Failure to Satisfy Listing Rule (Form 8-K)

Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

As previously announced, the stockholders of RYVYL Inc., a Nevada corporation (the "Company"), approved the proposed merger with RTB Digital, Inc. ("RTB"), at a special meeting of stockholders held on April 1, 2026. Upon the closure of the merger, the post-merger company will have more than $20 Million in shareholder equity resulting from RTB's additive stockholders' equity. Therefore, the Company will be in compliance with the minimum stockholders' equity requirement for continued listing and for its Common Stock to continue to trade on the Nasdaq Capital Market.

As the Company awaits NASDAQ's approval of the continued listing, which is the final condition to closing the merger, the Company will remain out of shareholders' equity compliance, while the Company waits for RTB's merged shareholder equity contribution. In the meantime, Nasdaq will continue to give notice of technical non-compliance, until the merger.

On April 23, 2026, the Company received written notice ("Notice") regarding non-compliance of the minimum stockholders' equity requirement of $2.5 Million for continued listing on Nasdaq Capital Market under Rule 5550(b)(1) (the "Equity Rule"). The Notice provides that unless the Company requests an appeal of the determination to the Nasdaq Hearings Panel (the "Panel") by April 30, 2026, the Common Stock will be delisted from the Nasdaq Capital Market at the opening of business on May 4, 2026. The Company has filed its request for an appeal hearing as of April 29, 2026.

The Company and RTB expect that upon the merger the combined companies will be fully compliant with all the Nasdaq listing criteria. The Company believes the merger will be completed prior to the appeal hearing, and therefore the Company's non-compliance will be fully remedied. The Company's "appeal" stays the suspension of the Common Stock from trading pending the Panel's decision. The Company will timely submit the plan to regain compliance to the Panel, which is simply, completing the merger.