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Ryvyl Inc. (NASDAQ:RVYL), a micro-cap company with a market capitalization of approximately $9 million, notified the Nasdaq Continued Listing Center on Monday that it is not in compliance with Nasdaq Listing Rule 5605(b)(1), which requires a majority of independent directors on its board, and Rule 5605(c)(2)(A), which governs audit committee composition. The company disclosed the notice in a press release statement filed with the Securities and Exchange Commission. According to InvestingPro analysis, the stock appears undervalued based on its Fair Value assessment, though investors should note its high volatility with a beta of 3.67.
Currently, Ryvyl’s board consists of two independent directors, Brett Moyer and Gene Jones, and two non-independent directors, Fredi Nisan and George Oliva. To meet the majority independent board requirement, Ryvyl stated it plans to appoint an additional independent director to fill one of three vacant board seats. After this appointment, the board would have five members, three of whom would be independent, which the company believes would restore compliance with Nasdaq rules.
The company also reported that its audit committee presently has only one member, Brett Moyer, who is considered an audit committee financial expert. Nasdaq rules require at least three independent directors on the audit committee. Ryvyl indicated that the new independent director will be added to the audit committee, bringing the total to two members. The company plans to appoint a third independent director to the audit committee by February 27, 2026, which is 180 days after August 31, 2025, the date the audit committee fell out of compliance.
Ryvyl stated its intention to regain compliance with both the majority independent board and audit committee composition requirements as soon as practicable. The company noted that there are currently three vacancies on its board.
All information is based on a statement from Ryvyl’s recent SEC filing.
In other recent news, RYVYL Inc. has completed a public offering, raising approximately $6 million in gross proceeds. This offering included 15,384,615 shares of common stock and warrants to purchase an equal number of shares, priced at $0.39 per share. Additionally, S8 Global Fintech & Regtech Fund has acquired a significant stake in RYVYL, now holding over 10% of the company’s common stock, making it the largest shareholder. The Luxembourg-based fund’s investment was reported in SEC filings as of July 21, 2025. In corporate governance developments, RYVYL appointed CFO George Oliva and former interim CFO Gene Jones to its Board of Directors, following the resignation of two independent directors. Oliva has been with the company since October 2023 and has extensive experience in senior finance roles. These recent developments highlight significant changes in RYVYL’s financial and corporate landscape.
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