RYVYL Inc.
For the period ended Dec 15, 2025. Filed Nov 14, 2025.
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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 15, 2025 · Filed Nov 14, 2025
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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 rescheduled 2025 Annual Meeting of Stockholders (the “2025 Annual Meeting”) of RYVYL Inc. (“RYVYL,” the “Company,” “we,” “us,” or “our”), which will be held on December 15, 2025 at 4:00 p.m. Eastern Time (“ET”)/1:00 p.m. Pacific Time. The 2025 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 the proxy materials in the mail, by completing, dating, signing and returning the enclosed proxy card, 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 December 14, 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 our board of directors and management, I would like to express our appreciation for your continued support.
Very truly yours,
George Oliva
Director and Interim 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.
Our stockholders may have already received proxy cards soliciting voting instructions for the Company’s previously announced 2025 annual meeting of stockholders (the “Original 2025 Annual Meeting”); however, because such meeting was rescheduled and certain material information relating to Proposal 3 has changed, the proxy cards distributed in connection with the Original 2025 Annual Meeting have been rendered obsolete and will not be tabulated for this rescheduled 2025 Annual Meeting. Accordingly, irrespective of whether you previously completed, signed, and returned an earlier proxy card, or otherwise transmitted voting instructions, we urgently request that you vote your shares by using one of the methods referred to in the instructions in the section titled “How Do I Vote” in the proxy statement for the 2025 Annual Meeting or, if you requested to receive printed proxy materials, your enclosed proxy card, at your earliest possible convenience so that your shares are duly represented at the rescheduled 2025 annual meeting. PROXY CARDS OR OTHER VOTING INSTRUCTIONS SUBMITTED WITH RESPECT TO THE ORIGINAL 2025 ANNUAL MEETING WILL NOT COUNT AS VOTES CAST OR AS PRESENT FOR PURPOSES OF DETERMINING A QUORUM AT THE 2025 ANNUAL MEETING.
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 RESCHEDULED 2025 ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON DECEMBER 15, 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 Monday, December 15, 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 of the Company’s stockholders and until their respective successors are elected and qualified or until each of their earlier resignation or removal; |
| (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 (“Common Stock”), at a ratio of between one-for-twenty and one-for-fifty, with such ratio to be determined at the sole discretion of our board of directors (“Board of Directors”) 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 of Directors in its sole discretion and no later than June 30, 2026; |
| (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 2025Annual Meeting was originally scheduled to be held on October 30, 2025. The Company decided to reschedule the 2025 Annual Meeting for December 15, 2025 in order to allow a significant number of new stockholders to participate in, and vote on the proposals to be voted on, at the 2025 Annual Meeting and in order to modify one of the proposals to be voted upon, as set forth herein. The Company established a new record date for determining stockholders entitled to notice of and to vote at the rescheduled 2025 Annual Meeting. As a result, the Company is sending this new Notice and Proxy Statement for the rescheduled 2025 Annual Meeting.
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 has fixed the close of business on October 31, 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 shares of Common Stock and shares of Series C convertible preferred 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, filed with the U.S. Securities and Exchange Commission on March 28, 2025 (“2024 Annual Report”), as well as providing access to the proxy materials atwww.proxyvote.com. We began distributing the Proxy Statement, this Notice, the 2024 Annual Report and proxy card on or about November 14, 2025.
Our stockholders may have already received proxy cards soliciting voting instructions for the Company’s previously announced 2025 annual meeting of stockholders (the “Original 2025 Annual Meeting”); however, because such meeting was rescheduled and certain material information relating to Proposal 3 has changed, the proxy cards distributed in connection with the Original 2025 Annual Meeting have been rendered obsolete and will not be tabulated for this rescheduled 2025 Annual Meeting. Accordingly, irrespective of whether you previously completed, signed, and returned an earlier proxy card, or otherwise transmitted voting instructions, we urgently request that you vote your shares by using one of the methods referred to in the instructions in the section titled “How Do I Vote” in the proxy statement for the 2025 Annual Meeting or, if you requested to receive printed proxy materials, your enclosed proxy card, at your earliest possible convenience so that your shares are duly represented at the rescheduled 2025 Annual Meeting. PROXY CARDS OR OTHER VOTING INSTRUCTIONS SUBMITTED WITH RESPECT TO THE ORIGINAL 2025 ANNUAL MEETING WILL NOT COUNT AS VOTES CAST OR AS PRESENT FOR PURPOSES OF DETERMINING A QUORUM AT THE 2025 ANNUAL MEETING.
The 2025 Annual Meeting will be held as a virtual meeting via live webcast on the Internet on Monday, December 15, 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 2025 Annual Meeting in person. You will be able to attend the 2025 Annual Meeting, vote, and submit your questions on the day of the 2025 Annual 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 such 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,
George Oliva
Director and Interim Chief Executive Officer
TABLE OF CONTENTS
| Page | |
|---|---|
| GENERAL INFORMATION – QUESTIONS AND ANSWERS ABOUT THE 2025 ANNUAL MEETING | 1 |
| DIRECTORS AND OFFICERS | 7 |
| Business Experience of Executive Officers | 7 |
| Business Experience of Non-Employee Directors | 8 |
| Family Relationships | 8 |
| CORPORATE GOVERNANCE | 9 |
| Composition of our Board of Directors | 9 |
| Director Qualifications | 9 |
| Director Independence | 9 |
| Board Leadership Structure and Board’s Role in Risk Oversight | 10 |
| Committees of the Board of Directors | 10 |
| Director Attendance at Annual Meetings of Stockholders | 12 |
| Code of Business Conduct and Ethics | 12 |
| Board of Directors Committees Self-Assessment | 12 |
| Communications with the Board of Directors | 13 |
| Board of Directors and Committee Meetings and Attendance | 13 |
| Delinquent Section 16(a) Reports | 13 |
| EXECUTIVE COMPENSATION | 14 |
| Summary Compensation Table | 14 |
| Outstanding Equity Awards at Fiscal Year-End | 15 |
| Pay versus Performance | 18 |
| DIRECTOR COMPENSATION | 19 |
| Non-Employee Director Compensation Table | 19 |
| CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE | 20 |
| Related Party Transactions | 20 |
| Indemnification Under Articles of Incorporation and Bylaws; Indemnification Agreements | 21 |
| Policy Regarding Related Party Transactions | 21 |
| PROPOSAL NO. 1 - ELECTION OF DIRECTORS | 22 |
| Votes Required | 22 |
| Board Recommendation | 22 |
| PROPOSAL NO. 2 - RATIFICATION OF THE APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 23 |
| Fees Paid to Auditor | 23 |
| Audit Committee Pre-Approval Policies and Procedures | 23 |
| Audit Committee Report | 24 |
| Votes Required | 24 |
| Board Recommendation | 24 |
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| PROPOSAL NO. 3 - APPROVAL OF REVERSE SPLIT | 25 |
|---|---|
| Introduction | 25 |
| Reasons for Reverse Split; Nasdaq Requirements for Continued Listing | 26 |
| Potential Disadvantages of the Reverse Split | 26 |
| Effecting the Reverse Split | 27 |
| Effect on Outstanding Shares, option and Certain other Securities | 28 |
| Effect on Registration | 28 |
| Fractional Shares; Exchange of Stock Certificates | 28 |
| Anti-Takeover and Dilutive Effects | 29 |
| Accounting Consequences | 29 |
| Federal Income Tax Consequences | 29 |
| Text of Proposed Reverse Split Amendment; Effectiveness | 29 |
| Votes Required | 29 |
| Board Recommendation | 29 |
| PROPOSAL NO. 4 - APPROVAL OF INCREASE IN AUTHORIZED SHARES | 30 |
| General | 30 |
| Current Capital Structure | 30 |
| Background and Purpose of Amendment | 30 |
| Rights of Additional Authorized Shares | 31 |
| Potential Adverse Effects of the Amendment | 31 |
| Text of Proposed Increase in Authorized Shares Amendment Effectiveness Text of Proposed Increase in Authorized | 31 |
| Votes Required | 31 |
| Board Recommendation | 31 |
| SECURITY OWNERSHIP OF OTHER BENEFICIAL HOLDERS AND MANAGEMENT | 32 |
| OTHER BUSINESS | 33 |
| STOCKHOLDER PROPOSALS FOR THE 2026 ANNUAL MEETING OF STOCKHOLDERS | 33 |
| HOUSEHOLDING | 33 |
| DOCUMENTS INCORPORATED BY REFERENCE | 34 |
| OTHER MATTERS | 34 |
| ANNEX A – FORM OF CERTIFICATE OF CHANGE | A-1 |
| ANNEX B – FORM OF CERTIFICATE OF AMENDMENT | B-1 |
| PROXY CARD | Proxy - 1 and 2 |
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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.