8-K
RTB Digital, Inc. (RTB)
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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): June 1, 2023
RYVYL Inc.
(Exact name of registrant as specified in its charter)
| Nevada | 001-34294 | 22-3962936 |
|---|---|---|
| (State or other jurisdiction of | (Commission | (IRS Employer |
| incorporation or organization) | File Number) | Identification No.) |
| 3131 Camino Del Rio North, Suite 1400 | ||
| --- | ||
| San Diego, CA 92108 | ||
| (Address of principal executive offices) | ||
| (619) 631 8261 | ||
| (Registrant’s telephone number, including area code) |
(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, $0.001 par value | RVYL | The Nasdaq Stock Market LLC |
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.
On June 1, 2023, RYVYL Inc. (the “Company”) appointed Gene Jones as the Company’s Interim Chief Financial Officer, effective as of June 1, 2023 replacing Mary Lay Hoitt who left the Company on the same day.
Since 2021, Mr. Jones 71, has been a partner in the Houston office of SeatonHill Partners, LP (“SeatonHill), a CFO services firm that also offers project based financial leadership.
For over 35 years he has served within various executive roles including Chief Financial Officer, Chief Operating Officer, Corporate Treasurer and Controller for public, private equity, venture funded, and start-up companies. He has long history of helping firms of all sizes with financial management, IT, human resources, risk management, and technology services. Key verticals served include technology services, manufacturing and distribution, retail, restaurants, law firms, litigation support services, and physician practice management. Areas of focus include companies in transition, especially those challenged by leadership changes or process remediation, and companies in need of emergency funding or fraud detection and investigation. Gene’s extensive experience includes 10 years with KPMG where he managed several hundred engagements, the implementation of over 40 M&A transactions, and leading the sales process for six different private equity firms.
Mr. Jones earned an MBA from the Indiana University and a BS in Accounting from St. Joseph’s College. Jones is a licensed CPA in Texas.
There is no arrangement or understanding between Mr. Jones and any other person pursuant to which he was selected to serve as Interim Chief Financial Officer. Mr. Jones does not have any family relationships with any of the Company’s executive officers or directors, and does not have any direct or indirect material interest in any transaction or proposed transaction required to be reported under Item 404(a) of Regulation S-K other than the amounts paid to SeatonHill as detailed below.
In connection with Mr. Jones’ appointment as Interim Chief Financial Officer, the Company entered into an Executive Services Agreement with an effective date of June 1, 2023, with SeatonHill (the “ESA”). Since this is an interim fractional role, pursuant to the ESA, the Company will pay SeatonHill $375 per hour, plus a three percent (3%) administrative fee. The Company will reimburse SeatonHill for travel and other approved expenses. The ESA can be terminated by either party with thirty (30) days advance written notice.
The ESA replaces an Executive Service Agreement between the Company and SeatonHill for the assignment by Ms. Hoitt as the Interim Chief Financial Officer between March 9, 2023 and May 31, 2023. Pursuant to the ESA, SeatonHill was paid a total of $106,322.58 between March 9^th^ and May 31^st^ for Ms. Hoitt’s services.
Mr. Jones previously provided certain financial and administrative consulting services under a Professional Services Agreement with SeatonHill, dated March 15, 2023, pursuant to which SeatonHill was paid $375 per hour, plus a three percent (3%) administrative fee. Since March 15th, SeatonHill has been paid a total of $92,410.32 for Mr. Jones’ services.
Item 8.01. Other Events.
On June 6, 2023, the Company issued a press release announcing Mr. Jones’ appointment as Interim Chief Financial Officer. A copy of the press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
| Exhibit Number | Description |
|---|---|
| 99.1 | Press Release of RYVYL Inc., dated June 6, 2023. |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL) |
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.
| RYVYL INC. | ||
|---|---|---|
| Dated: June 6, 2023 | By: | /s/ Min Wei |
| Min Wei | ||
| Chief Operating Officer |
ex_530632.htm
Exhibit 99.1
RYVYL Appoints Gene Jones as Interim Chief Financial Officer
SAN DIEGO, CA, June 6, 2023 (GLOBE NEWSWIRE) -- RYVYL Inc. (NASDAQ: RVYL) ("RYVYL" or the "Company"), a company that leverages the security of the blockchain and USD-pegged stablecoin technology with near-real-time attestation to conduct payment transactions, today announced that it has appointed Gene Jones, as Interim Chief Financial Officer of the Company, replacing former Interim Chief Financial Officer, Mary Lay Hoitt.
For over 35 years Jones has served within various executive roles including Chief Financial Officer, Chief Operating Officer, Corporate Treasurer and Controller for public, private equity, venture funded, and start-up companies. He has a long history of helping firms of all sizes with financial management, IT, human resources, risk management, and technology services. Key verticals served include technology services, manufacturing and distribution, retail, restaurants, law firms, litigation support services, and physician practice management. Areas of focus include companies in transition, especially those challenged by leadership changes or process remediation, and companies in need of emergency funding or fraud detection and investigation. Gene’s extensive experience includes 10 years with KPMG where he managed several hundred engagements, the implementation of over 40 M&A transactions, and leading the sales process for several different private equity firms. Most recently, Gene collaborated with Mary and the RYVYL team to complete the 2021 and 2022 financial restatements and subsequent compliance filings for RYVYL.
Jones is a partner in the Houston office of SeatonHill Partners, LP the nation's fastest-growing CFO services firm, offering elite fractional and interim CFO talent, as well as project based financial leadership.
Mr. Jones earned an MBA from Indiana University and a BS in Accounting from St. Joseph’s College. Jones is a licensed CPA in Texas.
I am pleased to have such an experienced financial compliance leader join our leadership team,” said Fredi Nisan, CEO of RYVYL Inc. “As we prepare RYVYL for the future in a rapidly evolving market, I am confident that Gene’s strong leadership and expertise in financial and operational improvements will have an immediate positive impact on our company. On behalf of our board and management team, I would also like to thank Mary for her service and contributions to RYVYL.”
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 unique blockchain security and USD-pegged stablecoin technology with near real-time attestation, RYVYL is reinventing the future of financial transactions using its coyni® stablecoin platform as a transactional foundation. 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