8-K Reports
RYVYL Inc.
CIK

1419275

Accepted

Dec 17, 2025, 10:21 PM

Accession

0001185185-25-002090

8.01 Other Events
9.01 Financial Statements and Exhibits
Items (2)

Item 8.01 Other Events. On December 11, 2025, the Company received a notification letter (the “ Notice”) from the Listing Qualifications Department (the “ Staff”) of the Nasdaq Stock Market LLC (“ Nasdaq”) regarding non-compliance with the minimum bid price rule under Nasdaq Listing Rule 5550(a)(2 The Company has already begun the process of addressing and remedying the bid price deficiency. The Company has appealed the Staff’s delisting determination (the “ Appeal”) by submitting a hearing request to the Panel, which will stay the suspension of the Common Stock pending the Panel’s decision. The Company also plans to timely submit a plan to regain compliance to the Panel. As disclosed in Item 5.07 of this Current Report on Form 8-K (this “ Form 8-K”), the Company’s stockholders have approved the proposed Reverse Stock Split and the Board intends to effect the Reverse Stock Split as soon as practicable. Additionally, the Company believes that it has already received sufficient capital to evidence compliance with the $2,500,000 minimum stockholders’ equity requirement for continued listing. As a result of the planned Reverse Stock Split and timely filing the Appeal, the Company expects to regain full compliance with the Minimum Bid Price Rule in the coming weeks and for its Common Stock to continue to trade on the Nasdaq Capital Market. There are 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, that, as applicable, the 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 determination in the Notice will be successful. On December 17, 2025, the Company issued a press release (the “ Press Release”) announcing the results of the Annual Meeting, the receipt of the Notice, and its plan to remedy the bid price deficiency. A copy of the Press Release is attached hereto as Exhibit 99.1 and is incorporated herein by reference. Forward-Looking Statements This Form 8-K and Press Release contains forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. Such forward-looking statements are characterized by future or conditional verbs such as “may,” “will,” “expect,” “intend,” “anticipate,” “believe,” “estimate” and “continue” or similar words, including statements regarding the Company’s ability to regain compliance with the Nasdaq continued listing standards. You should read statements that contain these words carefully because they discuss future expectations and plans, which contain projections of future results of operations or financial condition or state other forward-looking information. Such statements are only predictions and the Company’s actual results may differ materially from those anticipated in these forward-looking statements. Such forward-looking statements are subject to risks and uncertainties, many of which are beyond the Company’s control, which could cause the Company’s actual results to differ materially from those expressed in or implied by these statements. 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. 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. There are a number of risks and uncertainties that could cause actual results to differ materially from the forward-looking statements included in this Form 8-K and Press Release, including statements regarding the Company’s ability to regain compliance with the Nasdaq continued listing standards, statements regarding the intention to effect the Reverse Stock Split and the result of effectuating such Reverse Stock Split, and other important factors that could cause actual results to differ materially from those projected and those discussed under risk factors in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 and other filings filed with the SEC (including its Current Reports on Form 8-K and Quarterly Reports on Form 10-Q). Forward-looking statements speak only as of the date they are made. The Company does not assume any obligation to update forward-looking statements as circumstances change. The Company gives no assurance that it will achieve its expectations.

Item 9.01 Financial Statements and Exhibits (d) Exhibits Exhibit No. Name of Exhibit 99.1 Press Release issued on December 17, 2025. 104 Cover Page Interactive Data File (embedded within the inline XBRL document). SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. RYVYL Inc. By: /s/ Name: George Oliva Title: Interim Chief Executive Officer and Chief Financial Officer Dated: December 17, 2025