UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 8, 2023
RYVYL Inc.
(Exact name of registrant as specified in its charter)
| Nevada | | 001-34294 | | 22-3962936 |
| (State or other jurisdiction of incorporation or organization) | | (Commission File Number) | | (IRS Employer Identification No.) |
3131 Camino Del Rio North, Suite 1400
San Diego, CA 92108
(Address of principal executive offices)
(619) 631 8261
(Registrant’s telephone number, including area code)
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
| Common Stock, $0.001 par value | | RVYL | | The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On March 8, 2023, RYVYL Inc. (the “Company”) appointed Mary Lay Hoitt as the Company’s Interim Chief Financial Officer, effective as of March 9th.
Since 2021, Ms. Hoitt, 65, has been a partner in the San Diego office of SeatonHill Partners, LP (“SeatonHill), a CFO services firm that also offers project based financial leadership. From 2010 to 2020, Ms. Hoitt was a partner at Sterling Foxx LLC, a management consulting firm, where she provided fractional and interim CFO, restructuring, and M&A advisory services to both U.S. and international public and privately held companies. Prior to 2010, Ms. Hoitt’s experience included serving as Vice President of Finance and Acting Chief Financial Officer of Sorrento Networks Corporation, a manufacturer of intelligent optical networking solutions that was listed on NASDAQ during her tenure. Ms. Hoitt earned an MBA from the University of Phoenix and a BA of Business with emphasis in Financial Accounting from National University. She received her CPA certification in Maryland.
There is no arrangement or understanding between Ms. Hoitt and any other person pursuant to which she was selected to serve as Interim Chief Financial Officer. Ms. Hoitt does not have any family relationships with any of the Company’s executive officers or directors, and does not have any direct or indirect material interest in any transaction or proposed transaction required to be reported under Item 404(a) of Regulation S-K.
In connection with Ms. Hoitt’s appointment as Interim Chief Financial Officer, the Company entered into an Executive Services Agreement dated March 8, 2023 with SeatonHill (the “Services Agreement”). Pursuant to the Services Agreement, the Company will pay SeatonHill $51,500 per month (comprised of a $50,000 services fee per month plus a three percent (3%) administrative fee per month). In addition, the Company will reimburse SeatonHill for travel and other approved expenses. While the Services Agreement can be terminated by either party with thirty (30) days advance written notice, SeatonHill is guaranteed payment for two months of work.
Item 8.01. Other Events.
On March 9, 2023, the Company issued a press release announcing Ms. Hoitt’s appointment as Interim Chief Financial Officer. 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.
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.
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RYVYL INC.
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Dated: March 14, 2023
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By:
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/s/ Min Wei
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Min Wei
Chief Operating Officer
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false
0001419275
0001419275
2023-03-08
2023-03-08
Exhibit 99.1
RYVYL Appoints Mary Lay Hoitt as Interim Chief Financial Officer
SAN DIEGO, CA, March 09, 2023 (GLOBE NEWSWIRE) -- RYVYL Inc. (NASDAQ: RVYL) ("RYVYL" or the "Company"), a company that leverages the security of the blockchain and USD-pegged stablecoin technology with near-real-time attestation to conduct payment transactions, today announced that it has appointed Mary Lay Hoitt, CPA, as Interim Chief Financial Officer of the Company, replacing J. Drew Byelick who has resigned.
Mary Lay Hoitt is an accomplished financial executive with over 25 years in CFO and VP of Finance roles serving both public and private firms, from early-stage start-ups to global companies with annual revenues of over $300 million. Her industry experience includes high-tech and medical device manufacturing, computer software, supply chain management, and commercial and residential property management. Mary has restructured and turned around numerous distressed entities, including 3 mergers and 1 management buy-out within the U.S., and 8 acquisitions and 3 divestures for European and South American corporations. She successfully helped raise more than $50 million in PIPE financing for several public companies and over $20 million of equity capital for various private firms. She is a partner in the San Diego office of SeatonHill Partners, LP the nation's fastest-growing CFO services firm, offering elite fractional and interim CFO talent, as well as project based financial leadership.
"Mary is an experienced, highly respected leader with a strategic financial mindset to support RYVYL in our process of restating previously issued financial statements and filing our upcoming 2022 year end Annual Report," said Ben Errez, Chairman of RYVYL Inc. "We welcome her to the position and are pleased to have someone of her caliber and financial skill set serve as our Interim CFO. I'm confident that Mary's demonstrated success in leading finance departments of companies in complex, highly competitive industries, will help us deliver for our shareholders. On behalf of our board and management team, I would also like to thank Drew for his service and contributions to RYVYL."
About RYVYL
RYVYL Inc. (NASDAQ: RVYL) was born from a passion for empowering a new way to conduct business-to-business, consumer-to-business, and peer-to-peer payment transactions around the globe. By leveraging unique blockchain security and USD-pegged stablecoin technology with near real-time attestation, RYVYL is reinventing the future of financial transactions using its coyni® stablecoin platform as a transactional foundation. Since its founding as GreenBox POS in 2017 in San Diego, RYVYL has developed applications enabling an end-to-end suite of turnkey financial products with enhanced security and data privacy, world-class identity theft protection, and rapid speed to settlement. As a result, the platform can log immense volumes of immutable transactional records at the speed of the internet for first-tier partners, merchants, and consumers around the globe. www.ryvyl.com
Cautionary Note Regarding Forward-Looking Statements.
This press release includes information that constitutes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements are based on the Company's current beliefs, assumptions and expectations regarding future events, which in turn are based on information currently available to the Company. Such forward-looking statements include statements regarding the timing of the filing of the aforementioned periodic reports. By their nature, forward-looking statements address matters that are subject to risks and uncertainties. A variety of factors could cause actual events and results to differ materially from those expressed in or contemplated by the forward-looking statements, including the risk that the completion and filing of the aforementioned periodic reports will take longer than expected and that additional information may become known prior to the expected filing of the aforementioned periodic reports with the SEC. Other risk factors affecting the Company are discussed in detail in the Company's filings with the SEC. The Company undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise, except to the extent required by applicable laws.
Investor Relations Contact:
Mark Schwalenberg
MZ Group - MZ North America
312-261-6430
RVYL@mzgroup.us
www.mzgroup.us
3/9/2023 8:00:00 AM
