secwatch / observer

RYVYL Inc. — fact timeline

Source-grounded facts extracted from RYVYL Inc.'s SEC 8-K filings across all families, newest first. Each cites a verbatim SEC excerpt.

RVYL RYVYL Inc. JSON

David Bailey departed as Director at RYVYL Inc..

“On June 1, 2026, RTB Digital, Inc., a Nevada corporation (the “Company”) announced that co-founder David Bailey of the recently acquired business, will depart the board of directors to focus on his role as Chief Executive Officer of Nakamoto, Inc. (NASDAQ Symbol: NAKA).”
M&A Transactions

RYVYL Inc. underwent a change of control involving RTB Digital, Inc. (closed 2026-05-12).

“On May 12, 2026 (the “Closing Date”), as contemplated by the Merger Agreement, following the satisfaction of the closing conditions set forth in the Merger Agreement, the Company completed its business combination with RTB (the “Merger”).”

William Sornsin was appointed as Chief Operating Officer at RYVYL Inc..

“As of May 21, 2026, the Board appointed James Heckman as the Chief Executive Officer, Aly Madhavji as the Chief Financial Officer, George Oliva as the Chief Accounting Officer, and William Sornsin as the Chief Operating Officer.”

George Oliva was appointed as Chief Accounting Officer at RYVYL Inc..

“As of May 21, 2026, the Board appointed James Heckman as the Chief Executive Officer, Aly Madhavji as the Chief Financial Officer, George Oliva as the Chief Accounting Officer, and William Sornsin as the Chief Operating Officer.”

Aly Madhavji was appointed as Chief Financial Officer at RYVYL Inc..

“As of May 21, 2026, the Board appointed James Heckman as the Chief Executive Officer, Aly Madhavji as the Chief Financial Officer, George Oliva as the Chief Accounting Officer, and William Sornsin as the Chief Operating Officer.”

James Heckman was appointed as Chief Executive Officer at RYVYL Inc..

“As of May 21, 2026, the Board appointed James Heckman as the Chief Executive Officer, Aly Madhavji as the Chief Financial Officer, George Oliva as the Chief Accounting Officer, and William Sornsin as the Chief Operating Officer.”

George Oliva resigned as Director at RYVYL Inc..

“effective May 15, 2026, Mr. George Oliva resigned from the Board and any committees of the Board to which he belonged, which resignation was not the result of any disagreements with the Company relating to the Company’s operations, policies or practices; however Mr. Oliva continued as an officer of the Company as Chief Accounting Officer.”

Tod Browndorf resigned as Director at RYVYL Inc..

“effective May 15, 2026, Messrs. Gene Jones and Tod Browndorf, resigned from the Board and any respective committees of the Board to which they belonged, which resignations were not the result of any disagreements with the Company relating to the Company’s operations, policies or practices .”

Gene Jones resigned as Director at RYVYL Inc..

“effective May 15, 2026, Messrs. Gene Jones and Tod Browndorf, resigned from the Board and any respective committees of the Board to which they belonged, which resignations were not the result of any disagreements with the Company relating to the Company’s operations, policies or practices .”
Material Agreements

RYVYL Inc. entered into Agreement and Plan of Merger with RTB Digital, Inc. (effective 2025-09-28).

“On September 28, 2025, RYVYL Inc. (“Ryvyl”), RYVYL Merger Sub Inc. (“Merger Sub”), a wholly owned subsidiary of Ryvyl, and RTB Digital, Inc. (“RTB”) entered into an Agreement and Plan of Merger, (the “Merger Agreement”), as subsequently amended.”
Listing & Compliance Notices

RYVYL Inc. received a nasdaq deficiency notice notice regarding stockholders equity (rules 5550(b)(1)).

“April 23, 2026, the Company received written notice (“Notice”) regarding non-compliance of the minimum stockholders’ equity requirement of $2.5 Million for continued listing on Nasdaq Capital Market under Rule 5550(b)(1)”
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).

“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”
Equity Issuances

RYVYL Inc. issued common stock.

“RYVYL Inc. (NASDAQ: RVYL) (“RYVYL” or the “Company”) today announced that its board of directors has approved a 1-for-35 reverse stock split (the “Reverse Stock Split”) of the Company’s common stock”
Governance Changes

RYVYL Inc.: Effected a reverse stock split at a 1-for-35 ratio (effective 2026-01-01).

“to effect the Reverse Stock Split at a ratio of one-for-thirty-five (1-for-35)”
Governance Changes

RYVYL Inc.: Increased authorized shares of common stock from 100,000,000 to 500,000,000 (effective 2025-12-19).

“the Company filed a certificate of amendment to the Articles of Incorporation”
Material Agreements

RYVYL Inc. amended First Amendment to the Securities Purchase Agreement with RTB Digital, Inc. valued at $1,500,000 (effective 2025-12-09).

“On December 9, 2025, the Company and RTB entered into a First Amendment to the Securities Purchase Agreement (the “Amendment”), pursuant to which the parties to the Purchase Agreement agreed to amend certain terms of the Purchase Agreement and the Certificate of Designation of Preferences, Rights and Limitations of Series C Convertible Preferred Stock (the “Certificate of Designation”).”
Equity Issuances

RYVYL Inc. issued 50,000 shares of preferred stock to RTB Digital, Inc. for increased by $1,500,000 to aggregate of $6,500,000.

““Certificate of Designation”). Pursuant to the Amendment, such parties agreed to (i) increase the original purchase price for the 50,000 shares of Series C Preferred Stock by $1,500,000 to an aggregate of $6,500,000, to be paid at the signing of the Amendment by RTB to the Company, and (ii) increase the Stated Value (as defined in the Purchase Agreement) per”
Governance Changes

RYVYL Inc.: Certificate of Designation amendment to increase Stated Value from $100.00 to $130.00 (effective 2025-12-09).

“On December 9, 2025, the Company filed a Certificate of Amendment to the Certificate of Designation to increase the Stated Value from $100.00 to $130.00 (the “Certificate of Amendment”).”
Equity Issuances

RYVYL Inc. issued 50,000 shares of Series C Convertible Preferred Stock of preferred stock to the Investors named in the Purchase Agreement for $0.40 per share for gross proceeds of up to $5,000,000.

“the Company sold an aggregate of 50,000 shares of its Series C convertible preferred stock, par value $0.001 per share (the “Series C Preferred Stock”)to the Investors in a private placement (the “PIPE financing”), which was closed on October 7, 2025. Each share of Series C Preferred Stock was sold at a purchase price of $0.40 per share to the Investors for a gross proceeds of up to $5,000,000 to the Company, before the offering expenses.”
Governance Changes

RYVYL Inc.: Filed Certificate of Designation for Series C Convertible Preferred Stock, designating 50,000 shares (effective 2025-10-07).

“Pursuant to the terms of the Purchase Agreement, on October 7, 2025, the Company filed the Certificate of Designation with the Secretary of State of the State of Nevada, designating 50,000 shares of the Company’s preferred stock as Series C Preferred Stock, $0.001 par value per share.”
M&A Transactions

RYVYL Inc. completed a disposition involving Purchaser for $15,000,000.

“Shares”) of Ryvyl EU, by Transact Europe Holdings EOOD, the Company’s wholly owned subsidiary, also domiciled in Bulgaria (“Transact Europe”) for an aggregate purchase price of $15,000,000. As also reported in the January 2025 Form 8-K, on January 23, 2025, the Company, Transact Europe and the Purchaser also entered into a Termination Agreement (the “Termination”
Listing & Compliance Notices

RYVYL Inc. received a nasdaq deficiency notice notice regarding board independence (rules 5605(b)(1), 5605(c)(2)(A)).

“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”
Listing & Compliance Notices

RYVYL Inc. received a nasdaq deficiency notice notice regarding minimum bid price (rules 5550(a)(2), 5810(c)(3)(A)).

“June 12, 2025, RYVYL Inc., a Nevada corporation (the “Company”), received a notice from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”), notifying the Company that, because the closing bid price for its common stock has fallen below $1.00 per share for 30 consecutive business days, the Company no longer complies with the minimum bid price requirement for continued listing on the Nasdaq Global Market under Nasdaq Lising Rule 5550(a)(2) (the “Minimum Bid Price Requirement”). Nasdaq’s notice has no immediate effect on the listing of the Company’s common stock on th”

Brett Moyer was appointed as Director at RYVYL Inc..

“On June 12, 2025, the Board appointed Brett Moyer as a director of the Company and member of the Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee to fill the vacancies created by Mr. Montoya’s resignation.”

David Montoya resigned as Director at RYVYL Inc..

“Effective June 10, 2025, David Montoya resigned as a member of the Board of Directors, including all committee appointments, of RYVYL Inc.”
Listing & Compliance Notices

RYVYL Inc. received a nasdaq extension granted notice regarding stockholders equity (rules 5550(b)(1)).

“May 23, 2025, to submit a compliance plan to Nasdaq, which, if accepted, would result in an extension of up to 180 calendar days from the date of the Notice for the Company to evidence compliance. On May 21, 2025, the Company submitted a compliance plan to Nasdaq to regain compliance with Equity Rule (the “Compliance Plan”). On May 23, 2025, the Company received a letter from Nasdaq (the “Nasdaq Extension Letter”) stating that, based on the information presented in the Compliance Plan, Nasdaq has determined to grant the Company an extension to regain compliance with the Equity Rule. Pursuant t”
Listing & Compliance Notices

RYVYL Inc. received a nasdaq deficiency notice notice regarding stockholders equity (rules 5550(b)(1)).

“April 8, 2025, RYVYL Inc., a Nevada corporation (the “Company”), received written notice (the “Notice”) from The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that, based on the Company’s stockholders’ equity of ($1,492,000) as of December 31, 2024, it is no longer in compliance with the minimum stockholders’ equity requirement of $2.5 million for continued listing on the Nasdaq Capital Market under Nasdaq Listing Rule 5550(b)(1 ). The Company has until May 23, 2025 to provide Nasdaq with a plan to regain compliance with the foregoing listing requirement. If the Company’s plan to re”

Min Wei resigned as Chief Operating Officer at RYVYL Inc..

“Effective June 26, 2024, Min Wei resigned as Chief Operating Officer of RYVYL Inc.,”
Earnings Releases

RYVYL Inc. updated its the year ended December 31, 2023 guidance (initiated).

“On January 19, 2024, RYVYL Inc., a Nevada corporation (the “Company”), issued a press release including certain preliminary financial and operating results for the year ended December 31, 2023. The press release also contains information providing certain 2024 revenue guidance for the Company.”
Governance Changes

RYVYL Inc.: Filed Certificate of Designations for Series B Convertible Preferred Stock (effective 2023-11-28).

“on November 28, 2023, the Company filed with the Secretary of State of the State of Nevada a Certificate of Designations of Rights and Preferences of Series B Convertible Preferred Stock”
Material Agreements

RYVYL Inc. entered into Exchange Agreement with an institutional investor (effective 2023-11-27).

“on November 27, 2023, RYVYL Inc., a Nevada corporation (the “Company”), entered into an Exchange Agreement (the “Exchange Agreement”) with an institutional investor (the “Investor”), which previously provided $100 million in convertible note financing to the Company, evidenced by an 8% Convertible Note Due 2023, issued to the Investor on November 8, 2021 (the “Note”).”
Material Agreements

RYVYL Inc. entered into Second Exchange Agreement with an institutional investor valued at $60,303,000 of the outstanding principal under the Note for 55,000 shares of Series B Preferred Stoc (effective 2023-11-27).

“On November 27, 2023, the Company entered into an Exchange Agreement (the “Second Exchange Agreement”) with the Investor.”
Earnings Releases

RYVYL Inc. reported quarter ended September 30, 2023 results: revenue $17.5 million.

“Revenue increased by $6.9 million, or 64%, to $17.5 million for the quarter ended September 30, 2023, from $10.6 million for the year-earlier quarter.”
Earnings Releases

RYVYL Inc. reported third quarter ended September 30, 2023 results: revenue $17.5 million.

“Record quarterly revenue of $17.5 million versus $10.6 million during the same time period in 2022, a 64% increase.”
Governance Changes

RYVYL Inc.: Increased authorized common stock from 17,500,000 to 100,000,000 shares via Certificate of Amendment to Amended and Restated Articles (effective 2023-11-03).

“On November 3, 2023, following the Annual Meeting, the Company filed a Certificate of Amendment to the Amended and Restated Articles with the Nevada Secretary of State.”
Shareholder Votes

RYVYL Inc. shareholders approved Approval of the Company's 2023 Equity Incentive Plan at the 2023-11-02 meeting.

“RYVYL Inc. (the “Company”), on November 2, 2023 held its 2023 annual meeting of stockholders (the “Annual Meeting”) at which meeting, among other items on the agenda, the Company’s stockholders approved the Company’s 2023 Equity Incentive Plan.”
Earnings Releases

RYVYL Inc. reported the quarter ended September 30, 2023 results: revenue $17.0 million.

“--- EX-99.1 2 ex_586491.htm EXHIBIT 99.1 ex_586491.htm Exhibit 99.1 ` RYVYL Announces Preliminary Third Quarter 2023 Revenues Grew 60% Year-over-Year to a Quarterly Record $17.0 million. Management to Host Third Quarter 2023 Financial Results Conference Call on Monday, November 13, 2023 SAN DIEGO, CA – October 26, 2023 – RYVYL Inc. (NASDAQ: RVYL) ("RYVYL” or the”
Listing & Compliance Notices

RYVYL Inc. received a nasdaq deficiency notice notice regarding market value (rules 5550(b)(2)).

“October 19, 2023, the Company received a determination letter (the “Letter”) from the Staff of Nasdaq stating that the Company is not in compliance with the Market Value of Listed Securities (“MVLS”) Standard, since the Company’s common stock, par value $0.001, was below the $35 million minimum MVLS requirement for continued listing on Nasdaq under Nasdaq Listing Rule 5550(b)(2) and had not been at least $35 million for the previous 30 consecutive business days. As such, the Letter stated that the Staff would commence delisting proceedings against the Company. The Company has been provided wit”

George Oliva was appointed as Chief Financial Officer at RYVYL Inc..

“On the Effective Date, the Company appointed George Oliva as Chief Financial Officer of the Company, effective immediately.”

Gene Jones resigned as Interim Chief Financial Officer at RYVYL Inc..

“Effective as of October 16, 2023 (the “Effective Date”), Gene Jones resigned as Interim Chief Financial Officer of RYVYL Inc. (the “Company”).”
Governance Changes

RYVYL Inc.: Approved a 1-for-10 reverse stock split and filed a Certificate of Change with the Nevada Secretary of State (effective 2023-09-06).

“The board of directors (“Board”) of RYVYL Inc., a Nevada corporation (the “Company”), approved a reverse stock split of the Company’s authorized, issued and outstanding shares of common stock, par value $0.001 per share (“Common Stock”), at a ratio of 1-for-10 (the “Reverse Stock Split”).”
Material Agreements

RYVYL Inc. amended Amendment No. 2 to the Exchange Agreement with the Investor (effective 2023-08-25).

“On August 25, 2023, the Company and the Investor entered into Amendment No. 2 to the Exchange Agreement further extending the Stockholder Approval Date to November 2, 2023.”
Material Agreements

RYVYL Inc. amended Amendment No. 1 to the Exchange Agreement with an institutional investor (effective 2023-08-18).

“On August 18, 2023, the Company and the Investor entered into Amendment No. 1 to the Exchange Agreement extending the Stockholder Approval Date to October 19, 2023.”
Material Agreements

RYVYL Inc. entered into Exchange Agreement with institutional investor valued at Exchange of $22.703 million of outstanding principal and interest under the 8% Convertible Note Due (effective 2023-07-25).

“Item 1.01 Entry into a Material Definitive Agreement As described in a Current Report on Form 8-K filed with the Securities and Exchange Commission (“SEC”) on July 26, 2023 (the “July 26 th Form 8-K”), on July 25, 2023, RYVYL Inc., a Nevada corporation (the “Company”), entered into an Exchange Agreement (the “Exchange Agreement”) with an institutional investor (the “Investor”), which previously provided $100 million in convertible note financing to the Company, evidenced by an 8% Convertible Note Due 2023, issued to the Investor on November 8, 2021 (the “Note”), which Note was originally due on November 5, 2023, and which maturity date was extended to November 5, 2024, pursuant to a Restructuring Agreement, dated as of August 16, 2022.”
Material Agreements

RYVYL Inc. entered into Exchange Agreement with an institutional investor valued at an aggregate of $22.703 million of the outstanding principal and interest (effective 2025-07-25).

“On July 25, 2023, RYVYL Inc., a Nevada corporation (the “Company”), entered into an Exchange Agreement (the “Exchange Agreement”) with an institutional investor (the “Investor”), which previously provided $100 million in convertible note financing to the Company, evidenced by an 8% Convertible Note Due 2023, issued to the Investor on November 8, 2021 (the “Note”)”
Earnings Releases

RYVYL Inc. reported the second quarter ended June 30, 2023 results: revenue $14.5 million.

“Exhibit 99.1 RYVYL Announces Preliminary Second Quarter 2023 Financial Results Q2 2023 Revenues Exceed Guidance Range of $12.5 to $14 million, Growing 30% Sequentially to $14.5 million Q2 Processing Volume Exceeds Guidance Range of $580 to $610 million, Growing 16% Sequentially to $650 million SAN DIEGO, CA – July 19, 2023 – RYVYL Inc. (NASDAQ: RVYL) (“RYVYL””
Listing & Compliance Notices

RYVYL Inc. received a nasdaq deficiency notice notice regarding minimum bid price (rules 5550(a)(2)).

“June 7, 2023, the Listing Qualifications Staff of Nasdaq (the “Staff”) provided notice to the Company (the “Nasdaq Notice”) that the Company has not regained compliance with Rule 5550(a)(2) and is not eligible for a second 180 calendar day compliance period as the Company does not comply with the minimum $5,000,000 stockholder’s equity requirement for initial listing on the Nasdaq Capital Market. The Company intends to submit a plan to regain compliance to the Nasdaq Hearings Panel as part of the hearing process, which compliance plan may include conducting a reverse stock split if necessary t”

Gene Jones was appointed as Interim Chief Financial Officer at RYVYL Inc..

“appointed Gene Jones as the Company’s Interim Chief Financial Officer, effective as of June 1, 2023”

Mary Lay Hoitt departed as Chief Financial Officer at RYVYL Inc..

“replacing Mary Lay Hoitt who left the Company on the same day.”

David Montoya was appointed as Director and Chairperson of Audit, Compensation, and Nominating Committees at RYVYL Inc..

“appointed Mr. David Montoya as a director of the Company, effective that day, with his term expiring at the Company’s annual meeting of stockholders to be held in 2023.”

Facts are extracted by an LLM and gated to those whose source quote is present verbatim in the filing text. Coverage is best-effort while backfill and monitoring mature; this is not yet a full-market index. See methodology.