8-K: RYVYL Stockholders Approve Reverse Split Amid Nasdaq Delisting Appeal

RYVYL Inc. stockholders approved a reverse stock split and increased authorized shares, while the company appeals a Nasdaq delisting notice for minimum bid price non-compliance.

Summary

• RYVYL Inc. held its 2025 annual meeting of stockholders on December 15, 2025, where all proposals were approved.
• Stockholders elected four nominees (George Oliva, Brett Moyer, Gene Jones, Tod Browndorf) to serve as directors until the 2026 Annual Meeting.
• The appointment of Simon & Edward, LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2025, was ratified.
• Stockholders approved the authorization for the Board of Directors to amend the Articles of Incorporation to effect a reverse stock split of Common Stock at a ratio between one-for-twenty and one-for-fifty, at the Board's discretion, no later than June 30, 2026.
• Stockholders approved an amendment to the Articles of Incorporation to increase the number of authorized shares of Common Stock from 100,000,000 to 500,000,000.
• On December 11, 2025, RYVYL received a Nasdaq delisting notice for non-compliance with the minimum bid price rule ($1.00 per share), having failed to regain compliance by the December 9, 2025 deadline.
• The company is not eligible for a second 180-day extension because it does not currently meet the $5,000,000 minimum stockholders equity initial listing requirement.
• RYVYL has appealed the delisting determination to the Nasdaq Hearings Panel by December 18, 2025, which stays the suspension of the Common Stock pending the Panel's decision.
• The company plans to timely submit a plan to regain compliance to the Panel and expects to regain full compliance with the Minimum Bid Price Rule in the coming weeks.
• RYVYL believes it has already received sufficient capital to evidence compliance with the $2,500,000 minimum stockholders equity requirement for continued listing.
• Roundtable (RTB Digital, Inc.), which is scheduled to merge with RYVYL, secured $33 million in financing and acquired RYVYL preferred stock for $6,500,000, helping RYVYL regain compliance with the Nasdaq Stockholder Equity Rule on October 15, 2025.

Sentiment

Score: 6

Explanation: While the company faces a delisting notice, it has a clear plan (reverse split, appeal, capital from merger partner) and has already addressed one compliance issue (stockholder equity). Stockholder approval for key proposals is a positive step, but the outcome of the Nasdaq appeal remains uncertain.

Positives

• Stockholders approved all proposals at the Annual Meeting, including the critical reverse stock split and increased authorized shares, demonstrating strong support for management's strategy.
• The company has appealed the Nasdaq delisting notice, which temporarily stays the suspension of Common Stock trading.
• Roundtable's investment of $6,500,000 in preferred stock helped RYVYL regain compliance with Nasdaq's Stockholder Equity Rule on October 15, 2025, addressing a previous delisting risk.
• RYVYL believes it has sufficient capital to meet the $2,500,000 minimum stockholders equity requirement for continued listing.
• The Board intends to effect the Reverse Stock Split as soon as practicable, which is expected to resolve the bid price deficiency and facilitate continued Nasdaq listing.

Negatives

• RYVYL received a Nasdaq delisting notice for non-compliance with the minimum bid price rule ($1.00 per share) and failed to regain compliance by the December 9, 2025 deadline.
• The company is not eligible for a second 180-day extension due to not meeting the $5,000,000 minimum stockholders equity initial listing requirement.
• Unless the appeal to the Nasdaq Hearings Panel is successful, the Common Stock will be delisted from the Nasdaq Capital Market at the opening of business on December 22, 2025.

Risks

• No assurances that the Company will be able to regain or maintain compliance with the Minimum Bid Price Rule, Nasdaq's stockholders equity requirements, or any other listing standards of Nasdaq.
• No assurances that the Nasdaq Hearings Panel will grant the Company any extension of time to regain compliance with any such listing requirements, or that any response to the Panel regarding the delisting determination will be successful.
• The risk that the businesses of RYVYL and Roundtable will not be integrated successfully, or that cost savings, synergies, and growth from the proposed merger may not be fully realized or may take longer than expected.
• The risk that a condition to the closing of the merger may not be satisfied, that either party may terminate the definitive agreement, or that the closing of the merger might be delayed or may not occur at all.
• Potential adverse reactions or changes to business or employee relationships, including those resulting from the announcement or completion of the merger.
• The risk that the parties do not receive regulatory or other approvals of the merger.
• The risk that changes in the Company's capital structure and governance could have adverse effects on the market value of its securities.
• The ability of the Parties to retain customers and retain and hire key personnel and maintain relationships with their suppliers and customers and on the Parties' operating results and business generally.
• The risk the merger could distract the respective managements of the Parties from ongoing business operations or cause the Parties to incur substantial costs.
• The risk that the Parties may be unable to reduce expenses or access financing or liquidity.
• The impact of any economic downturn and the risk of changes in governmental regulations or enforcement practices.

Future Outlook

RYVYL expects to regain full compliance with the Nasdaq Minimum Bid Price Rule in the coming weeks and for its Common Stock to continue to trade on the Nasdaq Capital Market, following the planned reverse stock split and timely appeal. The company also anticipates the consummation of its merger with Roundtable, which is expected to further solidify its compliance with Nasdaq listing requirements.

Management Comments

• "Todays stockholder approval reflects the strong support from our stockholders for the actions associated with the Roundtable merger and their continued support along the way." George Oliva, Interim Chief Executive Officer and Chief Financial Officer of RYVYL.
• "We are taking immediate action to move forward with the reverse split, which we believe will resolve the Nasdaq listing matter through their appeal process." George Oliva, Interim Chief Executive Officer and Chief Financial Officer of RYVYL.

Industry Context

This announcement highlights the challenges faced by smaller public companies in maintaining Nasdaq listing compliance, particularly regarding minimum bid price and equity requirements. The proposed merger with Roundtable, a Web3-powered digital media platform, indicates RYVYL's strategic pivot or expansion into emerging technology sectors, moving beyond its core digital payment processing business. The capital infusion from Roundtable is crucial for addressing immediate financial compliance issues, reflecting a broader trend of strategic partnerships or acquisitions to bolster financial stability and market position.

Management Changes

Corporate Governance

Stakeholder Impact

• Shareholders: Potential for increased share price post-reverse split, but also risk of delisting if compliance is not regained. Dilution risk from increased authorized shares, though necessary for merger.
• Employees: Potential for stability and growth if the merger is successful and Nasdaq listing is maintained.
• Customers: No direct impact mentioned, but continued Nasdaq listing and a successful merger could enhance company credibility and operational stability.
• Creditors: Improved financial health and continued listing could positively impact creditworthiness.
• Management: Increased workload and focus on resolving Nasdaq compliance issues and integrating the merger.

Next Steps

• Effectuate the reverse stock split as soon as practicable.
• Submit a plan to regain compliance to the Nasdaq Hearings Panel.
• Await the Nasdaq Hearings Panel's decision on the appeal.
• Finalize the proposed merger with Roundtable.
• File a registration statement on Form S-4, including a preliminary proxy statement, in connection with the proposed merger.
• Hold a special meeting of stockholders to approve the proposed merger.

Key Dates

Recommendation

The company is actively addressing its Nasdaq delisting issues through a planned reverse stock split and an appeal, which has temporarily stayed the delisting. The strategic merger with Roundtable and the associated capital infusion are positive steps towards regaining compliance and future growth. However, significant uncertainties remain regarding the success of the Nasdaq appeal and the ultimate consummation and integration of the merger. Investors should hold to observe the outcome of these critical near-term events before making further investment decisions.

Keywords

RYVYL, RVYL, Nasdaq, delisting, reverse stock split, stockholder meeting, corporate governance, merger, Roundtable, RTB Digital, minimum bid price, stockholder equity, SEC filing, 8-K, payment processing, Web3, digital media