RYVYL Inc. 8-K

What Happened

• RYVYL Inc. announced it issued 122,164 shares of common stock on January 2, 2026 as consideration under a previously disclosed settlement (Settlement Agreement dated July 9, 2025) to resolve a putative class action (Case No. 3:23-cv-00185-GPC-SBC).
• The shares were issued pursuant to a Court Order and in reliance on the exemption from registration under Section 3(a)(10) of the Securities Act. The Settlement originally required issuance of 700,000 shares or, if a reverse split occurred before the Effective Date, a number of shares with value no less than $700,000; the company completed a 1-for-35 reverse stock split before the Effective Date.

Key Details

• Settlement Agreement date: July 9, 2025; issuance date: January 2, 2026.
• Settlement Shares issued: 122,164 common shares (post 1-for-35 reverse split adjustment).
• Original settlement threshold: 700,000 shares or equivalent value of at least $700,000 as of the Effective Date.
• Put option: settlement class counsel may, in its sole discretion, sell the Settlement Shares back to RYVYL if the 10-day average closing price falls below the closing price on the issuance date; the repurchase price is being reformulated in light of the reverse split.

Why It Matters

• The issuance increases RYVYL’s outstanding shares by 122,164, which is a straightforward share issuance that can modestly affect per-share metrics (e.g., EPS, ownership percentages) depending on company size.
• The put option creates a potential obligation: if exercised, RYVYL may need to repurchase the shares under the settlement’s terms, which could affect cash or capital structure.
• Investors should note this is a court-approved settlement issued under Section 3(a)(10) (not a registered offering) and tied to a prior class-action resolution.