RYVYL Inc. 8-K

What Happened

• RYVYL Inc. announced it received a Nasdaq notice on April 23, 2026 that it does not meet the Nasdaq Capital Market minimum stockholders’ equity requirement of $2.5 million under Rule 5550(b)(1). Nasdaq indicated the company’s common stock would be delisted at the open of business on May 4, 2026 unless an appeal was requested by April 30, 2026.
• The company filed a request for an appeal hearing on April 29, 2026. RYVYL says the appeal stays any suspension of trading pending the Nasdaq Hearings Panel decision.
• RYVYL previously announced that its stockholders approved a merger with RTB Digital, Inc. at a special meeting on April 1, 2026. RYVYL and RTB expect that, upon closing, the combined company will have more than $20 million in stockholders’ equity and will meet Nasdaq listing requirements; the companies are awaiting Nasdaq’s approval of the continued listing, which is the final condition to closing the merger.

Key Details

• Notice of non-compliance received: April 23, 2026.
• Nasdaq minimum stockholders’ equity rule cited: $2.5 million (Rule 5550(b)(1)).
• Appeal filed by RYVYL: April 29, 2026. Delisting would have occurred May 4, 2026 without appeal.
• Merger status: stockholder approval obtained April 1, 2026; expected post-merger equity > $20 million.

Why It Matters

• For investors, the filing signals a short-term listing risk: Nasdaq has found RYVYL out of compliance and set a delisting date, though the company has appealed and says the appeal pauses any trading suspension.
• The planned merger with RTB Digital is the company’s stated plan to cure the non-compliance because the combined equity is expected to exceed Nasdaq thresholds. Whether and when Nasdaq approves the continued listing and the merger closes will determine if trading and listing risks are resolved.
• The filing includes forward-looking statements and warns that completion of the merger and regaining compliance are subject to risks and uncertainties; investors should monitor future SEC filings and Nasdaq communications for updates.