RYVYL Inc.

Upon receipt of stockholder approval for the Reverse Split, if approved, if our Board concludes that it is in the best interests of our Company and our stockholders to effect the Reverse Split, the Reverse Split Amendment will be filed with the Nevada Secretary of State. The actual timing of the filing of the Reverse Split Amendment with the Nevada Secretary of State to effect the Reverse Split will be determined by our Board; provided that the Board’s discretion to effect the Reverse Split will expire on June 30, 2026. In addition, if for any reason our Board deems it advisable to do so, the Reverse Split may be abandoned at any time prior to the filing of the Reverse Split Amendment, without further action by our stockholders. In addition, our Board may deem it advisable to effect the Reverse Split even if the price of our Common Stock is above $1.00 at the time the Reverse Split is to be effected. The Reverse Split will be effective as of the date of filing with the Nevada Secretary of State (the “Effective Time”).

Upon the filing of the Reverse Split Amendment, without further action on our part or our stockholders, the outstanding shares of Common Stock held by stockholders of record as of the Effective Time would be converted into a lesser number of shares of Common Stock based on a Reverse Split ratio as determined by the Board. For example, if you presently hold 1,000 shares of our Common Stock, you would hold 50 shares of our Common Stock following the Reverse Split if the ratio is one-for-twenty or you would hold 20 shares of our Common Stock if the ratio is one-for-fifty.