Form 8-K

8-K — RYVYL Inc.

Accession: 0001185185-26-001539

Filed: 2026-04-29

Period: 2025-04-27

CIK: 0001419275

SIC: 8742 (SERVICES-MANAGEMENT CONSULTING SERVICES)

Item: Other Events

Item: Financial Statements and Exhibits

Documents

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EX-99.1 — EXHIBIT 99.1 (rvylex99-1.htm)

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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): April 27, 2025

RYVYL

Inc.

(Exact

name of registrant as specified in its charter)

Nevada

001-34294

22-3962936

(State

or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS

Employer

Identification No.)

3131

Camino Del Rio North, Suite 1400

San Diego, CA 92108

(Address

of principal executive offices, including zip code)

Registrant’s

telephone number, including area code: (855) 201-1613

Not

Applicable

(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, par value $0.001 per share

RVYL

The

Nasdaq Stock Market LLC (Nasdaq Capital Market)

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 ☐

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

8.01. Other Events.

Last

July 2025, RYVYL Inc. (the “Company”) disclosed a settlement with the SEC, whereby it consented to an agreed judgment that

includes no monetary penalty and no admission of wrong-doing. The Company is pleased to announce that the SEC has approved the terms

of the 2025 settlement, which resolves all potential legal claims by the SEC. The complaint and related materials filed by the SEC today

memorialize that resolution (SEC v. RYVYL Inc., et al., Case No. 3-26-cv-02672-WQH-MMP (S.D. Cal.). See attached agreement.

To be clear, the SEC’s complaint does not contain any new or unresolved claims against the Company; it is the memorialization of

an already resolved matter. The final step in closing the matter is for the District Court to endorse the filed agreed judgment, which

the Company expects to occur shortly.

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.

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, including statements regarding the Company’s ability to regain compliance

with the Nasdaq continued listing standards, consummating the acquisition of RTB Digital, Inc., being able to integrate the acquired

business and continue to operate the acquired business in a successful manner, 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, 2025 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

Consent and final judgment

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 duly caused this report to be signed on its behalf by

the undersigned hereunto duly authorized.

Dated:

April 29, 2026

RYVYL

Inc.

By:

/s/

George Oliva

Name:

George

Oliva

Title:

Interim

Chief Executive Officer and Chief Financial Officer

EX-99.1 — EXHIBIT 99.1

EX-99.1

Filename: rvylex99-1.htm · Sequence: 2

Exhibit 99.1

UNITED STATES DISTRICT COURT

SOUTHERN

DISTRICT OF CALIFORNIA

SECURITIES AND EXCHANGE COMMISSION,

Plaintiff,

Case No.

RYVYL, INC., FREDI NISAN, BENZION ERREZ,

Defendants.

CONSENT OF DEFENDANT RYVYL, INC.

1. Defendant

Ryvyl, Inc. (“Defendant”) waives service of a summons and the complaint in this action, enters a general appearance, and admits

the Court’s jurisdiction over Defendant and over the subject matter of this action.

2. Without

admitting or denying the allegations of the complaint (except as provided herein in paragraph 10 and except as to personal and subject

matter jurisdiction, which Defendant admits), Defendant hereby consents to the entry of the final Judgment in the form attached hereto

(the “Final Judgment”) and incorporated by reference herein, which, among other things: permanently restrains and enjoins

Defendant from violation of Section 10(b) of the Securities Exchange Act of 1934 (the “Exchange Act”) [15 U.S.C. § 78j(b)]

and Rule 10b-5 promulgated thereunder [17 C.F.R. § 240.10b-5], Section 17(a) of the Securities Act of 1933 (the “Securities

Act”) [15 U.S.C. § 77q(a)], and Section 13(a) of the Exchange Act [15 U.S.C. § 78m(a)] and Rules 12b-20, 13a-1, 13a-11,

and 13a-13 [17 C.F.R. §§ 240.12b-20, 240.13a-1, 240.13a-11, 240.13a-13] promulgated thereunder.

3. Defendant

waives the entry of findings of fact and conclusions of law pursuant to Rule 52 of the Federal Rules of Civil Procedure.

4. Defendant

waives the right, if any, to a jury trial and to appeal from the entry of the Final Judgment.

5. Defendant

enters into this Consent voluntarily and represents that no threats, offers, promises, or inducements of any kind have been made by the

Commission or any member, officer, employee, agent, or representative of the Commission to induce Defendant to enter into this Consent.

6. Defendant

agrees that this Consent shall be incorporated into the Final Judgment with the same force and effect as if fully set forth therein.

7. Defendant

will not oppose the enforcement of the Final Judgment on the ground, if any exists, that it fails to comply with Rule 65(d) of the Federal

Rules of Civil Procedure, and hereby waives any objection based thereon.

8. Defendant

waives service of the Final Judgment and agrees that entry of the Final Judgment by the Court and filing with the Clerk of the Court will

constitute notice to Defendant of its terms and conditions. Defendant further agrees to provide counsel for the Commission, within thirty

days after the Final Judgment is filed with the Clerk of the Court, with an affidavit or declaration stating that Defendant has received

and read a copy of the Final Judgment.

9. Consistent

with 17 C.F.R. 202.5(f), this Consent resolves only the claims asserted against Defendant in this civil proceeding. Defendant

acknowledges that no promise or representation has been made by the Commission or any member, officer, employee, agent, or

representative of the Commission with regard to any criminal liability that may have arisen or may arise from the facts underlying

this action or immunity from any such criminal liability. Defendant waives any claim of Double Jeopardy based upon the settlement of

this proceeding, including the imposition of any remedy or civil penalty herein. Defendant further acknowledges that the

Court’s entry of a permanent injunction may have collateral consequences under federal or state law and the rules and

regulations of self-regulatory organizations, licensing boards, and other regulatory organizations. Such collateral consequences

include, but are not limited to, a statutory disqualification with respect to membership or participation in, or association with a

member of, a self-regulatory organization. This statutory disqualification has consequences that are separate from any sanction

imposed in an administrative proceeding. In addition, in any disciplinary proceeding before the Commission based on the entry of the

injunction in this action, Defendant understands that it shall not be permitted to contest the factual allegations of the complaint

in this action.

10.

Defendant understands and agrees to comply with the terms of 17 C.F.R. § 202.5(e), which provides in part that it is the

Commission’s policy “not to permit a defendant or respondent to consent to a judgment or order that imposes a sanction

while denying the allegations in the complaint or order for proceedings,” and “a refusal to admit the allegations is

equivalent to a denial, unless the defendant or respondent states that he neither admits nor denies the allegations.” As part

of Defendant’s agreement to comply with the terms of Section 202.5(e), Defendant: (i) will not take any action or make or

permit to be made any public statement denying, directly or indirectly, any allegation in the complaint or creating the impression

that the complaint is without factual basis; (ii) will not make or permit to be made any public statement to the effect that

Defendant does not admit the allegations of the complaint, or that this Consent contains no admission of the allegations, without

also stating that Defendant does not deny the allegations; and (iii) upon the filing of this Consent, Defendant hereby withdraws any

papers filed in this action to the extent that they deny any allegation in the complaint. If Defendant breaches this agreement, the

Commission may petition the Court to vacate the Final Judgment and restore this action to its active docket. Nothing in this

paragraph affects Defendant’s: (i) testimonial obligations; or (ii) right to take legal or factual positions in litigation or

other legal proceedings in which the Commission is not a party.

11. Defendant

hereby waives any rights under the Equal Access to Justice Act, the Small Business Regulatory Enforcement Fairness Act of 1996, or any

other provision of law to seek from the United States, or any agency, or any official of the United States acting in his or her official

capacity, directly or indirectly, reimbursement of attorney’s fees or other fees, expenses, or costs expended by Defendant to defend

against this action. For these purposes, Defendant agrees that Defendant is not the prevailing party in this action since the parties

have reached a good faith settlement.

12. Defendant

agrees that the Commission may present the Final Judgment to the Court for signature and entry without further notice.

13. Defendant

agrees that this Court shall retain jurisdiction over this matter for the purpose of enforcing the terms of the Final Judgment.

Ryvyl, Inc.

By:

Name:

Title:

Address:

On , 2025, , a

person known to me, personally appeared before me and acknowledged executing the foregoing Consent with full authority to do so on behalf

of as its .

Notary Public

Commission expires:

Approved as to form:

Attorney for Defendant

UNITED STATES DISTRICT

COURT

SOUTHERN DISTRICT OF CALIFORNIA

SECURITIES AND EXCHANGE COMMISSION,

Plaintiff,

Case No.

RYVYL, INC., FREDI NISAN, and BENZION ERREZ,

Defendants.

FINAL JUDGMENT AS TO DEFENDANT

RYVYL, INC.

The Securities and Exchange Commission

having filed a Complaint and Defendant Ryvyl, Inc. having entered a general appearance; consented to the Court’s jurisdiction over

Defendant and the subject matter of this action; consented to entry of this Final Judgment without admitting or denying the allegations

of the Complaint (except as to jurisdiction); waived findings of fact and conclusions of law; and waived any right to appeal from this

Final Judgment:

IS HEREBY ORDERED, ADJUDGED, AND DECREED that Defendant is permanently restrained and enjoined from violating, directly or

indirectly, Section 10(b) of the Securities Exchange Act of 1934 (the “Exchange Act”) [15 U.S.C. § 78j(b)] and Rule

10b-5 promulgated thereunder [17 C.F.R. § 240.10b-5], by using any means or instrumentality of interstate commerce, or of the

mails, or of any facility of any national securities exchange, in connection with the purchase or sale of any security:

(a) to employ any device, scheme, or artifice to defraud;

(b) to make any untrue statement of a material fact or to omit to state a material fact necessary in order to make the statements made,

in the light of the circumstances under which they were made, not misleading; or

(c) to engage in any act, practice, or course of business which operates or would operate as a fraud or deceit upon any person, by directly

or indirectly (i) creating a false appearance or otherwise deceiving any person, or (ii) disseminating false or misleading documents,

materials, or information or making, either orally or in writing, any false or misleading statement in any communication with any investor

or prospective investor, about:

(A) any investment in or offering of securities,

(B) the registration status of such offering or of such securities,

(D) the use of investor funds; or

(E) the misappropriation of investor funds or investment proceeds.

IS FURTHER ORDERED, ADJUDGED, AND DECREED that, as provided in Federal Rule of Civil Procedure 65(d)(2), the foregoing paragraph

also binds the following who receive actual notice of this Final Judgment by personal service or otherwise: (a) Defendant’s

officers, agents, servants, employees, and attorneys; and (b) other persons in active concert or participation with Defendant or

with anyone described in (a).

II.

IS HEREBY FURTHER ORDERED, ADJUDGED, AND DECREED that Defendant is permanently restrained and enjoined from violating Section 17(a)

of the Securities Act of 1933 (the “Securities Act”) [15 U.S.C. § 77q(a)] in the offer or sale of any security by

the use of any means or instruments of transportation or communication in interstate commerce or by use of the mails, directly or

indirectly:

(a) to employ any device, scheme, or artifice to defraud;

(b) to obtain money or property by means of any untrue statement

of a material fact or any omission of a material fact necessary in order to make the statements made, in light of the circumstances under

which they were made, not misleading; or

which operates or would operate as a fraud or deceit upon the purchaser.

IS FURTHER ORDERED, ADJUDGED, AND DECREED that, as provided in Federal Rule of Civil Procedure 65(d)(2), the foregoing paragraph

also binds the following who receive actual notice of this Final Judgment by personal service or otherwise: (a) Defendant’s

officers, agents, servants, employees, and attorneys; and (b) other persons in active concert or participation with Defendant or

with anyone described in (a).

III.

IS HEREBY FURTHER ORDERED, ADJUDGED, AND DECREED that Defendant is permanently restrained and enjoined from violating Section 13(a)

of the Exchange Act [15 U.S.C. § 78m(a)] and Rules 12b-20, 13a-1, 13a-11, and 13a-13 [17 C.F.R. §§ 240.12b-20,

240.13a-1, 240.13a-11, 240.13a-13] promulgated thereunder by making false or misleading statements within filings made with the

SEC.

IS FURTHER ORDERED, ADJUDGED, AND DECREED that, as provided in Federal Rule of Civil Procedure 65(d)(2), the foregoing paragraph

also binds the following who receive actual notice of this Final Judgment by personal service or otherwise: (a) Defendant’s

officers, agents, servants, employees, and attorneys; and (b) other persons in active concert or participation with Defendant or

with anyone described in (a).

IV.

IT IS FURTHER ORDERED, ADJUDGED, AND

DECREED that this Court shall retain jurisdiction of this matter for the purposes of enforcing the terms of this Final Judgment.

Dated: ,

UNITED STATES DISTRICT JUDGE

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