---
schema_version: "secwatch.filing_event.v1"
accession: "0001185185-25-001221"
form_type: "8-K"
ticker: "RVYL"
cik: "0001419275"
company_name: "RYVYL Inc."
filed_at: "2025-09-17T23:59:59+00:00"
generated_at: "2026-05-17T06:20:50.667714+00:00"
event_type: "regulatory"
sentiment: "negative"
materiality_score: 0.65
calibrated_materiality_score: 0.65
confidence: "high"
source: SEC EDGAR
---

# RYVYL notifies Nasdaq of non-compliance with board independence and audit committee rules

## Summary
- Board currently has 2 independent directors (Brett Moyer, Gene Jones) and 2 non-independent (Fredi Nisan, George Oliva); needs one more independent for majority.
- Audit Committee has only one member (Brett Moyer); needs two more independent members to comply with Nasdaq Rule 5605(c)(2)(A).
- Company plans to appoint an independent director to fill a board vacancy as soon as possible; target third audit committee member by Feb 27, 2026.
- Non-compliance date for audit committee composition was August 31, 2025; 180-day cure period runs to February 27, 2026.

## SEC filing metadata
- accession: 0001185185-25-001221
- form_type: 8-K
- ticker: RVYL
- cik: 0001419275
- company_name: RYVYL Inc.
- filed_at: 2025-09-17T23:59:59+00:00
- event_type: regulatory
- sentiment: negative
- materiality_score: 0.65
- calibrated_materiality_score: 0.65
- confidence: high
- sec_items: 3.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1419275/000118518525001221/0001185185-25-001221-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1419275/000118518525001221/rvyl8k091725.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001185185-25-001221
- JSON: https://secwatch.observer/filing/0001185185-25-001221.json
- Plain text: https://secwatch.observer/filing/0001185185-25-001221.txt

## Key facts
- Listing & Compliance Notices
  RYVYL Inc. received a nasdaq deficiency notice notice regarding board independence (rules 5605(b)(1), 5605(c)(2)(A)).
  - Exchange: nasdaq
  - Notice: deficiency notice
  - Deficiency: board independence
  - Rules: 5605(b)(1), 5605(c)(2)(A)
  source text: September 15, 2025, the Company provided notice to the Nasdaq Continued Listing Center that the Company is not currently in compliance with Nasdaq Listing Rule 5605(b)(1) (the “Majority Independent Board Requirement”) and Nasdaq Listing Rule 5605(c)(2)(A) (the “Audit Committee Composition Requirement”). The Company’s Board of Directors (“Board”) is currently comprised of two directors who are independent, Brett Moyer and Gene Jones, and two directors who are not independent, Fredi Nisan and George Oliva. One additional director, who satisfies Nasdaq’s independence requirements, is required for
  evidence_url: https://www.sec.gov/Archives/edgar/data/1419275/000118518525001221/0001185185-25-001221-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.