RYVYL Inc. 8-K

What Happened

• RYVYL Inc. (RVYL) filed an 8-K reporting two corporate actions approved by shareholders: an increase in authorized common shares and a reverse stock split. At the company’s annual meeting on December 15, 2025, shareholders approved raising authorized Common Stock from 100,000,000 to 500,000,000 shares; the Certificate of Amendment was filed with Nevada on December 19, 2025 and became effective upon filing. Shareholders also approved a reverse stock split in a range of 1-for-20 to 1-for-50; the board selected a 1-for-35 ratio and filed a Certificate of Change on December 30, 2025 to make the split effective at 5:00 p.m. Eastern on January 1, 2026. Trading on Nasdaq will be adjusted to the split at the start of trading on January 2, 2026.

Key Details

• Authorized shares increased from 100,000,000 to 500,000,000 (Certificate of Amendment filed Dec 19, 2025).
• Reverse Stock Split set at one-for-thirty-five (1:35); Certificate of Change filed Dec 30, 2025, effective Jan 1, 2026 at 5:00 p.m. ET.
• Trading will be split-adjusted on the Nasdaq Capital Market at open on Jan 2, 2026; new CUSIP for Common Stock: 39366L406.
• No fractional shares will be issued; any fractional shares resulting from the split will be rounded up to the nearest whole share. Transfer agent VStock Transfer, LLC is acting as exchange agent. The split will proportionally affect outstanding preferred stock, options, RSUs and warrants.

Why It Matters

• The reverse split reduces the number of outstanding shares and increases the per‑share price proportionately, which can affect per‑share metrics, trading liquidity, and how the market values the stock.
• Increasing authorized shares to 500 million gives the company flexibility to issue additional shares in the future (e.g., for financing, equity compensation or other corporate needs).
• Investors should note the effective and trading-adjusted dates (Jan 1 and Jan 2, 2026), the new CUSIP, and that existing options, RSUs and warrants will be adjusted on a pro rata basis. A press release announcing the split was filed as Exhibit 99.1 to the 8-K.