8-K

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): December 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) (Zip Code)

Registrant’s telephone number, including area code: (619) 631-8261

(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 par value	RVYL	The Nasdaq Stock Market LLC (Nasdaq Capital Market)

Indicate by check mark whether the registrant is an emerging growth company as defined in 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 8.01 Other Events.

Nasdaq Compliance

On December 13, 2023, RYVYL Inc. (the “Company”) received a written notice (the “Notice”) from the Office of General Counsel of The Nasdaq Stock Market LLC (“Nasdaq”) that the Listing Qualifications Department (the “Staff”) of Nasdaq determined that the Company’s deficiency under Nasdaq Listing Rule 5550(b) has been cured, since it had determined that the Company, as of that date had stockholders’ equity of at least $2.5 million (the “Equity Standard”). Therefore, the scheduled hearing before the Hearings Panel (“Panel”) on January 18, 2024, has been cancelled. The Company’s securities will continue to be listed and traded on Nasdaq, provided the Company remains under a Discretionary Panel Monitor until January 2, 2024.

As previously reported in a Current Report on Form 8-K filed by the Company with the Securities and Exchange Commission (“SEC”) on August 15, 2023, on August 3, 2023,the Company received a written notice from Staff indicating that it had regained compliance with the minimum bid price requirement under Nasdaq Listing Rule 5550(a)(2) but that the Staff had also imposed a panel monitor, for a period of six months until February 3, 2024, pursuant to which the Staff of Nasdaq would promptly issue a Staff delisting determination, if the Company failed any Nasdaq listing standard during the six-month panel monitor period.

As subsequently reported in a Current Report on Form 8-K filed with the SEC on October 20, 2023, on October 19, 2023, the Company received a determination letter (the “Letter”) from the Staff stating that the Company was not in compliance with the Market Value of Listed Securities (“MVLS”) Standard, since the Company’s common stock, par value $0.001, was below the $35 million minimum MVLS requirement for continued listing on Nasdaq under Nasdaq Listing Rule 5550(b)(2) and had not been at least $35 million for the previous 30 consecutive business days. As such, the Letter stated that the Staff would commence delisting proceedings against the Company. The Company was provided with the right to appeal the Staff’s determination and a hearing was scheduled to be heard by the Panel on January 18, 2024. As reported above, as a result of the Staff’s determination that the Company has met the Equity Standard, such hearing was cancelled.

Press Release

On December 18, 2023, the Company issued a press release announcing that it had regained compliance with the Nasdaq Listing Rules. The Press Release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

Exhibit No.	Description
99.1**	Press Release, dated December 18, 2023
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

** Furnished herewith

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	RYVYL Inc.
Date: December 18, 2023	By:	/s/ Fredi Nisan
		Name: Fredi Nisan
		Title: Chief Executive Officer

EX-99.1

Exhibit 99.1

RYVYL Regains Compliance with Nasdaq Continued Listing Requirements

Recently completed convertible debt for preferred equity exchange transactions reduced debt by over $60 million, substantially increasing net stockholders’ equity

SAN DIEGO, CA – December 18, 2023 – RYVYL Inc. (NASDAQ: RVYL) ("RYVYL” or the "Company"), a leading innovator of payment transaction solutions leveraging proprietary blockchain ledger and electronic token technology for the diverse international markets, has received confirmation from The Nasdaq Stock Market LLC (“Nasdaq”) that it has regained compliance with Nasdaq’s listing requirements by satisfying the minimum stockholders’ equity requirement of $2.5 million under Nasdaq Continued Listing Rule 5550(b)(1).

“The strategic financial transactions recently undertaken by RYVYL have resulted in the restoration of compliance with Nasdaq regulations as well as greater equity investment exposure by our largest investor,” said Ben Errez, Chairman of RYVYL. “With a much stronger balance sheet and continued listing of our common stock on Nasdaq, we believe that we are well-positioned to invest in growth and drive the expansion of our payment transaction technology and expand our global reach.”

On November 29, 2023, RYVYL closed an exchange transaction (the “Exchange”) as reported in a Current Report on Form 8-K filed with the Securities and Exchange Commission (“SEC”) on December 4, 2023, which reduced the principal amount on a convertible note held by such large investor by $60,303,000. As a result of the Exchange RYVYL erased a stockholders’ deficit of approximately $24.7 million at September 30, 2023, and now satisfies the minimum $2.5 million stockholders’ equity listing requirement, bringing RYVYL back into compliance with all applicable requirements for continued listing on The Nasdaq Capital Market, as of December 13, 2023. In addition, Nasdaq has confirmed that the matter of the Company’s previous notice of non-compliance under Listing Rule 5550(a)(2), Market Value of Listed Securities (“MVLS”) Standard, has been closed.

Additional information can be found in the Company's Current Report on Form 8-K, which will be filed with the SEC promptly after the issuance of this press release, and will be available on the Edgar Database on the SEC’s website and RYVYL's Investor Relations website at https://investors.ryvyl.com/financials/sec-filings/

About RYVYL

RYVYL Inc. (NASDAQ: RVYL) was born from a passion for empowering a new way to conduct business-to-business, consumer-to-business, and peer-to-peer payment transactions around the globe. By leveraging proprietary blockchain ledger and electronic token technology for the diverse international markets, RYVYL is a leading innovator of payment transaction solutions reinventing the future of financial transactions. Since its founding as GreenBox POS. in 2017 in San Diego, RYVYL has developed applications enabling an end-to-end suite of turnkey financial products with enhanced security and data privacy, world-class identity theft protection, and rapid speed to settlement. As a result, the platform can log immense volumes of immutable transactional records at the speed of the internet for first-tier partners, merchants, and consumers around the globe. www.ryvyl.com

Cautionary Note Regarding Forward-Looking Statements.

This press release includes information that constitutes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements are based on the Company's current beliefs, assumptions and expectations regarding future events, which in turn are based on information currently available to the Company. Such forward-looking statements include statements regarding the timing of the filing of the aforementioned periodic reports. 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, including the risk that the completion and filing of the aforementioned periodic reports will take longer than expected and that additional information may become known prior to the expected filing of the aforementioned periodic reports with the SEC. Other 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.

Investor Relations Contact
Mark Schwalenberg
MZ Group - MZ North America
312-261-6430
RVYL@mzgroup.us
www.mzgroup.us

XML

Document And Entity Information	Dec. 13, 2023
Document Information Line Items
Entity Registrant Name	RYVYL INC.
Trading Symbol	RVYL
Document Type	8-K
Amendment Flag	false
Entity Central Index Key	0001419275
Document Period End Date	Dec. 13, 2023
Entity Emerging Growth Company	false
Entity Incorporation, State or Country Code	NV
Entity File Number	001-34294
Entity Tax Identification Number	22-3962936
Entity Address, Address Line One	3131 Camino Del Rio North, Suite 1400
Entity Address, City or Town	San Diego
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	CA 92108
City Area Code	(619)
Local Phone Number	631-8261
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, par value $0.001 par value
Security Exchange Name	NASDAQ