RYVYL Inc
For the period ended Dec 19, 2024. Filed Nov 5, 2024.
View on SEC.govAbout this filing
What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Dec 19, 2024 · Filed Nov 5, 2024
Contents
Cover page
Show cover page
DEF 14A 1 ryvyl20241105_def14a.htm FORM DEF 14A
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
|---|---|
| ☐ | Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☒ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☐ | Soliciting Material Pursuant to §240.14a-12 |
RYVYL INC.
(Name of Registrant as Specified in Its Charter)
(Name of Person(s) Filing Proxy Statement, if Other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
| ☒ | No fee required. | |
|---|---|---|
| ☐ | Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. | |
| (1) | Title of each class of securities to which transaction applies: | |
| (2) | Aggregate number of securities to which transaction applies: | |
| (3) | Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11: | |
| (4) | Proposed maximum aggregate value of transaction: | |
| (5) | Total fee paid: | |
| ☐ | Fee paid previously with preliminary materials. | |
| ☐ | Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11 (a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. | |
| (1) | Amount Previously Paid: | |
| (2) | Form, Schedule or Registration Statement No.: | |
| (3) | Filing Party: | |
| (4) | Date Filed: | |
Dear Stockholder:
You are invited to attend the 2024 Annual Meeting of Stockholders (the “2024 Annual Meeting”) of RYVYL Inc. (“RYVYL,” the “Company,” “we,” “us,” or “our”), which will be held on December 19, 2024 at 4:00 p.m., Eastern Time (“ET”)/ 1:00 p.m., Pacific Time (“PT”) as a virtual meeting. The Annual Meeting will be held in a virtual meeting format only. You will be able to attend the meeting, vote, and submit your questions via the Internet by visiting www.virtualshareholdermeeting.com/RVYL2024 and entering the control number included on your proxy card. You will not be able to attend the virtual Annual Meeting physically in person.
Even if you are planning on attending the 2024 Annual Meeting online, please promptly submit your proxy vote by Internet, telephone, or, if you received a printed form of proxy in the mail, by completing, dating, signing and returning the enclosed proxy, so your shares will be represented at the 2024 Annual Meeting. Instructions on voting your shares are on the Notice of Internet Availability of Proxy Materials you received for the 2024 Annual Meeting. Internet voting facilities for stockholders of record will be available 24 hours a day and will close at 11:59 p.m. ET on December 18, 2024. If you attend the 2024 Annual Meeting online and wish to vote at the 2024 Annual Meeting, you will be able to do so even if you have previously returned your proxy card.
YOUR VOTE IS IMPORTANT TO US. Whether you own a few shares or many, and whether or not you plan to attend the Annual Meeting, we urge you to promptly submit your vote via the Internet, telephone, or mail.
On behalf of the board of directors and management, I would like to express our appreciation for your continued support.
Very truly yours,
Ben Errez
Chairman of the Board
YOUR VOTE IS IMPORTANT
TO ASSURE YOUR REPRESENTATION AT THE 2024 ANNUAL MEETING WHETHER OR NOT YOU ATTEND ONLINE, PLEASE CAST YOUR VOTE AS INSTRUCTED IN THE NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIALS AS PROMPTLY AS POSSIBLE. YOUR PROXY, GIVEN BY VOTING PRIOR TO THE 2024 ANNUAL MEETING, MAY BE REVOKED PRIOR TO ITS EXERCISE BY ENTERING A NEW VOTE OVER THE INTERNET, FILING WITH OUR CORPORATE SECRETARY PRIOR TO THE 2024 ANNUAL MEETING A WRITTEN NOTICE OF REVOCATION OR A DULY EXECUTED PROXY BEARING A LATER DATE, OR BY ATTENDING THE 2024 ANNUAL MEETING ONLINE AND VOTING ONLINE.
IF YOU HAVE ALREADY VOTED OR DELIVERED YOUR PROXY FOR THE 2024 ANNUAL MEETING, YOUR VOTE WILL BE COUNTED, AND YOU DO NOT HAVE TO VOTE YOUR SHARES AGAIN. IF YOU WISH TO CHANGE YOUR VOTE, YOU SHOULD REVOTE YOUR SHARES.
IF YOU HAVE CHOSEN TO RECEIVE PAPER COPIES OF YOUR PROXY MATERIALS, INCLUDING THE PROXY CARD, PLEASE COMPLETE, SIGN, DATE AND RETURN THE PROXY CARD AS PROMPTLY AS POSSIBLE AND RETURN IT IN THE RETURN ENVELOPE PROVIDED.
ANY STOCKHOLDER ATTENDING THE 2024 ANNUAL MEETING ONLINE MAY VOTE EVEN IF HE OR SHE HAS RETURNED A PROXY. PLEASE NOTE, HOWEVER, THAT IF YOUR SHARES ARE HELD OF RECORD BY A BROKER, BANK OR OTHER NOMINEE AND YOU WISH TO VOTE, YOU MUST FIRST OBTAIN FROM THE RECORD HOLDER A PROXY ISSUED IN YOUR NAME.
RYVYL Inc.
3131 Camino Del Rio North, Suite 1400
San Diego, CA 92108
NOTICE OF 2024 ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON DECEMBER 19, 2024
To our Stockholders:
Notice (this “Notice”) is hereby given that the 2024 Annual Meeting of Stockholders (the “2024 Annual Meeting”) of RYVYL Inc., a Nevada corporation (the “Company,” “RYVYL,” “our,” “we” or “us”), will be held as a “virtual meeting” via live audio webcast on Thursday, December 19, 2024, at 4:00 .pm. Eastern Time (“ET”)/1:00 p.m. Pacific Time (“PT”) for the following purposes, as more fully described in the accompanying proxy statement (the “Proxy Statement”):
| (1) | To elect five directors to hold office until the next annual meeting and until their respective successors are elected and qualified; |
| (2) | To ratify the appointment of Simon & Edward, LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2024; |
| (3) | To approve, under Nasdaq Listing Rule 5635(d), our issuing shares of common stock, pursuant to the conversion of shares of our Series B Convertible Preferred Stock, par value $0.01 per share (the “Series B Preferred Stock”) held by an institutional investor, equal to or greater than 20% of the number of shares of our common stock outstanding on the date we entered into an Exchange Agreement such institutional investor; |
| (4) | Approval of amendments to the 2023 equity incentive plan (the “2023 EIP”); to increase the number of shares of common stock reserved for issuance with respect to awards granted under the 2023 EIP from 1,098,262 shares of common stock to 5,098,262 shares of common stock, and to increase the number of shares that can be issued upon exercise of Incentive Stock Options under the 2023 EIP from 1,098,262 shares of common stock to 5,098,262 shares of common stock; and |
| (5) | To consider and vote upon any other business that may properly come before the Annual Meeting or any adjournments or postponements thereof. |
The Board of Directors unanimously recommends a vote“FOR”** the approval of each of the Director Nominees in Proposal 1, and a vote**“FOR”** each of Proposal 2, Proposal 3, and Proposal 4.**
Pursuant to our Amended and Restated Bylaws, our board of directors (“Board of Directors”) has fixed the close of business on October 22, 2024 as the record date (the “Record Date”) for a determination of stockholders entitled to notice and to vote at the 2024 Annual Meeting and any adjournment thereof. Holders of our common stock are entitled to vote at the 2024 Annual Meeting.
Pursuant to rules adopted by the Securities and Exchange Commission (the “SEC”), we have elected to provide access to our proxy materials via the Internet. Accordingly, we plan on November 7, 2024 to first send our stockholders a Notice of Internet Availability of Proxy Materials (the “Notice of Internet Availability”) containing instructions on how to access our proxy materials, including our annual report on Form 10-K for the fiscal year ended December 31, 2023 (“2023 Annual Report”) online. Stockholders who have received the Notice of Internet Availability will not be sent a printed copy of our proxy materials in the mail unless they request to receive a printed copy.
The Annual Meeting will be held as a virtual meeting via live webcast on the Internet on Thursday, December 19, 2024, at 4:00 p.m. ET/1:00 p.m. PT. Because the meeting is completely virtual and being conducted via the Internet, stockholders will not be able to attend the meeting in person. You will be able to attend the Annual Meeting, vote, and submit your questions on the day of the meeting via the Internet by visiting www.virtualshareholdermeeting.com/RVYL2024 and entering the control number included on your proxy card. The unique Control Number allows us to identify you as a stockholder and will enable you to securely log on, vote and submit questions during the 2024 Annual Meeting on the meeting website. Further instructions on how to attend and participate in the 2024 Annual Meeting via the Internet, including how to demonstrate proof of stock ownership, are available atwww.proxyvote.com.
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting: Our annual report on Form 10-K for the year ended December 31, 2023 and the 2024 Proxy Statement are available free of charge at: www.virtualshareholdermeeting.com/RVYL2024.
By order of the Board of Directors,
Ben Errez
Chairman of the Board
TABLE OF CONTENTS
| Page | |
|---|---|
| GENERAL INFORMATION ABOUT THE ANNUAL MEETING AND VOTING | 1 |
| Questions and Answers | 1 |
| DIRECTORS AND OFFICERS | 6 |
| Business Experience of Executive Officers | 6 |
| Business Experience of Non-Employee Directors | 7 |
| Family Relationships | 7 |
| CORPORATE GOVERNANCE | 8 |
| Composition of our Board of Directors | 8 |
| Director Qualifications | 8 |
| Board Diversity Matrix | 8 |
| Director Independence | 9 |
| Board Leadership Structure and Board’s Role in Risk Oversight | 9 |
| Committees of the Board of Directors | 9 |
| Director Attendance at Annual Meetings of Stockholders | 11 |
| Compensation Committee Interlocks and Insider Participation | 11 |
| Code of Business Conduct and Ethics | 11 |
| Board of Directors Committees Self-Assessment | 11 |
| Communications with the Board of Directors | 12 |
| Board of Directors and Committee Meetings and Attendance | 12 |
| Delinquent Section 16(a) Reports | 12 |
| EXECUTIVE COMPENSATION | 13 |
| Summary Compensation Table | 13 |
| Outstanding Equity Awards at Fiscal Year-End | 16 |
| Pay versus Performance | 16 |
| DIRECTOR COMPENSATION | 17 |
| Non-Employee Director Compensation Table | 17 |
| CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE | 18 |
| Related Party Transactions | 18 |
| Indemnification Under Articles of Incorporation and Bylaws; Indemnification Agreements | 19 |
| Policy Regarding Related Party Transactions | 19 |
| PROPOSAL NO. 1 — ELECTION OF DIRECTORS | 20 |
| Votes Required | 20 |
| Board Recommendation | 20 |
| PROPOSAL NO. 2 — RATIFICATION OF THE APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 21 |
| Fees Paid to Auditor | 21 |
| Audit Committee Pre-Approval Policies and Procedures | 22 |
| Audit Committee Report | 22 |
| Votes Required | 22 |
| Board Recommendation | 22 |
| PROPOSAL NO. 3 —APPROVAL UNDER NASDAQ LISTING RULE 5635(D), OF OUR ISSUANCE OF SHARES OF COMMON STOCK, PURSUANT TO CONVERSION OF SHARES OF OUR SERIES B PREFERRED STOCK HELD BY AN INSTITUTIONAL INVESTOR, EQUAL TO OR GREATER THAN 20% OF THE NUMBER OF SHARES OF OUR COMMON STOCK OUTSTANDING ON THE DATE WE ENTERED INTO AN EXCHANGE AGREEMENT WITH SUCH INSTITUTIONAL INVESTOR | 23 |
|---|---|
| Background and Description of Proposal | 23 |
| Reason for the Exchanges | 23 |
| Proposal to Approve the Issuance of Conversion Shares | 24 |
| Dilution to the other Stockholders as a Result of the Conversion Shares | 24 |
| Company’s Need to Substantially Reduce its Outstanding Indebtedness | 24 |
| Votes Required | 25 |
| Board Recommendation | 25 |
| PROPOSAL NO. 4 — Approval of amendments to the 2023 equity incentive plan (the “2023 EIP”); to increase the number of shares of common stock reserved for issuance with respect to awards granted under the 2023 EIP from 1,098,262 shares of common stock to 5,098,262 shares of common stock, and to increase the number of shares that can be issued upon exercise of Incentive Stock Options under the 2023 EIP from 1,098,262 shares of common stock to 5,098,262 shares of common stock | 26 |
| Reasons for the Approval of the Amendment to the 2023 Equity Incentive Plan | 26 |
| Votes Required | 27 |
| Board Recommendation | 27 |
| SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | 28 |
| | |
| OTHER BUSINESS | 28 |
| STOCKHOLDER PROPOSALS FOR THE 2025 ANNUAL MEETING | 29 |
| HOUSEHOLDING | 29 |
| DOCUMENTS INCORPORATED BY REFERENCE | 29 |
| OTHER MATTERS | 29 |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.