UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

(Amendment No. )

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Filed by a party other than the Registrant ☐

Check the appropriate box:

☐	Preliminary Proxy Statement

☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒	Definitive Proxy Statement

☐	Definitive Additional Materials

☐	Soliciting Material under § 240.14a-12

RYVYL INC.

(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

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☐	Fee paid previously with preliminary materials.

☐	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a- 6(i)(1) and 0-11

A black letter v on a white background Description automatically generated

RYVYL Inc.

3131 Camino Del Rio North, Suite 1400

San Diego, CA 92108

Dear Stockholder:

You are invited to attend the rescheduled 2025 Annual Meeting of Stockholders (the “2025 Annual Meeting”) of RYVYL Inc. (“RYVYL,” the “Company,” “we,” “us,” or “our”), which will be held on December 15, 2025 at 4:00 p.m. Eastern Time (“ET”)/1:00 p.m. Pacific Time. The 2025 Annual Meeting will be held in a virtual meeting format only. You will be able to attend the meeting, vote, and submit your questions via the Internet by visiting www.virtualshareholdermeeting.com/RVYL2025 and entering the control number included on your proxy card. You will not be able to attend the virtual Annual Meeting physically in person.

Even if you are planning on attending the 2025 Annual Meeting online, please promptly submit your proxy vote by Internet, telephone, or, if you received a printed form of the proxy materials in the mail, by completing, dating, signing and returning the enclosed proxy card, so your shares will be represented at the 2025 Annual Meeting. Instructions on voting your shares are in the proxy materials you received for the 2025 Annual Meeting. Internet voting facilities for stockholders of record will be available 24 hours a day and will close at 11:59 p.m. ET on December 14, 2025. If you attend the 2025 Annual Meeting online and wish to vote at the 2025 Annual Meeting, you will be able to do so even if you have previously returned your proxy card.

YOUR VOTE IS IMPORTANT TO US. Whether you own a few shares or many, and whether or not you plan to attend the Annual Meeting, we urge you to promptly submit your vote via the Internet, telephone, or mail.

On behalf of our board of directors and management, I would like to express our appreciation for your continued support.

Very truly yours,

George Oliva

Director and Interim Chief Executive Officer

November 14, 2025

YOUR VOTE IS IMPORTANT

TO ASSURE YOUR REPRESENTATION AT THE 2025 ANNUAL MEETING WHETHER OR NOT YOU ATTEND ONLINE, PLEASE CAST YOUR VOTE AS INSTRUCTED IN THE PROXY MATERIALS YOU RECEIVED AS PROMPTLY AS POSSIBLE. YOUR PROXY, GIVEN BY VOTING PRIOR TO THE 2025 ANNUAL MEETING, MAY BE REVOKED PRIOR TO ITS EXERCISE BY ENTERING A NEW VOTE OVER THE INTERNET, FILING WITH OUR CORPORATE SECRETARY PRIOR TO THE 2025 ANNUAL MEETING A WRITTEN NOTICE OF REVOCATION OR A DULY EXECUTED PROXY BEARING A LATER DATE, OR BY ATTENDING THE 2025 ANNUAL MEETING ONLINE AND VOTING ONLINE.

IF YOU HAVE ALREADY VOTED OR DELIVERED YOUR PROXY FOR THE 2025 ANNUAL MEETING, YOUR VOTE WILL BE COUNTED, AND YOU DO NOT HAVE TO VOTE YOUR SHARES AGAIN. IF YOU WISH TO CHANGE YOUR VOTE, YOU SHOULD REVOTE YOUR SHARES.

Our stockholders may have already received proxy cards soliciting voting instructions for the Company’s previously announced 2025 annual meeting of stockholders (the “Original 2025 Annual Meeting”); however, because such meeting was rescheduled and certain material information relating to Proposal 3 has changed, the proxy cards distributed in connection with the Original 2025 Annual Meeting have been rendered obsolete and will not be tabulated for this rescheduled 2025 Annual Meeting. Accordingly, irrespective of whether you previously completed, signed, and returned an earlier proxy card, or otherwise transmitted voting instructions, we urgently request that you vote your shares by using one of the methods referred to in the instructions in the section titled “How Do I Vote” in the proxy statement for the 2025 Annual Meeting or, if you requested to receive printed proxy materials, your enclosed proxy card, at your earliest possible convenience so that your shares are duly represented at the rescheduled 2025 annual meeting. PROXY CARDS OR OTHER VOTING INSTRUCTIONS SUBMITTED WITH RESPECT TO THE ORIGINAL 2025 ANNUAL MEETING WILL NOT COUNT AS VOTES CAST OR AS PRESENT FOR PURPOSES OF DETERMINING A QUORUM AT THE 2025 ANNUAL MEETING.

IF YOU HAVE CHOSEN TO RECEIVE PAPER COPIES OF YOUR PROXY MATERIALS, INCLUDING THE PROXY CARD, PLEASE COMPLETE, SIGN, DATE AND RETURN THE PROXY CARD AS PROMPTLY AS POSSIBLE AND RETURN IT IN THE RETURN ENVELOPE PROVIDED.

ANY STOCKHOLDER ATTENDING THE 2025 ANNUAL MEETING ONLINE MAY VOTE EVEN IF HE OR SHE HAS RETURNED A PROXY. PLEASE NOTE, HOWEVER, THAT IF YOUR SHARES ARE HELD OF RECORD BY A BROKER, BANK OR OTHER NOMINEE AND YOU WISH TO VOTE, YOU MUST FIRST OBTAIN FROM THE RECORD HOLDER A PROXY ISSUED IN YOUR NAME.

RYVYL Inc.

3131 Camino Del Rio North, Suite 1400

San Diego, CA 92108

NOTICE OF RESCHEDULED 2025 ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON DECEMBER 15, 2025

November 14, 2025

To our Stockholders:

Notice (this “Notice”) is hereby given that the 2025 Annual Meeting of Stockholders (the “2025 Annual Meeting”) of RYVYL Inc., a Nevada corporation (the “Company,” “RYVYL,” “our,” “we” or “us”), will be held as a “virtual meeting” via live audio webcast on Monday, December 15, 2025, at 4:00 p.m. Eastern Time (“ET”)/1:00 p.m. Pacific Time (“PT”) for the following purposes, as more fully described in the accompanying proxy statement (the “Proxy Statement”):

	(1)	To elect four directors to hold office until the next annual meeting of the Company’s stockholders and until their respective successors are elected and qualified or until each of their earlier resignation or removal;

	(2)	To ratify the appointment of Simon & Edward, LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2025;

	(3)	To approve an amendment to our Amended and Restated Articles of Incorporation, as amended (the “Amended Articles”), to effectuate a reverse stock split of the Company’s common stock, par value $0.001 per share (“Common Stock”), at a ratio of between one-for-twenty and one-for-fifty, with such ratio to be determined at the sole discretion of our board of directors (“Board of Directors”) and with such reverse stock split to be effectuated at such a rate and at such time and date, if at all, as determined by the Board of Directors in its sole discretion and no later than June 30, 2026;

	(4)	To approve an amendment to our Amended Articles to increase the number of authorized shares of Common Stock, from 100,000,000 shares to 500,000,000 shares; and

	(5)	To consider and vote upon any other business that may properly come before the Annual Meeting or any adjournments or postponements thereof.

The 2025Annual Meeting was originally scheduled to be held on October 30, 2025. The Company decided to reschedule the 2025 Annual Meeting for December 15, 2025 in order to allow a significant number of new stockholders to participate in, and vote on the proposals to be voted on, at the 2025 Annual Meeting and in order to modify one of the proposals to be voted upon, as set forth herein. The Company established a new record date for determining stockholders entitled to notice of and to vote at the rescheduled 2025 Annual Meeting. As a result, the Company is sending this new Notice and Proxy Statement for the rescheduled 2025 Annual Meeting.

The Board of Directors unanimously recommends a vote “FOR” the approval of each of the director nominees in Proposal 1, and a vote “FOR” each of Proposal 2, Proposal 3, and Proposal 4.

Pursuant to our Amended and Restated Bylaws, our Board of Directors has fixed the close of business on October 31, 2025 as the record date (the “Record Date”) for a determination of stockholders entitled to notice and to vote at the 2025 Annual Meeting and any adjournment thereof. Holders of our shares of Common Stock and shares of Series C convertible preferred stock are entitled to vote at the 2025 Annual Meeting.

We are using the “Full Set Delivery” method of providing proxy materials to all stockholders of record. Because we have elected to utilize the “Full Set Delivery” option, we are delivering to all stockholders of record paper copies of all proxy materials, including our annual report on Form 10-K for the fiscal year ended December 31, 2024, filed with the U.S. Securities and Exchange Commission on March 28, 2025 (“2024 Annual Report”), as well as providing access to the proxy materials at www.proxyvote.com. We began distributing the Proxy Statement, this Notice, the 2024 Annual Report and proxy card on or about November 14, 2025.

Our stockholders may have already received proxy cards soliciting voting instructions for the Company’s previously announced 2025 annual meeting of stockholders (the “Original 2025 Annual Meeting”); however, because such meeting was rescheduled and certain material information relating to Proposal 3 has changed, the proxy cards distributed in connection with the Original 2025 Annual Meeting have been rendered obsolete and will not be tabulated for this rescheduled 2025 Annual Meeting. Accordingly, irrespective of whether you previously completed, signed, and returned an earlier proxy card, or otherwise transmitted voting instructions, we urgently request that you vote your shares by using one of the methods referred to in the instructions in the section titled “How Do I Vote” in the proxy statement for the 2025 Annual Meeting or, if you requested to receive printed proxy materials, your enclosed proxy card, at your earliest possible convenience so that your shares are duly represented at the rescheduled 2025 Annual Meeting. PROXY CARDS OR OTHER VOTING INSTRUCTIONS SUBMITTED WITH RESPECT TO THE ORIGINAL 2025 ANNUAL MEETING WILL NOT COUNT AS VOTES CAST OR AS PRESENT FOR PURPOSES OF DETERMINING A QUORUM AT THE 2025 ANNUAL MEETING.

The 2025 Annual Meeting will be held as a virtual meeting via live webcast on the Internet on Monday, December 15, 2025, at 4:00 p.m. ET/1:00 p.m. PT. Because the meeting is completely virtual and being conducted via the Internet, stockholders will not be able to attend the 2025 Annual Meeting in person. You will be able to attend the 2025 Annual Meeting, vote, and submit your questions on the day of the 2025 Annual Meeting via the Internet by visiting www.virtualshareholdermeeting.com/RVYL2025 and entering the control number included on your proxy card. The unique control number allows us to identify you as a stockholder and will enable you to securely log on, vote and submit questions during the 2025 Annual Meeting on such website. Further instructions on how to attend and participate in the 2025 Annual Meeting via the Internet, including how to demonstrate proof of stock ownership, are available at www.proxyvote.com.

By order of the Board of Directors,

George Oliva

Director and Interim Chief Executive Officer

November 14, 2025

TABLE OF CONTENTS

		Page
GENERAL INFORMATION – QUESTIONS AND ANSWERS ABOUT THE 2025 ANNUAL MEETING		1

DIRECTORS AND OFFICERS		7
Business Experience of Executive Officers		7
Business Experience of Non-Employee Directors		8
Family Relationships		8

CORPORATE GOVERNANCE		9
Composition of our Board of Directors		9
Director Qualifications		9
Director Independence		9
Board Leadership Structure and Board’s Role in Risk Oversight		10
Committees of the Board of Directors		10
Director Attendance at Annual Meetings of Stockholders		12
Code of Business Conduct and Ethics		12
Board of Directors Committees Self-Assessment		12
Communications with the Board of Directors		13
Board of Directors and Committee Meetings and Attendance		13
Delinquent Section 16(a) Reports		13

EXECUTIVE COMPENSATION		14
Summary Compensation Table		14
Outstanding Equity Awards at Fiscal Year-End		15
Pay versus Performance		18

DIRECTOR COMPENSATION		19
Non-Employee Director Compensation Table		19

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE		20
Related Party Transactions		20
Indemnification Under Articles of Incorporation and Bylaws; Indemnification Agreements		21
Policy Regarding Related Party Transactions		21

PROPOSAL NO. 1 - ELECTION OF DIRECTORS		22
Votes Required		22
Board Recommendation		22

PROPOSAL NO. 2 - RATIFICATION OF THE APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM		23
Fees Paid to Auditor		23
Audit Committee Pre-Approval Policies and Procedures		23
Audit Committee Report		24
Votes Required		24
Board Recommendation		24

PROPOSAL NO. 3 - APPROVAL OF REVERSE SPLIT		25
Introduction		25
Reasons for Reverse Split; Nasdaq Requirements for Continued Listing		26
Potential Disadvantages of the Reverse Split		26
Effecting the Reverse Split		27
Effect on Outstanding Shares, option and Certain other Securities		28
Effect on Registration		28
Fractional Shares; Exchange of Stock Certificates		28
Anti-Takeover and Dilutive Effects		29
Accounting Consequences		29
Federal Income Tax Consequences		29
Text of Proposed Reverse Split Amendment; Effectiveness		29
Votes Required		29
Board Recommendation		29

PROPOSAL NO. 4 - APPROVAL OF INCREASE IN AUTHORIZED SHARES		30
General		30
Current Capital Structure		30
Background and Purpose of Amendment		30
Rights of Additional Authorized Shares		31
Potential Adverse Effects of the Amendment		31
Text of Proposed Increase in Authorized Shares Amendment Effectiveness Text of Proposed Increase in Authorized		31
Votes Required		31
Board Recommendation		31

SECURITY OWNERSHIP OF OTHER BENEFICIAL HOLDERS AND MANAGEMENT		32

OTHER BUSINESS		33

STOCKHOLDER PROPOSALS FOR THE 2026 ANNUAL MEETING OF STOCKHOLDERS		33

HOUSEHOLDING		33

DOCUMENTS INCORPORATED BY REFERENCE		34

OTHER MATTERS		34

ANNEX A – FORM OF CERTIFICATE OF CHANGE		A-1
ANNEX B – FORM OF CERTIFICATE OF AMENDMENT		B-1
PROXY CARD		Proxy - 1 and 2

	(1)	The election of four directors to hold office until the next annual meeting of the Company’s stockholders and until their respective successors are elected and qualified or until each of their earlier resignation or removal;

	(2)	The ratification of the appointment of Simon & Edward, LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2025;

	(3)	The approval of an amendment to our Amended and Restated Articles of Incorporation, as amended (the “Amended Articles”), to effectuate a reverse stock split of the Company’s common stock, par value $0.001 per share (the “Common Stock”), at a ratio of between one-for-twenty and one-for-fifty, with such ratio to be determined at the sole discretion of our board of directors (“Board of Directors”)and with such reverse stock split to be effectuated at such a rate and at such time and date, if at all, as determined by the Board of Directors in its sole discretion and no later than June 30, 2026;

	(4)	The approval of an amendment to our Amended Articles to increase the number of authorized shares of Common Stock, from 100,000,000 shares to 500,000,000 shares; and

	(5)	Any other business that may properly come before the 2025 Annual Meeting or any adjournments or postponements thereof.

Proposal No.	Proposal	Vote Required	Broker Discretionary Vote Allowed
(1)	Election of four directors	A majority of the votes cast for each director	No

(2)	Ratification of the appointment of Simon & Edward, LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2025	A majority of the votes cast	Yes

(3)	Approval of an amendment to our Amended Articles to effectuate a reverse stock split of the Common Stock no later than June 30, 2026.	A majority of the voting shares issued and outstanding on the Record Date	Yes

(4)	Approval of an amendment to our Amended Articles to increase the number of authorized shares of Common Stock from 100,000,000 shares to 500,000,000 shares.	A majority of the voting shares issued and outstanding on the Record Date	Yes

Name	Age	Position(s)
*Executive Officers*
George Oliva	64	Director, Interim Chief Executive Officer and Chief Financial Officer
Zechariah Kirscher	38	Vice President Legal

*Non-Employee Directors*
Gene Jones	74	Director
Brett Moyer	67	Director
Tod Browndorf	66	Director

	●	appointing, compensating, retaining, evaluating, terminating, and overseeing our independent registered public accounting firm;

	●	discussing with our independent registered public accounting firm its independence from management;

	●	reviewing with our independent registered public accounting firm the scope and results of its audit;

	●	approving all audit and permissible non-audit services to be performed by our independent registered public accounting firm;

	●	overseeing the financial reporting process and discussing with management and our independent registered public accounting firm the interim and annual financial statements that we file with the Securities and Exchange Commission (“SEC”);

	●	reviewing and monitoring our accounting principles, accounting policies, financial and accounting controls, and compliance with legal and regulatory requirements;

	●	coordinating the oversight by our Board of Directors of our code of business conduct and our disclosure controls and procedures;

	●	establishing procedures for the confidential anonymous submission of concerns regarding questionable accounting, internal controls, or auditing matters;

	●	reviewing and approving related-person transactions; and

	●	appointing, compensating, retaining, evaluating, terminating, and overseeing our independent registered public accounting firm.

	●	reviewing key employee compensation goals, policies, plans, and programs;

	●	reviewing and approving the compensation of our directors and executive officers;

	●	reviewing and approving employment agreements and other similar arrangements between us and our executive officers; and

	●	appointing and overseeing any compensation consultants.

Name and Principal Position	Year		Salary ($)		Bonus ($)		Stock Awards ($)(1)		Options Awards ($)(1)		All Other Compensation ($)(2)		Total ($)
Ben Errez		2024		399,010		-		29,959		-		114,633		543,602
Former Chairman/EVP (3)		2023		380,000		-		218,585		148,127		88,920		835,632

Fredi Nisan		2024		399,000		-		29,959		-		113,070		542,029
Former CEO/Director (4)		2023		380,000		-		217,225		148,127		21,390		766,742

Min Wei		2024		190,183		-		-		-		188,057		378,240
COO (5)		2023		320,000		160,000		158,400		157,949		33,469		829,818

George Oliva		2024		320,000		-		-		-		46,752		366,752
Interim CEO and CFO (6)		2023		66,666		-		49,997		-		3,019		119,682

	Option Awards								Stock Awards
Name	Number of Securities Underlying Unexercised Options, Exercisable (#)		Number of Securities Underlying Unexercised Options, Not Exercisable (#)		Option Exercise Price ($)		Option Expiration Date		Number of Shares or Units of Stock That Have Not Vested (#)		Market Value of Shares or Units of Stock That Have Not Vested ($)
Fredi Nisan		8,333		-	$	60.60		06/01/2026		26,667	$	52,800
		301		-		133.10		06/02/2026
		818		-		36.60		10/13/2027
		53,333		26,667		2.18		11/15/2028
Ben Errez		8,333		-		60.60		06/01/2026		26,667		52,800
		301		-		133.10		06/02/2026
		818		-		36.60		10/13/2027
		53,333		26,667		2.18		11/15/2028

Year	Summary Compensation Table Total for PEO Fredi Nisan		Compensation Actually Paid to PEO(1)		Average Summary Compensation Table Total for Non-PEO NEOs(2)		Average Compensation Actually Paid to Non-PEO NEOs(1)		Value of Initial Fixed $100 Investment Based On TSR		Net Income (Loss)
(a)	(b)		I		(d)		(e)		(f)		(g)
2024	$	542,029	$	439,853	$	322,148	$	395,473	$	3.10	$	(26,825,337	)
2023	$	766,742	$	280,030	$	462,263	$	362,054	$	9.90	$	(53,101,287	)
2022	$	361,017	$	302,339	$	315,914	$	386,965	$	10.95	$	(49,235,698	)

Name	Fees Earned or Paid in Cash ($)(1)		Stock Awards ($)(2)		Total ($)
Genevieve Baer (3)	$	45,000	$	18,768	$	63,768
Ezra Laniado (4)		45,000		18,773		63,773
David Montoya (5)		102,000		37,554		139,554

	Year Ended December 31,
	2024		2023
Audit Fees (1)	$	228,700	$	415,885
Tax Fees (2)		47,281		47,536
Total Fees	$	275,981	$	463,421

Members of the Audit Committee at the time the 2024 Form 10-K was filed:
David Montoya (Chairperson)		Genevieve Baer		Ezra Laniado

Current Members of the Audit Committee
Brett Moyer (Chairperson)		Tod Browndorf

	Prior to the Reverse Split		Assuming a One-for-Twenty Reverse Split		Assuming a One- for-Thirty Reverse Split		Assuming a One- for-Forty Reverse Split		Assuming a One- for-Fifty Reverse Split
Aggregate Number of Shares of Common Stock Outstanding		36,085,978		1,804,299		1,202,866		902,149		721,720
Aggregate Number of Warrants Outstanding (Each Exercisable for One Share of Common Stock following the Reverse Split)		11,440,961		572,048		381,365		286,024		228,819

	Shares Beneficially Owned
	Common Stock					Series C Preferred Stock					% Total Voting
Name and Address of Owner	Shares		%(1)			Shares		%(1)			Power(1)
5% Stockholders
S8 Global Fintech & Regtech Fund (2)		3,604,845		9.99	%		-		-			8.33	%
GreenBox POS LLC (3)		1,848,922		5.12	%		-		-			4.27	%
RTB Digital, Inc.(4)		7,202,092		16.64	%		50,000		100	%		16.64	%

Named Executive Officers and Directors
George Oliva		65,488		*			-		-			*
Zechariah Kirscher (5)		74,215		*			-		-			*
Gene Jones		-		-			-		-			-
Brett Moyer		-		-			-		-			-
Tod Browndorf		-		-			-		-			-
Fredi Nisan (6)		2,160,344		5.97	%		-		-			4.98	%
Ben Errez (7)		2,158,706		5.97	%		-		-			4.98	%
Min Wei (8)		39,362		*			-		-			*
Named Executive Officers and Directors as a Group (8 Persons)		4,498,115		12.39	%		-		-			10.34	%

SEC Form DEF 14A filed by Ryvyl Inc.