Ryvyl Inc. filed SEC Form 8-K: Leadership Update, Other Events, Financial Statements and Exhibits
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Resignation of Ben Errez as Executive Vice President
Effective August 31, 2025 (the “Termination Date”), Ben Errez will retire as Executive Vice President of RYVYL Inc., a Nevada corporation (the “Company”). On August 15, 2025, in connection with his reported retirement, the Company and Mr. Errez entered into a Severance Benefits Offer and General Waiver and Release of Claims agreement (the “Severance Agreement”). Pursuant to the Severance Agreement, Mr. Errez will receive a cash payment of $350,000, less applicable withholding amounts, within five business days after the Termination Date, and all issued but unvested equity grants held by Mr. Errez will vest as of the Termination Date. The Severance Agreement contains customary representations, warranties, and covenants. Additionally, the Company and Mr. Errez have agreed to release each other from all claims that relate in any way to Mr. Errez’s employment or separation from employment with the Company, except for those types of claims specifically excluded under the terms of the Severance Agreement. Further, each of the Company and Mr. Errez has covenanted that neither will file or cause to be filed, join, or encourage a lawsuit, between the Company and Mr. Errez.
In addition, on August 15, 2025, the Company and Mr. Errez entered into an Advisory Services Agreement (the “Consulting Agreement”), effective as of September 1, 2025, and continuing through February 28, 2026. Pursuant to the terms and conditions of the Consulting Agreement, Mr. Errez will provide services relating to advising the Company on strategic investor partnerships, investment relationships, exploration of M&A opportunities, corporate development, and such other revenue-generating advice and consulting as the Company may reasonably request from time to time. In consideration for his consulting services and in recognition of the services, the Company has agreed to pay Mr. Errez a cash consulting fee equal to $10,000 per month, payable within five business days after the commencement of each calendar month during the term of the Consulting Agreement. With prior written consent from the Company, the Company shall reimburse Mr. Errez for preapproved out-of-pocket travel expenses incurred by Mr. Errez on behalf of Company.
The foregoing description of the Severance Agreement is qualified in its entirety by reference to the full text of such agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
Mr. Errez’s departure is for personal reasons and is not the result of any disagreement with management or the Company’s Board of Directors on any matter relating to the Company’s operations, policies or practices.
Item 8.01. Other Events.
On August 15, 2025, the Company issued a press release announcing Mr. Errez’s retirement from the Company. A copy of the press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| 10.1 | Severance Benefits Offer and General Waiver and Release of Claims Agreement, dated August 15, 2025, between the Company and Ben Errez | |
| 99.1 | Press Release, dated August 15, 2025. | |
| 104 | Cover Page Interactive Data File |
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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.
| Dated: August 20, 2025 | RYVYL Inc. | ||
| By: | /s/ Fredi Nisan | ||
| Name: | Fredi Nisan | ||
| Title: | Chief Executive Officer | ||
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