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): October 16, 2023

 

RYVYL Inc.

(Exact name of registrant as specified in its charter)

 

Nevada

 

001-34294

 

22-3962936

(State or other jurisdiction of
incorporation or organization)

 

(Commission file number)

 

(IRS Employer

Identification No.)

 

3131 Camino Del Rio North, Suite 1400

San Diego, CA 92108

(Address of principal executive offices) (Zip Code)

 

Registrant’s telephone number, including area code: (619) 631-8261

 

                                                                                                  

(Former Name or Former Address, if Changed Since Last Report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations 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 Act:

 

Title of each class

 

Trading Symbol(s)

 

Name of each exchange on which registered

Common Stock $0.001

 

RVYL

 

The Nasdaq Stock Market LLC

 

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 5.02  Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

Effective as of October 16, 2023 (the “Effective Date”), Gene Jones resigned as Interim Chief Financial Officer of RYVYL Inc. (the “Company”). On the Effective Date, the Company appointed George Oliva as Chief Financial Officer of the Company, effective immediately.

 

Mr. Oliva, age 62, has over 30 years as a senior finance professional, with a background in corporate finance, treasury, financial planning and analysis, international tax, and strategic planning. Mr. Oliva served as Chief Financial Officer and Corporate Secretary of WiSA Technologies, Inc. since September 2019. From May 2019 to December 2019, Mr. Oliva served as a partner at Hardesty, LLC, an executive officer consulting service provider, through which he provided financial consulting services to public and private companies nationwide. From August 2018 to April 2019, Mr. Oliva served as Interim Chief Financial Officer of SpineEx, Inc., a California-based medical equipment manufacturer, where he was responsible for managing the company’s financial, human resource and information technology departments. From June 2018 to August 2018, he served as Vice President of Finance of GameWorks, a family entertainment chain, where he developed a plan to restructure the company’s business in connection with an acquisition by a lender. From March 2017 to June 2018, Mr. Oliva served as controller for Eva Automation, an audio company, where he implemented purchase accounting in connection with a $180 million acquisition. Mr. Oliva began his career in auditing with Arthur Andersen & Co. Mr. Oliva is a certified public accountant, inactive, and holds a B.S. in Business Administration from the Walter A. Haas School of Business of the University of California, Berkeley.

 

Mr. Oliva has no family relationships with any of the Company’s directors or executive officers, and he is not a party to, and does not have any direct or indirect material interest in, any transaction requiring disclosure under Item 404(a) of Regulation S-K. There are no arrangements or understandings between Mr. Oliva and any other persons pursuant to which he was selected as an officer.

 

In connection with Mr. Oliva’s appointment as Chief Financial Officer, the Compensation Committee of the Board determined that Mr. Oliva will receive an annual base salary of $320,000. In addition, on the 90th day following his start date, Mr. Oliva will be eligible to receive a signing bonus in the form of a stock grant valued at $50,000 under the Company’s current equity plan. Mr. Oliva will also be eligible to receive benefits as are generally made available to other senior executives of the Company.

 

Item 7.01  Regulation FD Disclosure.

 

On October 19, 2023, the Company issued a press release to announce the appointment of George Oliva described in Item 5.02 herein (the “Press Release”). The Press Release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

 

Item 9.01  Financial Statements and Exhibits.

 

(d) Exhibits

 

99.1

 

Press Release, dated October 19, 2023

104

 

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

 

 
 

 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

RYVYL Inc.

 

 

 

 

By:

/s/ Fredi Nisan

 

 

Name:

Fredi Nisan

 

 

Title:

Chief Executive Officer

 

 

 

Dated: October 19, 2023

 

 

 

 

 

 
false 0001419275 0001419275 2023-10-16 2023-10-16

Exhibit 99.1

 

 

RYVYL Appoints George Oliva as Chief Financial Officer

 

SAN DIEGO, CA, October 19, 2023 -- RYVYL Inc. (NASDAQ: RVYL) ("RYVYL" or the "Company"), a leading innovator of payment transaction solutions leveraging proprietary blockchain ledger and electronic token technology for the diverse international markets, today announced that it has appointed George Oliva as Chief Financial Officer of the Company, replacing former Interim Chief Financial Officer, Gene Jones.

 

George Oliva has over 30 years of experience as a senior finance professional, with a background in corporate finance, treasury, financial planning and analysis, international tax, and strategic planning. Prior to joining RYVYL, he was Chief Financial Officer and Corporate Secretary for WiSA Technologies, Inc. since 2019. He was also a partner with Hardesty LLC, a national executive services firm, through which he provided financial consulting services to public and private companies nationwide. As Interim Chief Financial Officer of SpineEx, Inc., a California-based medical equipment manufacturer, Mr. Oliva was responsible for managing the company’s financial, human resources and information technology departments. Prior to that, he served as Vice President of Finance of GameWorks, a family entertainment chain, where he developed a plan to restructure the company’s business in connection with an acquisition by a lender. He also served as controller for Eva Automation, an audio company, where he implemented purchase accounting in connection with a $180 million acquisition. Mr. Oliva began his career in auditing with Arthur Andersen & Co. He earned a degree in Business Administration from the University of California, Berkeley with a dual emphasis in Accounting and Finance.

 

“On behalf of our board and management team, I would like to welcome George to the position, and we are privileged to have someone of his caliber and financial skill set to serve as our CFO,” said Fredi Nisan, CEO of RYVYL. “I would like to thank Gene for his contribution in leading us to this inflection point, and welcome George’s capabilities in scaling public technology companies. His achievements as well as expertise in financial management of private and listed companies will make a significant contribution to the strategic operation and development of our company going forward.”

 

Oliva added, “I am excited to be appointed as CFO as we prepare RYVYL for the future in a rapidly evolving market. I look forward to working with Fredi, the senior leadership team, and our finance team as we continue to execute on our strategic and financial priorities focused on value-added growth and our commitments to all shareholders."

 

About RYVYL

 

RYVYL Inc. (NASDAQ: RVYL) was born from a passion for empowering a new way to conduct business-to-business, consumer-to-business, and peer-to-peer payment transactions around the globe. By leveraging proprietary blockchain ledger and electronic token technology for the diverse international markets, RYVYL is a leading innovator of payment transaction solutions reinventing the future of financial transactions. Since its founding as GreenBox POS. in 2017 in San Diego, RYVYL has developed applications enabling an end-to-end suite of turnkey financial products with enhanced security and data privacy, world-class identity theft protection, and rapid speed to settlement. As a result, the platform can log immense volumes of immutable transactional records at the speed of the internet for first-tier partners, merchants, and consumers around the globe. www.ryvyl.com

 

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 statements are often identified by the use of words such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “project,” “will,” “would” or the negative or plural of these words or similar expressions or variations. 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 regarding the timing of the filing of the aforementioned periodic reports. 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 completion and filing of the aforementioned periodic reports will take longer than expected and that additional information may become known prior to the expected filing of the aforementioned periodic reports with the SEC. Other 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.

 

Investor Relations Contact:

Mark Schwalenberg

MZ Group - MZ North America

312-261-6430

RVYL@mzgroup.us

www.mzgroup.us

 

 

 

 

 

 

 
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Document And Entity Information
Oct. 16, 2023
Document Information Line Items  
Entity Registrant Name RYVYL Inc.
Trading Symbol RVYL
Document Type 8-K
Amendment Flag false
Entity Central Index Key 0001419275
Document Period End Date Oct. 16, 2023
Entity Emerging Growth Company false
Entity Incorporation, State or Country Code NV
Entity File Number 001-34294
Entity Tax Identification Number 22-3962936
Entity Address, Address Line One 3131 Camino Del Rio North, Suite 1400
Entity Address, City or Town San Diego
Entity Address, State or Province CA
Entity Address, Postal Zip Code 92108
City Area Code (619)
Local Phone Number 631-8261
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Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Common Stock $0.001
Security Exchange Name NASDAQ
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