Form DEFA14A - Additional definitive proxy soliciting materials and Rule 14(a)(12) material

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. )

Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐

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☐		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 Pursuant to §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)

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RYVYL INC. 3131 CAMINO DEL RIO NORTH SUITE 1400 SAN DIEGO, CA 92108		Your Vote Counts! RYVYL INC. 2024 Annual Meeting Vote by December 18, 2024 11:59 PM ET

You invested in RYVYL INC. and it’s time to vote!

You have the right to vote on proposals being presented at the Annual Meeting. This is an important notice regarding the availability of proxy material for the stockholder meeting to be held on December 19, 2024.

Get informed before you vote

View the Proxy Statement and Annual Report online OR you can receive a free paper or email copy of the material(s) by requesting prior to December 5, 2024. If you would like to request a copy of the material(s) for this and/or future stockholder meetings, you may (1) visit www.ProxyVote.com, (2) call 1-800-579-1639 or (3) send an email to sendmaterial@proxyvote.com. If sending an email, please include your control number (indicated below) in the subject line. Unless requested, you will not otherwise receive a paper or email copy.

For complete information and to vote, visit www.ProxyVote.com

Control #

Smartphone users

Point your camera here and

vote without entering a

control number

Vote Virtually at the Meeting*

December 19, 2024
4:00 PM Eastern Time/1:00 PM Pacific Time

Virtually at:

www.virtualshareholdermeeting.com/RVYL2024

*Please check the meeting materials for any special requirements for meeting attendance.

Vote at www.ProxyVote.com

THIS IS NOT A VOTABLE BALLOT

This is an overview of the proposals being presented at the

upcoming stockholder meeting. Please follow the instructions on

the reverse side to vote these important matters.

Voting Items	Board Recommends
1. To elect five directors to hold office until the next annual meeting and until their respective successors are elected and qualified. Nominees: 01) Ben Errez 04) David Montoya 02) Fredi Nisan 05) Ezra Laniado 03) Genevieve Baer		For
2. To ratify the appointment of Simon & Edward, LLP as our independent registered public accounting firm for fiscal year ending December 31, 2024.		For
3. To approve, under Nasdaq Listing Rule 5635(d), the issuance to an institutional investor of shares of our common stock in excess of 20% of the number of shares of our common stock outstanding.		For
4. To approve the Company’s amendment to the 2023 Equity Incentive Plan.		For
NOTE: Such other business as may properly come before the meeting or any adjournment thereof.