Form 8-K

8-K — RYVYL Inc.

Accession: 0001185185-26-001245

Filed: 2026-04-02

Period: 2026-03-27

CIK: 0001419275

SIC: 8742 (SERVICES-MANAGEMENT CONSULTING SERVICES)

Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers

Item: Submission of Matters to a Vote of Security Holders

Item: Financial Statements and Exhibits

Documents

8-K — rvyl8k040226.htm (Primary)

EX-99.1 — EXHIBIT 99.1 (rvylex99-1.htm)

EX-99.2 — EXHIBIT 99.2 (rvylex99-2.htm)

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2026-03-27

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

Current Report Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):

March 27, 2026

RYVYL INC.

(Exact name of registrant as specified in its charter)

Nevada

001-34294

22-3962936

(State or other jurisdiction

of incorporation)

(Commission File Number)

(I.R.S. Employer

Identification No.)

3131

Camino Del Rio North, Suite 1400

San Diego, CA

92108

(Address of principal executive offices and zip

code)

Registrant’s telephone number, including

area code: (855) 201-1613

Check the appropriate box below if the Form 8-K

is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities

Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange

Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under

the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under

the Exchange Act (17 CFR 240.13e-4(c))

Securities registered

pursuant to Section 12(b) of the Exchange Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, par value $0.001 per share

RVYL

The Nasdaq Stock Market LLC

(Nasdaq Capital Market)

Indicate by check mark

whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter)

or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐

If an emerging growth company, indicate by check

mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting

standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.07. Submission of Matters to a Vote

of Security Holders.

On April 1, 2026, RYVYL

Inc. (the “Company”) held its 2026 special meeting of stockholders (the “Special Meeting”). At the close of business

on February 6, 2026, the record date for the Special Meeting (the “Record Date”), there were 1,266,631 shares of common stock,

par value $0.001 per share (the “Common Stock”), issued and outstanding and entitled to vote at the Special Meeting. In addition,

on the Record Date there were 50,000 shares of Series C convertible preferred stock, par value $0.001 per share (the “Series C Preferred

Stock”), issued and outstanding, held by one record holder entitled to vote at the Special Meeting. Each share of Common Stock entitled

the holder thereof to one vote. Each share of Series C Preferred Stock entitled the holder thereof to vote on an as-converted to Common

Stock basis, subject to beneficial ownership limitation provisions, resulting in the holder being entitled to an aggregate of 205,775

votes. At the Annual Meeting, the holders of shares entitled to vote represented an aggregate of 1,472,406 votes of the Company’s

capital voting stock were represented in person or by proxy, constituting a quorum.

Set forth below are each

of the three proposals that were voted on at the Special Meeting and the stockholder votes on each such proposal, as certified by the

inspector of elections for the Annual Meeting. These proposals are described in further detail in the Definitive Proxy Statement on Schedule

14A that the Company filed with the U.S. Securities and Exchange Commission (the “SEC”) on February 13, 2026 (the “Proxy

Statement”).

Proposal No. 1: The Merger Agreement

and the transactions contemplated thereby, including the merger, the issuance of the

Merger Shares, the assumption of the RTB

equity incentive plans and outstanding awards, the assumption of the RTB convertible notes, and the change of control resulting from

the merger. There were 157,570 broker non-votes on this matter. The final voting results were as follows:

For

Against

Abstain

804,879

7,173

663

Proposal No. 2: Approval of an amendment

to the Ryvyl Amended and Restated Articles of Incorporation, as amended, to effect the change of name of Ryvyl to “RTB Digital,

Inc.;” The final voting results were as follows:

For

Against

Abstain

960,658

7,338

2,289

Proposal No. 3: To consider

and vote upon an adjournment of the RYVYL special meeting, if necessary, to solicit additional proxies if there are not sufficient votes

in favor of the foregoing proposals. The final voting results were as follows:

For

Against

Abstain

958,026

9,458

2,801

Item 5.02. Departure of Directors or Certain Officers; Election

of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On March 27, 2026, the Board of Directors (“Board”) appointed

Steven Fletcher as a director, filling a vacancy on the Board. Mr. Fletcher was also appointed to be a member of the audit committee

of the Board. The Board determined that Mr. Fletcher is an independent member of the Board

Mr Fletcher is a director of Lee

Enterprises, Incorporated, a provider of local news with more than 350 weekly and specialty publications across 72 markets in 25

states, where he is Chairman of the Audit and Risk Management Committee, and a member of the Executive Compensation Committee. Mr.

Fletcher has served as the Chief Executive Officer of technology company Explorer Parent LLC, a firm that sponsors special purpose

acquisition companies (SPACs), since July 2020, an advisor to Carney Technology Acquisition Corp. II (NASDAQ: CTAQ) since December

2020, an advisor to Epiphany Technology Acquisition Corp. (NASDAQ: EPHY) since January 2021, an advisor to BioPlus Acquisition Corp.

(NASDAQ: BIOS) since January 2021 and an advisor to Enterprise 4.0 Technology Acquisition Corp. (NASDAQ: ENTF) since October 2021.

He served from 2013 to August 2022 as an independent director of atVenu, a leading live event commerce platform, where he was a

member of the Audit and Compensation Committees, and as an independent director of Life Signals, Inc. a healthcare technology

company since November 2021. From 2003 to May 2018, Mr. Fletcher was a Managing Director, Co-Head of the Digital Media Group and

Head of the Software Group at GCA Savvian, a global investment bank. He was also a member of the firm’s Management Committee.

From 1994 until 2002, Mr. Fletcher worked at Goldman, Sachs & Co., where he held a number of leadership roles including Head of

the Private Placement Group, Head of the IT Services sector and Co-Head of the Hardware, Storage, EMS, and Internet Infrastructure

sectors. He began his career at Deloitte & Touche as a CPA. Mr. Fletcher received a B.A. in Economics from UCLA and an M.B.A.

from the Wharton School of the University of Pennsylvania.

Mr. Fletcher brings to the Board more than 20 years of experience in

the investment banking industry, and he has extensive expertise with respect to debt and equity financing, strategic transactions, capital

allocation, capital markets and corporate financial management, particularly in the digital media sector. He also has significant experience

with corporate governance through prior service on several boards. His experience enables him to provide strong oversight of financial

and disclosure responsibilities, controls, and procedures, which qualify him to serve as a member of our audit committee and as a designated

financial expert.

Forward-Looking Statements

This Form 8-K and Press Release contains forward-looking

statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. Such forward-looking statements

are characterized by future or conditional verbs such as “may,” “will,” “expect,” “intend,”

“anticipate,” “believe,” “estimate” and “continue” or similar words, including statements

regarding the Company’s ability to regain compliance with the Nasdaq continued listing standards. You should read statements that

contain these words carefully because they discuss future expectations and plans, which contain projections of future results of operations

or financial condition or state other forward-looking information. Such statements are only predictions and the Company’s actual

results may differ materially from those anticipated in these forward-looking statements. Such forward-looking statements are subject

to risks and uncertainties, many of which are beyond the Company’s control, which could cause the Company’s actual results

to differ materially from those expressed in or implied by these statements.

By their nature, forward-looking statements address

matters that are subject to risks and uncertainties. A variety of factors could cause actual events and results to differ materially from

those expressed in or contemplated by the forward-looking statements. Risk factors affecting the Company are discussed in detail in the

Company’s filings with the SEC. The Company undertakes no obligation to publicly update or revise any forward-looking statement,

whether as a result of new information, future events or otherwise, except to the extent required by applicable laws. There are a number

of risks and uncertainties that could cause actual results to differ materially from the forward-looking statements included in this Form

8-K and Press Release, including statements regarding the Company’s ability to regain compliance with the Nasdaq continued listing

standards, statements regarding the intention to effect the Reverse Stock Split and the result of effectuating such Reverse Stock Split,

and other important factors that could cause actual results to differ materially from those projected and those discussed under risk factors

in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 and other filings filed with the SEC (including

its Current Reports on Form 8-K and Quarterly Reports on Form 10-Q). Forward-looking statements speak only as of the date they are made.

The Company does not assume any obligation to update forward-looking statements as circumstances change. The Company gives no assurance

that it will achieve its expectations.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit No.

Name of Exhibit

99.1

Press Release issued on April 2, 2026 – Special Meeting results

99.2

Press Release issued on April 2, 2026 – Director appointment.

104

Cover Page Interactive Data File (embedded within the inline XBRL document).

SIGNATURES

Pursuant to the requirements

of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned

hereunto duly authorized.

RYVYL Inc.

By:

/s/ George Oliva

Name:

George Oliva

Title:

Interim Chief Executive Officer and Chief Financial Officer

Dated: April 2, 2026

EX-99.1 — EXHIBIT 99.1

EX-99.1

Filename: rvylex99-1.htm · Sequence: 2

Exhibit 99.1

Roundtable and RYVYL Announce Shareholders Approve Merger, with

99% of Votes Cast in Favor

Seattle, WA, April 2, 2026 — RYVYL Inc. (NASDAQ: RVYL) (“RYVYL”

or the “Company”), and RTB Digital Inc.’s (Roundtable) CEO, James Heckman, announced today that the merger was approved

at the Company’s Special Meeting of Shareholders held on April 1, 2026.

The approval removes the final corporate hurdle to complete the merger,

and, subject to Nasdaq approval of Roundtable’s initial listing application, which has been filed, establishes the foundation to list

the combined company on Nasdaq as RTB Digital Inc., expected to be listed under the ticker symbol RTB. The transaction is anticipated

to consummate imminently.

“We are grateful for the outcome of today’s Special Meeting

and appreciate RYVYL stockholders’ support for the merger,” said Heckman, founder and CEO of Roundtable. “In anticipation

of bringing our Web3, AI-powered digital media platform to NASDAQ.” 99% of votes cast were in favor.” which we believe reflects

strong understanding of the transformative impact our platform can deliver to major media businesses,” added Heckman.

About Roundtable (RTB Digital, Inc.)

Transforming the $200B Global Media Industry from Web1 to Web4.

Roundtable is the only full-stack enterprise platform combining AI and Web3 infrastructure,

including decentralized publishing, DeFi payments and reporting, data encryption and IP protection, syndication, revenue optimization,

AI-based business intelligence, management and operations, custom network applications, and a real-time blockchain-based payment and reporting

system. The platform represents a multi-generational leap in technology. For more information, visit RTB.io.

About RYVYL

RYVYL Inc. (NASDAQ: RVYL) operates a digital payment processing business

enabling transactions around the globe and provides payment solutions for underserved markets.

Cautionary Note Regarding Forward-Looking Statements

This press release includes information that constitutes

forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities

Exchange Act of 1934, as amended. These forward-looking statements are based on the Company’s current beliefs, assumptions and expectations

regarding future events, which in turn are based on information currently available to the Company. Such forward-looking statements include

statements that are characterized by future or conditional words such as “may,” “will,” “expect,”

“intend,” “anticipate,” “believe,” “estimate” and “continue” or similar words.

You should read statements that contain these words carefully because they discuss future expectations and plans, which contain projections

of future results of operations or financial condition or state other forward-looking information. Such forward-looking statements include

statements regarding the timing and effects of the Reverse Stock Split. By their nature, forward-looking statements address matters that

are subject to risks and uncertainties. A variety of factors could cause actual events and results to differ materially from those expressed

in or contemplated by the forward-looking statements, including the risk that the Reverse Stock Split will not guarantee that the Company

regains compliance with Nasdaq’s listing requirements or will remain in compliance with all other requirements for continued listing

on Nasdaq. Other risk factors affecting the Company are discussed in detail in the Company’s filings with the U.S. Securities and Exchange

Commission. The Company undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new

information, future events or otherwise, except to the extent required by applicable laws.

RYVYL IR Contact:

Richard Land, Alliance Advisors Investor Relations

973-873-7686, ryvylinvestor@allianceadvisors.com

Roundtable PR Contact:

Mehab Qureshi, RTB Digital Inc.

+91 90289 77198, press@roundtable.io

EX-99.2 — EXHIBIT 99.2

EX-99.2

Filename: rvylex99-2.htm · Sequence: 3

Exhibit 99.2

In photo: James Heckman, Roundtable Founder and CEO

Roundtable CEO James Heckman Clarifies Equity Status, Announces

One Year Lock

Ryvyl Adds Veteran former Goldman Sachs Tech Banker Steve Fletcher

to Board of Directors

Seattle, WA, April 02, 2026 (GLOBE NEWSWIRE) – James Heckman, CEO of AI-driven, Web3 media platform

- RTB Digital, Inc. (dba “Roundtable”), following shareholder approval of the company’s merger with RYVYL Inc. (NASDAQ:

RVYL) outlined the post-merger capitalization table lock-up agreement, and related liquidity considerations; provided additional detail

on the recently announced $10 million deposit toward a strategic investment and partnership; and announced a veteran digital media-focused

board member.

Heckman announced, “about 85% of outstanding shares, including

new shares from the merger, and 100% of the $35 million recently invested, which auto-converts into equity - concurrent with the merger,

have agreed to lock up for at least one year, with a 12-month release thereafter.”

The Company and its benefactors have made the rare decision to release

enough shares to meet minimum NASDAQ requirements related to liquidity but no more - the rest are locked. In short, of the combined total

of 13.5 million shares, only 2 million shares are unlocked, leaving 11.5 million locked.

Heckman continued to underscore the long-term commitment of the team.

“Our visionary, veteran product team has invested five intense

years, with tens of millions deployed, to create the only AI-driven, Web3, full-stack enterprise platform for professional media. Nothing

will distract us from reaching our industry goals, especially not short-term liquidity, as we focus on delivering a shared platform to

ensure transparency, efficiency, and profitability for our media partners.”

Strategic Investment

$35 million was invested into Roundtable leading into the merger and

is intended to accelerate client adoption. As is common in technology and media, RTB has identified, negotiated, and signed a binding

agreement to acquire control of a digital media company’s sales, operations, and distribution, as the commercial component of a

strategic investment. The $10 million deposit represents the first step in securing this agreement.

While the outcome is not guaranteed, the team brings decades of experience

securing and managing agreements of this nature, which could accelerate the scale of RTB’s platform business by several years. Post-merger,

RTB’s balance sheet is sufficient to support operations for more than a year even if the partnership is not consummated. Management

believes the transformative upside justifies the investment and is proceeding accordingly.

Appointment of Steve Fletcher to Board of Directors

On March 27, 2026, the RVYL Board of Directors (“Board”)

appointed Steven Fletcher as a director, filling a vacancy. Mr. Fletcher will serve on the audit committee, has been determined to be

an independent member and is expected to remain on the board, following the merger.

Mr. Fletcher brings more than 20 years of investment banking experience,

having begun his banking career at Goldman Sachs, where he held several leadership roles, including Head of the Private Placement Group,

Head of the IT Services sector, and Co-Head of the Hardware, Storage, EMS, and Internet Infrastructure sectors. He began his career at

Deloitte & Touche as a CPA, and received his M.B.A. from the Wharton School of the University of Pennsylvania.

Mr. Fletcher has extensive expertise in debt and equity financing,

strategic transactions, capital allocation, capital markets, and corporate financial management, particularly within the digital media

sector. He also brings significant corporate governance experience through prior board service, including as an independent director of

atVenu, LifeSignals, Inc., a healthcare technology company and Lee Enterprises, a provider of local news with more than 350 weekly and

specialty publications across 72 markets in 25 states, where he is Chairman of the Audit and Risk Committees, and a member of the Compensation

Committee.

Mr. Fletcher was also a co-founder and Co-Head of the Digital Media

Group and Head of the Software Group at GCA Savvian, a global investment bank, and since 2018 has served as CEO of Explorer Parent LLC,

a firm that sponsors special purpose acquisition companies (SPACs), including seven SPAC IPOs.

Mr. Fletcher has a 27-year relationship advising RTB’s founding

team, dating back to Rivals.com while at Goldman Sachs. He led the sale of Scout.com to News Corp and 5to1 to Yahoo, where he worked with

founder Heckman on the nine-figure Interclick acquisition and the AOL/Yahoo/MSN joint advertising venture. More recently he worked with

the team at Arena Group/Maven, and now Roundtable.