DEFA14A: RYVYL Stockholders Approve Reverse Split Amid Nasdaq Delisting Threat

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

Summary

• RYVYL Inc. held its 2025 annual meeting on December 15, 2025, with a quorum of 23,535,606 votes represented.
• Stockholders elected four directors: George Oliva, Brett Moyer, Gene Jones, and Tod Browndorf.
• The appointment of Simon & Edward, LLP as the independent registered public accounting firm for fiscal year 2025 was ratified.
• Stockholders approved authorizing the Board to effect a reverse stock split of common stock at a ratio between one-for-twenty and one-for-fifty, to be completed no later than June 30, 2026.
• Stockholders approved increasing 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 failing to meet the $1.00 minimum bid price requirement by the December 9, 2025 deadline.
• The company is not eligible for a second 180-day extension for the bid price rule due to not meeting 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 trading.
• The company plans to submit a compliance plan and expects to regain full compliance with the Minimum Bid Price Rule in the coming weeks following the reverse stock split.
• RYVYL believes it has already received sufficient capital from Roundtable's $6,500,000 preferred stock investment to meet the $2,500,000 minimum stockholders equity requirement for continued listing.
• The approved increase in authorized shares is required to finalize the proposed merger with Roundtable.

Sentiment

Score: 5

Explanation: While the delisting notice is a serious negative, the company has taken immediate and concrete steps (stockholder approvals, appeal, capital injection) to address the issues and maintain its Nasdaq listing. The planned merger also presents a strategic opportunity. The outcome remains uncertain, but management is actively working towards resolution.

Positives

• Stockholders approved all proposals at the 2025 Annual Meeting, demonstrating strong support for management's strategic direction.
• The authorization of a reverse stock split provides a clear mechanism to address the Nasdaq minimum bid price deficiency.
• The increase in authorized shares facilitates the proposed merger with Roundtable, a strategic move for the company.
• Roundtable's investment of $6,500,000 in preferred stock has already brought RYVYL into compliance with Nasdaq's stockholder equity requirements for continued listing.
• The company has promptly appealed the Nasdaq delisting notice, staying the suspension of its common stock.

Negatives

• RYVYL received a Nasdaq delisting notice on December 11, 2025, for failing to meet the $1.00 minimum bid price requirement.
• The company did not regain compliance with the minimum bid price rule by the December 9, 2025 deadline.
• RYVYL is not eligible for a second 180-day extension for the bid price rule due to not meeting the $5,000,000 minimum stockholders equity initial listing requirement.
• There are no assurances that the company will be able to regain or maintain compliance with Nasdaq listing standards.
• The rescheduling of the annual meeting contributed to the inability to meet the December 9th bid price deadline.

Risks

• Inability to regain or maintain compliance with the Nasdaq Minimum Bid Price Rule or any other Nasdaq listing standards.
• The Nasdaq Hearings Panel may not grant an extension of time to regain compliance with listing requirements.
• The appeal to the Panel regarding the delisting determination may not be successful.
• The proposed merger with Roundtable may not be successfully integrated, or expected cost savings, synergies, and growth may not be fully realized or may take longer than expected.
• Conditions to the closing of the merger may not be satisfied, or the merger might be delayed or not occur at all.
• Potential adverse reactions or changes to business or employee relationships resulting from the announcement or completion of the merger.
• Changes in the company's capital structure and governance could adversely affect the market value of its securities.
• Inability to retain customers and key personnel or maintain relationships with suppliers and customers.
• The merger process could distract management from ongoing business operations or cause the company to incur substantial costs.
• Impacts from any economic downturn.
• 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 following the planned reverse stock split and the appeal to the Nasdaq Hearings Panel. The company also anticipates finalizing its proposed merger with Roundtable, which is supported by recent capital injections and stockholder approvals. However, there are no assurances that the company will successfully regain or maintain Nasdaq compliance or that the merger will close as expected.

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."
• "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."

Industry Context

RYVYL operates in the digital payment processing sector, serving underserved markets, while its proposed merger partner, Roundtable, is a Web3-powered digital media platform. This strategic merger suggests a move towards integrating digital payments with emerging Web3 technologies and media platforms, potentially positioning the combined entity to capitalize on trends in decentralized finance, digital content monetization, and enhanced data privacy within the digital economy. The company's efforts to maintain its Nasdaq listing are critical for its access to public capital markets, especially as it seeks to complete a significant merger that could redefine its market position.

Management Changes

Corporate Governance

Stakeholder Impact

• Shareholders: Potential for increased share price due to reverse stock split, but also risk of delisting. The merger with Roundtable could offer long-term growth opportunities but also carries integration risks. Dilution risk from increased authorized shares.
• Employees: Potential for changes and integration challenges related to the merger with Roundtable.
• Customers: Potential for enhanced service offerings and expanded capabilities through the merger with Roundtable.
• Creditors: The capital injection from Roundtable and efforts to maintain Nasdaq listing could improve financial stability and access to capital.

Next Steps

• The Board intends to effectuate the reverse stock split as soon as practicable.
• The company will submit a plan to regain compliance to the Nasdaq Hearings Panel.
• The Nasdaq Hearings Panel will make a decision regarding the appeal.
• Finalize the proposed merger with Roundtable, which requires the approved increase in authorized shares.
• File a registration statement on Form S-4, including a preliminary proxy statement, in connection with the proposed merger.
• Mail the definitive proxy statement and other relevant documents to stockholders for voting on the proposed merger.

Key Dates

Recommendation

The company faces a significant delisting threat from Nasdaq due to its minimum bid price non-compliance. While management has taken proactive steps, including stockholder approval for a reverse stock split and an appeal to Nasdaq, the outcome remains uncertain. The proposed merger with Roundtable and the associated capital injection are positive strategic moves, but the integration risks and the immediate delisting pressure warrant a cautious 'hold' stance. Investors should monitor the Nasdaq appeal process and the progress of the reverse stock split and merger closely before making further investment decisions.

Keywords

RYVYL, RVYL, Nasdaq, Delisting, Reverse Stock Split, Stockholder Meeting, Corporate Governance, Merger, Roundtable, Digital Payments, Web3, Financial Technology, SEC Filing, Capital Market