of this Form 8-K and Exhibit 99.1 attached hereto shall not be deemed an admission as to the materiality of any information in this Form 8-K that is required to be disclosed solely to satisfy the requirements of Regulation FD. Forward-Looking Statements This Form 8-K, including Exhibit 99.1 attached hereto, may contain 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 fut…

Director — David Bailey: Mr. Bailey is departing to focus on his role as CEO of Nakamoto, Inc.

In accordance with the terms of the Merger Agreement, each of the directors of the Company who would not be continuing as a director after the completion of the Merger resigned from the Board of Directors of the Company (the “Board”) and any respective committees of the Board to which they belonged as of the closing of the Merger. In connection with the Merger, the size of the Board post-Merger was changed to seven members, and the Board was reconstituted as follows: ● James Heckman, Chief Ex…

The filing describes routine appointments to board committees and does not indicate any significant changes in management or executive departures.

of this Current Report on Form 8-K is incorporated by reference herein. Resignation of Directors Pursuant to the Merger Agreement, 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 . Additionally, effective May 15, 2026, Mr. George Oliva resigned from the B…

The Company assumed certain securities of the pre-merger RTB Digital, Inc., including options, warrants and convertible debt and interest due thereon. The Company has agreed to issue not less than an aggregate of 7,688,755 shares upon conversion of certain of the outstanding convertible debt and interest due thereon, as of the date hereof that matures in the future. Each of the holders of the convertible debt and interest is anticipated to be an accredited investor at the date of conversion,…

Entry into a Material Definitive Agreement. 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. Pursuant to the Merger Agreement, on May 12, 2026, Merger Sub merged with and into RTB, with RTB surviving the merger as a wholly owned subsidiary of Ryvyl. Pursuant to the terms of the Merger Agreement, Ryv…

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing As previously announced, the stockholders of RYVYL Inc., a Nevada corporation (the “Company”), approved the proposed merger with RTB Digital, Inc. (“RTB”), at a special meeting of stockholders held on April 1, 2026. Upon the closure of the merger, the post-merger company will have more than $20 Million in shareholder equity resulting from RTB’s additive stockholders’ equity. Therefore, the Comp…

Other Events. Last July 2025, RYVYL Inc. (the “Company”) disclosed a settlement with the SEC, whereby it consented to an agreed judgment that includes no monetary penalty and no admission of wrong-doing. The Company is pleased to announce that the SEC has approved the terms of the 2025 settlement, which resolves all potential legal claims by the SEC. The complaint and related materials filed by the SEC today memorialize that resolution (SEC v. RYVYL Inc., et al., Case No. 3-26-cv-02672-WQH-MM…

Director — Steven Fletcher: Steven Fletcher was appointed as a director and to the audit committee, bringing extensive experience in investment banking and corporate governance.

Other Events. On January 15, 2025, RYVYL Inc. (the “Company”) issued a press release announcing the filing of a proxy statement and a Registration Statement on Form S-4 with the U.S. Securities and Exchange Commission (the “SEC”) in connection with the Company’s proposed acquisition of RTB Digital, Inc. (the “Press Release”). A copy of the Press Release is attached hereto as Exhibit 99.1 and is incorporated herein by reference. Forward-Looking Statements This Form 8-K, including Exhibit 99.1…

Other Events. On January 5, 2026, RYVYL Inc.’s (the "Company") anticipated merger partner, RTB Digital, Inc. ("RTB"), executed a Binding Term Sheet (the "Agreement") with UTXO Management (the "Investor"), an affiliate of 210k Capital, LP and scheduled to consolidate assets into Nakamoto Holdings (“NAKA”). The Agreement provides a similar structure to the previous $33 million secured convertible note offering, investing an additional $10.0 million into RTB, which, assuming consummation of the…

Unregistered Sales of Equity Securities. Pursuant to a previously disclosed stipulation and agreement of settlement, dated as 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 (the “Commo…

Material Modification to Rights of Security Holders. The information contained in

Entry into a Material Definitive Agreement As previously disclosed in the Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission (the “SEC”) on October 7, 2025 (the “October Form 8-K”), RYVYL Inc., a Nevada corporation (the “Company”) entered into a Securities Purchase Agreement (the “Purchase Agreement”), dated October 6, 2025, with RTB Digital, Inc. (“RTB”), pursuant to which the Company sold an aggregate of 50,000 shares of its Series C convertible preferred stoc…

Material Modification to Rights of Security Holders. The information set forth in

Other Events. On November 14, 2025, the United States District Court for the Southern District of California (the “District Court”) issued an order (i) granting preliminary approval (the “Preliminary Approval”) of a proposed settlement, executed on September 30, 2025, of the consolidated shareholder derivative action “In re RYVYL Inc. Derivative Litigation, Lead Case No. 3:23-cv-01165-GPC-SBC”, which settlement includes the settlement of other related litigation pending in the Eight Judicial…

Other Events. On November 6, 2025, RYVYL Inc. (the “Company”) issued a press release announcing that Aly Madhavji has agreed to help guide the Company and RTB Digital, Inc. through their intended merger transaction (the “Merger”) and has agreed to serve as Chief Financial Officer of the post-Merger company (the “Press Release”). A copy of the Press Release is furnished hereto as Exhibit 99.1 and is incorporated herein by reference. Forward-Looking Statements This Form 8-K, including Exhibit 9…

CEO — Fredi Nisan: Mr. Nisan is retiring as CEO and director, with George Oliva appointed as Interim Chief Executive Officer.

Other Events. On October 15, 2025, RYVYL Inc. (the “ Company ”) issued a press release announcing that, after a direct investment by RTB Digital, Inc. into the Company, the Company was notified by NASDAQ that it has achieved the required shareholder equity threshold, thereby lifting the previous delisting risk. A copy of this press release is attached hereto as Exhibit 99.1 and incorporated herein by reference. Forward-Looking Statements This Report contains “forward-looking statements” withi…

Unregistered Sales of Equity Securities. The information contained in

As previously disclosed in a Current Report on Form 8-K filed with the SEC on April 11, 2025 (the “Original 8-K”), on April 8, 2025 the Company received a notification letter from the Nasdaq Listing Qualifications Staff (the “Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that its amount of stockholders’ equity had fallen below the $2,500,000 required minimum for continued listing set forth in Nasdaq Listing Rule 5550(b)(1) (the “Rule”). As noted in the Original 8-K,…

Entry into a Material Definitive Agreement As previously disclosed in the Current Reports on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on October 2, 2025, RYVYL Inc., a Nevada corporation (the “Company”), RYVYL Merger Sub Inc, and RTB Digital, Inc., a Delaware corporation (“RTB”), entered into an Agreement and Plan of Merger, dated September 28, 2025 (the “Merger Agreement”). Securities Purchase Agreement On October 6, 2025, the Company, entered into a Securities…

Director — Tod Browndorf: Appointment of Tod Browndorf as a director.

Entry into a Material Definitive Agreement Merger Agreement On September 28, 2025, RYVYL Inc., a Nevada corporation (the “Company”), RYVYL Merger Sub Inc., a Delaware corporation and wholly owned direct subsidiary of the Company (“Merger Sub”), and RTB Digital, Inc., a Delaware corporation (“RTB”), entered into an Agreement and Plan of Merger (the “Merger Agreement”). Merger and Merger Consideration The Merger Agreement provides that, subject to the satisfaction or waiver of the conditions se…