UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Item 8.01 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 District Court in Clark County, Nevada, which actions had been filed against certain of the Company’s current and/or former officers and directors in 2023 and 2024 (the “Stipulation and Agreement of Settlement”), and (ii) providing for notice of the Stipulation and Agreement of Settlement to be provided to all record and beneficial stockholders of the Company as of September 30, 2025 (the “Notice of Proposed Settlement”).
Pursuant to the Preliminary Approval, copies of (i) the Preliminary Approval, (ii) Stipulation and Agreement of Settlement (and all exhibits attached thereto), (iii) the Notice of Proposed Settlement and (iv) a press release regarding this Current Report on Form 8-K (this “Form 8-K”), Notice of Proposed Settlement and the Stipulation and Agreement of Settlement are filed as exhibits to this Form 8-K as Exhibits 99.1, 99.2, 99.3 and 99.4, respectively. Copies of the Stipulation and Agreement of Settlement and Notice of Proposed Settlement can also be found on the Company’s website at https://investors.ryvyl.com/ under Reports & Filings.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
| Exhibit No. | Name of Exhibit | |
| 99.1 | Preliminary Approval | |
| 99.2 | Stipulation and Agreement of Settlement | |
| 99.3 | Notice of Proposed Settlement | |
| 99.4 | Press release, dated November 21, 2025. | |
| 104 | Cover Page Interactive Data File (embedded within the inline XBRL document). |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| RYVYL Inc. | ||
| By: | /s/ George Oliva | |
| George Oliva | ||
| Interim Chief Executive Officer and Chief Financial Officer | ||
Dated: November 21, 2025
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