RYVYL Inc.
For the period ended Oct 23, 2025. Filed Sep 23, 2025.
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.
Oct 23, 2025 · Filed Sep 23, 2025
Contents
Cover page
Show cover page
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 under § 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 all boxes that apply):
| ☒ | No fee required |
|---|---|
| ☐ | Fee paid previously with preliminary materials. |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a- 6(i)(1) and 0-11 |
Dear Stockholder:
You are invited to attend the 2025 Annual Meeting of Stockholders (the “2025 Annual Meeting”) of RYVYL Inc. (“RYVYL,” the “Company,” “we,” “us,” or “our”), which will be held on October 23, 2025 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/RVYL2025 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 2025 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 2025 Annual Meeting. Instructions on voting your shares are in the proxy materials you received for the 2025 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 October 22, 2025. If you attend the 2025 Annual Meeting online and wish to vote at the 2025 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,
Fredi Nisan
Director and Chief Executive Officer
YOUR VOTE IS IMPORTANT
TO ASSURE YOUR REPRESENTATION AT THE 2025 ANNUAL MEETING WHETHER OR NOT YOU ATTEND ONLINE, PLEASE CAST YOUR VOTE AS INSTRUCTED IN THE PROXY MATERIALS YOU RECEIVED AS PROMPTLY AS POSSIBLE. YOUR PROXY, GIVEN BY VOTING PRIOR TO THE 2025 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 2025 ANNUAL MEETING A WRITTEN NOTICE OF REVOCATION OR A DULY EXECUTED PROXY BEARING A LATER DATE, OR BY ATTENDING THE 2025 ANNUAL MEETING ONLINE AND VOTING ONLINE.
IF YOU HAVE ALREADY VOTED OR DELIVERED YOUR PROXY FOR THE 2025 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 2025 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 2025 ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON October 23, 2025
To our Stockholders:
Notice (this “Notice”) is hereby given that the 2025 Annual Meeting of Stockholders (the “2025 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, October 23, 2025, at 4:00 p.m. 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 four 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, 2025; |
| (3) | To approve an amendment to our Amended and Restated Articles of Incorporation, as amended (the “Amended Articles”) to effectuate a reverse stock split of the Company’s common stock, par value $0.001 per share, at a ratio of between one-for-five and one-for-fifteen, with such ratio to be determined at the sole discretion of the Board and with such reverse stock split to be effectuated at such a rate and at such time and date, if at all, as determined by the Board in its sole discretion; |
| (4) | To approve an amendment to our Amended Articles to increase the number of authorized shares of common stock, from 100,000,000 shares to 500,000,000 shares; 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 September 10, 2025 as the record date (the “Record Date”) for a determination of stockholders entitled to notice and to vote at the 2025 Annual Meeting and any adjournment thereof. Holders of our common stock are entitled to vote at the 2025 Annual Meeting.
We are using the “Full Set Delivery” method of providing proxy materials to all stockholders of record. Because we have elected to utilize the “Full Set Delivery” option, we are delivering to all stockholders of record paper copies of all proxy materials, including our annual report on Form 10-K for the fiscal year ended December 31, 2024 (“2024 Annual Report”), as well as providing access to the proxy materials atwww.proxyvote.com. We will begin distributing this Proxy Statement, the Notice and proxy card on or about September 25, 2025.
The 2025 Annual Meeting will be held as a virtual meeting via live webcast on the Internet on Thursday, October 23, 2025, 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/RVYL2025 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 2025 Annual Meeting on the meeting website. Further instructions on how to attend and participate in the 2025 Annual Meeting via the Internet, including how to demonstrate proof of stock ownership, are available atwww.proxyvote.com.
By order of the Board of Directors,
Fredi Nisan
Director and Chief Executive Officer
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 |
| Director Independence | 8 |
| 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 | 14 |
| 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 |
i
| PROPOSAL NO. 3 - APPROVAL OF REVERSE SPLIT | 23 |
|---|---|
| Introduction | 23 |
| Reasons for Reverse Split; Nasdaq Requirements for Continued Listing | 24 |
| Potential Disadvantages of the Reverse Split | 24 |
| Effecting the Reverse Split | 25 |
| Effect on Outstanding Shares, option and Certain other Securities | 26 |
| Effect on Registration | 26 |
| Fractional Shares; Exchange of Stock Certificates | 26 |
| Anti-Takeover and Dilutive Effects | 27 |
| Accounting Consequences | 27 |
| Federal Income Tax Consequences | 27 |
| Text of Proposed Reverse Split Amendment; Effectiveness | 2 |
| Votes Required | 27 |
| Board Recommendation | 27 |
| PROPOSAL NO. 4 - APPROVAL OF INCREASE IN AUTHORIZED SHARES | 28 |
| General | 28 |
| Current Capital Structure | 28 |
| Background and Purpose of Amendment | 28 |
| Rights of Additional Authorized Shares | 29 |
| Potential Adverse Effects of the Amendment | 29 |
| Text of Proposed Increase in Authorized Shares Amendment Effectiveness Text of Proposed Increase in Authorized | 29 |
| Votes Required | 29 |
| Board Recommendation | 29 |
| HOUSEHOLDING | 31 |
| DOCUMENTS INCORPORATED BY REFERENCE | 32 |
| OTHER MATTERS | 32 |
ii
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.