---
schema_version: "secwatch.filing_event.v1"
accession: "0001185185-26-000081"
form_type: "8-K"
ticker: "RVYL"
cik: "0001419275"
company_name: "RYVYL Inc."
filed_at: "2026-01-08T23:59:59+00:00"
generated_at: "2026-05-16T11:11:42.259729+00:00"
event_type: "litigation"
sentiment: "neutral"
materiality_score: 0.6
calibrated_materiality_score: 0.6
confidence: "high"
source: SEC EDGAR
---

# RYVYL issues 122,164 shares to settle securities class action; put option included

## Summary
- Issued 122,164 common shares on Jan 2, 2026 to settle Cullen v. Ryvyl class action (3:23-cv-00185).
- Settlement value equates to no less than $700,000 after 1-for-35 reverse stock split.
- Shares issued under Section 3(a)(10) exemption; put option allows sale back at $1.00/share if 10-day avg falls below $1.00.
- Defendants deny all wrongdoing; settlement eliminates uncertainty and expense of further litigation.

## SEC filing metadata
- accession: 0001185185-26-000081
- form_type: 8-K
- ticker: RVYL
- cik: 0001419275
- company_name: RYVYL Inc.
- filed_at: 2026-01-08T23:59:59+00:00
- event_type: litigation
- sentiment: neutral
- materiality_score: 0.6
- calibrated_materiality_score: 0.6
- confidence: high
- sec_items: 3.02, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1419275/000118518526000081/0001185185-26-000081-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1419275/000118518526000081/rvyl8k010826.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001185185-26-000081
- JSON: https://secwatch.observer/filing/0001185185-26-000081.json
- Plain text: https://secwatch.observer/filing/0001185185-26-000081.txt

## Key facts
- Equity Issuances
  RYVYL Inc. issued 122,164 shares of common stock to settlement class represented by lead plaintiff Scot S. Cook for settlement with the plaintiffs in the Class Action in reliance on the exemption from registration under Section 3(a)(10).
  - Security: common stock
  - Shares: 122,164 shares
  - Purchaser: settlement class represented by lead plaintiff Scot S. Cook
  - Consideration: settlement with the plaintiffs in the Class Action in reliance on the exemption from registration under Section 3(a)(10)
  source text: of July 9, 2025, between RYVYL Inc. (the “Company”) and the other parties named therein (the “Settlement Agreement”) in connection with the putative class action lawsuit Case No. 3:23-cv-00185-GPC-SBC (the “Class Action”), on January 2, 2026, the Company became obligated to issue 122,164 shares (the “Settlement Shares”) of its common stock, par value $0.001
  evidence_url: https://www.sec.gov/Archives/edgar/data/1419275/000118518526000081/0001185185-26-000081-index.htm

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