /s/ George Oliva | ||
| Name: | George Oliva | ||
| Title: | Interim Chief Executive Officer and Chief Financial Officer | ||
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