8-K - RTB - Equibles

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): September 6, 2023

RYVYL Inc.

(Exact name of registrant as specified in its charter)

Nevada	001-34294	22-3962936
(State or other Jurisdiction<br> <br>of Incorporation)	(Commission File Number)	(IRS Employer<br> <br>Identification No.)

3131 Camino Del Rio North, Suite 1400

San Diego, CA 92108

(Address Of Principal Executive Offices) (Zip Code)

(619) 631-8261

(Registrant’s telephone number, including area code)

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 per share	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 3.03 Material Modification to Rights of Security Holders.

The board of directors (“Board”) of RYVYL Inc., a Nevada corporation (the “Company”), approved a reverse stock split of the Company’s authorized, issued and outstanding shares of common stock, par value $0.001 per share (“Common Stock”), at a ratio of 1-for-10 (the “Reverse Stock Split”). The Reverse Stock Split will become legally effective as of 5:01 p.m. Eastern Standard Time on September 6, 2023 (the “Legal Effective Date”), and the Common Stock will open for trading on The Nasdaq Stock Market LLC (“Nasdaq”) on a reverse split-adjusted basis on September 7, 2023 under the existing trading symbol “RVYL.”

Reason for the Reverse Stock Split.

The Company is effectuating the Reverse Stock Split in order to better assure that the minimum bid price of its Common Stock is greater than $1.00 per share so that it maintains compliance with Nasdaq Listing Rule 5550(a)(2) and to make investments in the Company more attractive to investors by increasing the trading price of the Company’s Common Stock on such market.

Effects of the Reverse Stock Split.

At the Legal Effective Date, every ten (10) shares of the Common Stock issued and outstanding will be automatically reclassified into one (1) new share of Common Stock. The total number of shares of Common Stock authorized for issuance will then be reduced by a corresponding proportion from 175,000,000 shares to 17,500,000 shares of Common Stock. The par value per share of the Common Stock will remain unchanged at $0.001 per share. The new CUSIP number for the Common Stock following the Reverse Stock Split will be 39366L307.

The total number of shares of preferred stock of the Company authorized for issuance will remain at 5,000,000 shares.

No fractional shares will be issued in connection with the Reverse Stock Split. Fractional shares resulting from the Reverse Stock Split will be rounded up to the nearest whole share.

VStock Transfer, LLC is acting as transfer and exchange agent for the Reverse Stock Split. Shareholders owning shares via a broker, bank, trust or other nominee will have their positions automatically adjusted to reflect the Reverse Stock Split, subject to such broker’s particular processes, and will not be required to take any action in connection with the Reverse Stock Split. Those stockholders holding shares of the Company's Common Stock in certificate form will receive a transmittal letter with instructions as soon as practicable after the Legal Effective Date.

Nevada State Filing.

The Company effected the Reverse Stock Split pursuant to the filing of a Certificate of Change (the “Certificate”) with the Secretary of State of the State of Nevada on September 6, 2023, in accordance with Nevada Revised Statutes (“NRS”) Section 78.209. A copy of the Certificate is attached hereto as Exhibit 3.1 and is incorporated herein by reference.

No Stockholder Approval Required.

Under Nevada law, because the Reverse Stock Split was approved by the Board of the Company in accordance with NRS Section 78.207, no stockholder approval is required. Pursuant to NRS Section 78.207, the Company may effectuate a Reverse Stock Split without stockholder approval if (i) both the number of authorized shares of the Common Stock and the number of issued and outstanding shares of the Common Stock are proportionally reduced as a result of the Reverse Stock Split; (ii) the Reverse Stock Split does not adversely affect any other class of stock of the Company; and (iii) the Company does not pay money or issue scrip to stockholders who would otherwise be entitled to receive a fractional share as a result of the Reverse Stock Split. As described herein, the Reverse Stock Split complies with such requirements.

Immediately after effecting the Reverse Stock Split, each stockholder’s percentage ownership interest in the Company and proportional voting power will remain virtually unchanged except for minor changes and adjustments that will result from rounding fractional shares into whole shares. The rights and privileges of the holders of shares of the Company’s Common Stock will be substantially unaffected by the Reverse Stock Split.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

The information set forth in Item 3.03 of this Current Report on Form 8-K is hereby incorporated by reference into this Item 5.03.

Item 7.01 Regulation FD Disclosure.

On September 6, 2023, the Company issued a press release disclosing the Reverse Stock Split and the effects thereof. A copy of the press release is attached as Exhibit 99.1 hereto and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

Exhibit No.	Document
3.1	Certificate of Change, filed on September 6, 2023
99.1	Press Release, dated September 6, 2023
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

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: September 6, 2023	By:	/s/ Fredi Nisan
		Fredi Nisan
		Chief Executive Officer

ex_567482.htm

Exhibit 3.1

FRANCISCO V. AGUILAR<br><br> <br>Secretary of State<br><br> <br>401 North Carson Street<br><br> <br>Carson City, Nevada 89701-4201<br><br> <br>(775) 684-5708<br><br> <br>Website: www.nvsos.gov
Certificate of Change Pursuant to NRS 78.209
---

TYPE OR PRINT - USE DARK INK ONLY - DO NOT HIGHLIGHT

INSTRUCTIONS:<br><br> <br>1. Enter the current name as on file with the Nevada Secretary of State and enter the Entity or Nevada Business Identification Number (NVID).<br><br> <br>2. Indicate the current number of authorized shares and par value, if any, and each class or series before the change.<br><br> <br>3. Indicate the number of authorized shares and par value, if any of each class or series after the change.<br><br> <br>4. Indicate the change of the affected class or series of issued, if any, shares after the change in exchange for each issued share of the same class or series.<br><br> <br>5. Indicate provisions, if any, regarding fractional shares that are affected by the change.<br><br> <br>6. NRS required statement.<br><br> <br>7. This section is optional. If an effective date and time is indicated the date must not be more than 90 days after the date on which the certificate is filed.<br><br> <br>8. Must be signed by an Officer. Form will be returned if unsigned.
1. Entity Information:	Name of entity as on file with the Nevada Secretary of State:<br><br> <br><br><br> <br>RYVYL Inc.<br><br> <br><br><br> <br>Entity or Nevada Business Identification Number (NVID): NV20071487990
2. Current Authorized Shares:	The current number of authorized shares and the par value, if any, of each class or series, if any, of shares before the change:<br><br> <br><br><br> <br>(i) 175,000,000 shares of common stock, par value $0.001; (ii) 5,000,000 shares of preferred stock, par value $0.01
3. Authorized Shares After Change:	The number of authorized shares and the par value, if any, of each class or series, if any, of<br><br> <br>shares after the change:<br><br> <br><br><br> <br>(i) 17,500,000 shares of common stock, par value $0.001; (ii) 5,000,000 shares of preferred stock, par value $0.01
4. Issuance:	The number of shares of each affected class or series, if any, to be issued after the<br><br> <br>change in exchange for each issued share of the same class or series:<br><br> <br><br><br> <br>Each ten (10) shares of common stock will be converted and exchanged into one (1) share of common stock
5. Provisions:	The provisions, if any, for the issuance of fractional shares, or for the payment of money or the issuance of scrip to stockholders otherwise entitled to a fraction of a share and the percentage of outstanding shares affected thereby:<br><br> <br><br><br> <br>All fractional shares of common stock shall be rounded up to the nearest whole share.
6. Provisions:	The required approval of the stockholders has been obtained.
7. Effective date and time: (Optional)	Date: Time:<br><br> <br><br><br> <br>(must not be later than 90 days after the certificate is filed)
8. Signature:<br><br> <br>(Required)	X /s/ Fredi Nisan CEO 09/06/2023<br><br> <br>Signature of Officer Title Date

This form must be accompanied by appropriate fees.

If necessary, additional pages may be attached to this form.

Page 1 of 1

Revised: 8/1/2023

ex_567483.htm

Exhibit 99.1

RYVYL Announces 1-for-10 Reverse Stock Split

SAN DIEGO, CA – September 6, 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, today announced that the Board of Directors has approved a reverse stock split of its outstanding shares of common stock, par value $0.001 per share (the “Common Stock”) at a ratio of 1-for-10. The reverse stock split does not require the approval of the Company’s stockholders, as it was approved in accordance with Nevada Revised Statutes Section 78.207.

The reverse stock split is expected to become legally effective on September 6, 2023 (the “Legal Effective Date”), and the shares are expected to begin trading on the split-adjusted basis on the Nasdaq under the Company's existing trading symbol “RVYL” at market open on September 7, 2023, upon Nasdaq's approval.

On the Legal Effective Date, every 10 issued and outstanding shares of the Company’s Common Stock will be converted automatically into one share of the Company’s Common Stock without any change in the par value per share. Once effective, the reverse stock split will reduce the number of shares of Common Stock outstanding from approximately 52.4 million shares to approximately 5.24 million.

The Company believes a reverse stock split is necessary to increase the market price per share to better assure that it maintains compliance with the $1.00 minimum bid price required for continued listing on The Nasdaq Capital Market under Nasdaq Listing Rule 5550(a)(2) and to make investments in the Company more attractive to investors by increasing the trading price of the Company’s Common Stock on such market.

Immediately after the reverse stock split, each stockholder's percentage ownership interest in the Company and proportional voting power will remain unchanged, except for minor changes and adjustments that will result from the treatment of fractional shares. The Company will not issue fractional shares, but will round up any fractional share to the next whole number of shares. The rights and privileges of the holders of shares of Common Stock will be substantially unaffected by the reverse stock split.

Stockholders who hold their shares in brokerage accounts or in “street name” will have their positions automatically adjusted to reflect the reverse stock split, subject to each broker's particular processes, and will not be required to take any action in connection with the reverse stock split. Registered stockholders holding pre-split shares of the Company's Common Stock electronically in book-entry form are not required to take any action to receive post-split shares. Those stockholders holding shares of the Company's Common Stock in certificate form will receive a transmittal letter from Broadridge with instructions as soon as practicable after the Legal Effective Date.

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

GBOX@mzgroup.us