Ryvyl (RVYL) Proxy Filing summary

Executive summary

• Stockholders approved all proposals at the 2025 annual meeting, including a reverse stock split and an increase in authorized shares, supporting compliance with Nasdaq listing requirements and facilitating a planned merger with Roundtable.

• The company received a Nasdaq delisting notice due to non-compliance with the minimum bid price rule but has appealed the decision and initiated steps to regain compliance, including the reverse stock split.

• Roundtable, the merger partner, has invested sufficient capital to meet Nasdaq's stockholder equity requirements, and the merger is expected to enhance compliance and strategic positioning.

• Forward-looking statements highlight risks and uncertainties related to regaining compliance, the merger process, and future business integration.

Voting matters and shareholder proposals

• Four directors were elected to serve until the 2026 annual meeting.

• Simon & Edward, LLP was ratified as the independent registered public accounting firm for 2025.

• Stockholders authorized a reverse stock split at a ratio between 1-for-20 and 1-for-50, to be executed by June 30, 2026.

• Approval was granted to increase authorized common shares from 100,000,000 to 500,000,000.

Board of directors and corporate governance

• The board was authorized to determine the timing and ratio of the reverse stock split at its discretion.

• Board actions are aligned with maintaining Nasdaq compliance and facilitating the merger with Roundtable.