RVYL News & Events

On April 27, the Securities and Exchange Commission filed a settled action against RYVYL, Inc., and its two founders, former CEO, Fredi Nisan, and former chairman of the board Benzion Errez, for their respective roles in making alleged false disclosures in RYVYL's public filings. "According to the SEC's complaint, filed in U.S. District Court for the Southern District of California, beginning in October 2020, RYVYL, Nisan, and Errez defrauded the investing public by falsely depicting RYVYL in its public filings with the SEC as a cutting edge financial technology company that developed, marketed and sold "innovative blockchain-based payment solutions" and that its "proprietary blockchain-based technology" served as the settlement engine for all transactions within its ecosystem. The complaint alleges that, in reality, RYVYL's actual business was reselling credit card or ACH processing services of other companies and RYVYL never processed any transactions through a blockchain technology, as it claimed in its public filings, nor did it possess any proprietary blockchain technology. The complaint further alleges that, until May 2025, RYVYL never told the public that a substantial majority of its transactions involved high-risk merchants, such as cannabis dispensaries. Without admitting or denying the allegations in the SEC's complaint, RYVYL, Nisan, and Errez consented to the entry of final judgments, subject to court approval, that would permanently enjoin each defendant from violating the antifraud provisions of Section 17(a) of the Securities Act of 1933, and Section 10(b) of the Securities and Exchange Act of 1934 and Rule 10b-5 thereunder, as well as permanently enjoin RYVYL from violating Section 13(a) of the Exchange Act and Rules 12b-20, 13a-1, 13a-11, 13a-13 thereunder and Nisan and Errez from aiding and abetting such violations; impose civil penalties of $230,464 against Nisan and Errez; and prohibit Nisan and Errez for five years from serving as an officer or director of a public company," the SEC stated.

In a regulatory filing, Ryvyl stated: "Last July 2025, RYVYL Inc. disclosed a settlement with the SEC, whereby it consented to an agreed judgment that includes no monetary penalty and no admission of wrong-doing. The company is pleased to announce that the SEC has approved the terms of the 2025 settlement, which resolves all potential legal claims by the SEC. The complaint and related materials filed by the SEC today memorialize that resolution. To be clear, the SEC's complaint does not contain any new or unresolved claims against the company; it is the memorialization of an already resolved matter. The final step in closing the matter is for the District Court to endorse the filed agreed judgment, which the company expects to occur shortly."

A lawsuit filed in the U.S. District Court of the Southern District of California with the SEC as the plaintiff alleges that RYVYL Inc., its chief executive officer, Fredi Nisan, and its chairman of the board, Benzion Errez, "defrauded the investing public by falsely depicting RYVYL in its public filings with the Commission." The complaint also states: "Moreover, until its May 20, 2025 quarterly filing, RYVYL never publicly disclosed that a substantial majority of its transactions involved high-risk merchants, such as cannabis dispensaries, which are disfavored customers by most major credit companies due to the questionable legality of their businesses under federal law."

Roundtable CEO James Heckman detailed the company's post-merger capitalization strategy following the April 1 shareholder approval of its merger with Ryvyl. The merger was approved by approximately 99% of votes cast by shareholders. This communication provides additional detail for shareholders, following last week's meeting announcement, including details of the 85% equity capitalization table lock up. The combined entity is expected to have approximately 13.5M total shares outstanding. Of those, approximately 2M shares are expected to be available for public trading, with the remaining 11.5M shares, representing approximately 85% of the total outstanding shares, subject to a one year lock up provision. Prior to the merger, Ryvyl effected a reverse stock split to secure compliance with Nasdaq listing requirements, while Roundtable invested $6M into Ryvyl to ensure shareholder equity compliance. Approximately 2M share public float designed to meet Nasdaq listing requirements, comprising approximately 1.25M existing Ryvyl shares and approximately 750,000 shares issued in connection with the Roundtable merger. $35M of new capital was invested to support the merger and accelerate major media brand customer adoption. This follows over $10M of R&D investment in RTB's "DeWeb" acquired, Web3 media platform, primarily funded by Binance and Roundtable founding investors.