RVYL

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0001419275

2025-02-25 2025-02-25

iso4217:USD

xbrli:shares

iso4217:USD

xbrli:shares

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): February 25, 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)

Registrant’s 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 2.02. Results of Operations and Financial Condition.

On February 25, 2025, RYVYL Inc., a Nevada corporation (the “Company”), issued a press release including certain preliminary financial and operating results for the year ended December 31, 2024. The press release also contains information providing certain 2025 revenue and operating guidance for the Company. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K (the “Current Report”) and is incorporated herein by reference.

You are advised that the financial information presented in the press release is based on preliminary, unaudited financial statements prepared by management, for the year ended December 31, 2024, and has not yet been reviewed by the Company’s independent auditors. Accordingly, such financial information may be subject to change. All information contained in the press release is qualified with reference to the audited financial results for the year ended December 31, 2024, which is expected to be released on or around March 13, 2025, in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, and will be posted on www.SEC.gov and on the Company’s website at www.investors.ryvyl.com/financials/sec-filings/. While the Company does not expect there to be any material changes to the financial information provided in the press release, any variation between the Company’s actual results and the preliminary financial information set forth in the press release may be material.

The information in this Item 2.02 and Exhibit 99.1 attached hereto will not be deemed “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section, nor will it be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except as expressly set forth by specific reference in such filing.

Item 7.01. Regulation FD Disclosure.

The Company also reported in the press release that it intends to explore fundraising options, including term debt and/or equity financing to fund the termination payment of $16.5 million of its previously announced financing and asset sale agreement entered into on January 24, 2025, for the sale of the Company’s RYVYL EU subsidiary. Potential fundraising sources include an equity raise of up to $20 million pursuant to the Company’s S-1 registration statement filed on February 14, 2025.

The information in this Item 7.01 and Exhibit 99.1 will not be deemed “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section, nor will it be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except as expressly set forth by specific reference in such filing.

1

Forward-Looking

Statements

This Current R

ryvyl20240119_8k.htm

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): January 19, 2024

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)

Registrant’s 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 2.02.

Results of Operations and Financial Condition.

On January 19, 2024, RYVYL Inc., a Nevada corporation (the “Company”), issued a press release including certain preliminary financial and operating results for the year ended December 31, 2023. The press release also contains information providing certain 2024 revenue guidance for the Company. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K (the “Current Report”).

You are advised that the financial information presented in the press release is based on preliminary, unaudited financial statements prepared by management, for the year ended December 31, 2023, and has not yet been reviewed by the Company's independent auditors. Accordingly, such financial information may be subject to change. All information contained in the press release is qualified with reference to the audited financial results for the year ended December 31, 2023, which is expected to be released on or around March 26, 2024, in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, and will be posted on www.SEC.gov. While the Company does not expect there to be any material changes to the financial information provided in the press release, any variation between the Company's actual results and the preliminary financial information set forth in the press release may be material.

The press release contains certain statements and information that speak to the Company’s expectations or predictions of the future. These statements and information may constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). 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. Please see the Company’s disclosures regarding risk factors and forward-looking statements in its filings with SEC (including its Current Reports on Form 8-K, Quarterly Reports on Form 10-Q, and most recent Annual Report on Form 10-K, as amended) for a discussion of the known material factors that could cause the Company’s actual results to differ materially from those indicated or implied by such forward-looking statements.

The information in this Item 2.02 and Exhibit 99.1 attached hereto will not be deemed “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section, nor will it be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except as expressly set forth by specific reference in such filing.

Item 7.01.

Regulation FD Disclosure.

The Company also reported in the press release that it

ryvyl20231113_8k.htm

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): November 13, 2023

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)

Registrant’s 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 2.02.

Results of Operations and Financial Condition.

On October 26, 2023, RYVYL Inc., a Nevada corporation (the “Company”), issued a press release announcing its preliminary financial and operating results for the quarter ended September 30, 2023. Such press release was filed as an exhibit to the Company’s Current Report on Form 8-K with the Securities and Exchange Commission (SEC”) on the same date.

On November 13, 2023, the Company issued a press release (“Earnings Release”) announcing its final financial and operating results for the quarter ended September 30, 2023. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K (the “Current Report”). You are advised that financial information in the Earnings Release for the quarter ended September 30, 2023 is unaudited. The Company also filed its unaudited financial statements for the quarter ended September 30, 2023 with its Quarterly Report on Form 10-Q on November 13, 2023.

The Earnings Release contains certain statements and information that speak to the Company’s expectations or predictions of the future. These statements and information may constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). 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. Please see the Company’s disclosures regarding risk factors and forward-looking statements in its filings with SEC (including its Current Reports on Form 8-K, Quarterly Reports on Form 10-Q, and most recent Annual Report on Form 10-K, as amended) for a discussion of the known material factors that could cause the Company’s actual results to differ materially from those indicated or implied by such forward-looking statements.

The information in this Item 2.02 and Exhibit 99.1 attached hereto will not be deemed “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section, nor will it be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except as expressly set forth by specific reference in such filing.

Item 7.01.

Regulation FD Disclosure.

The Company also held a conference call and audio webcast at 4:30 p.m. Eastern Time on November 13, 2023 (“Earnings Call”) in which it discussed its third quarter 2023 results. A replay of the call will be available through January 13, 2024, by calling 1-844-512-2921 within the United States or 1-412-317-6671 when calling internationally and entering access ID 10183517. An archived version of the webcast will also be available for 90 days on the IR section of