Ryvyl Securities Settlement

Cullen v. Ryvyl Inc. et al., Case No. 3:23-cv-0185-GPC-SBC
United States District Court for the Southern District of California

If you purchased the publicly traded common stock of Ryvyl Inc. and/or Greenbox POS (collectively, “Ryvyl Common Stock”) between May 13, 2021 and January 20, 2023, both dates inclusive, and were damaged thereby, you may be eligible to participate in a proposed class action settlement.

A federal court authorized this website.

Summary: This website relates to a proposed Settlement of claims in a pending securities class action brought by investors alleging, among other things, that defendants Ryvyl Inc. f/n/a Greenbox POS (“Ryvyl” or the “Company”), Ben Errez, Fredi Nisan and Benjamin Chung (collectively, “Individual Defendants”; and together with Ryvyl, “Defendants”) violated the federal securities laws by making false and misleading statements regarding Ryvyl’s internal controls and financial results. The case is pending in the United States District Court for the Southern District of California (the “Court”), and is captioned Cullen v. Ryvyl Inc. et al., Case No. 3:23-cv-0185-GPC-SBCA (the “Action”). A more detailed description of the Action is set forth in FAQ 2. The proposed Settlement, if approved by the Court, will settle claims of the Settlement Class, as defined in FAQ 3.

Notice of Pendency of Class Action: The Court has preliminarily certified the Settlement Class. If you are a member of the Settlement Class, you are subject to the Settlement, unless you timely request to be excluded. Subject to certain exclusions, the Settlement Class consists of all persons and entities that purchased the publicly traded common stock of Ryvyl Inc. (NASDAQ: RVYL) and/or Greenbox POS (NASDAQ: GBOX) (collectively, “Ryvyl common stock”), between May 13, 2021, and January 20, 2023, both dates inclusive (the “Settlement Class Period”), and were damaged thereby. Throughout the Settlement Class Period, Ryvyl common stock was listed on the Nasdaq Capital Market exchange. On October 24, 2022, the Company changed its name from Greenbox POS to Ryvyl Inc. and the ticker symbol for its stock changed from “GBOX” to “RVYL.”

Notice of Settlement: The Court-appointed lead plaintiff Scot S. Cook (“Lead Plaintiff”), on behalf of himself and the Settlement Class (as defined in FAQ 3), have reached a proposed settlement of the Action for, among other things, $300,000.00 in cash and 700,000.00 freely tradable shares of Ryvyl common stock (the “Settlement Shares”) that, if approved, will resolve all claims in the Action (the “Settlement”). Ryvyl will also provide the Settlement Class with a put option (“Put Option”), that may be exercised by Lead Counsel in its sole discretion, pursuant to which the Settlement Class can sell the Settlement Shares back to Ryvyl at $1.00 per share if the 10-day average closing price falls below $1.00 (as determined by Bloomberg) before Lead Counsel sells the Settlement Shares. It is Lead Counsel’s intention to sell the Settlement Shares, either on the open market, or through the Put Option, and distribute the Net Settlement Fund to the Settlement Class. The Settlement Shares will not be distributed to Settlement Class Members. To participate in the Settlement, you must complete a Claim Form and provide supporting documentation to the Claims Administrator postmarked or submitted no later than December 27, 2025. A copy of the Claim Form is available here, and you can submit a Claim Form and supporting documentation online here, by email addressed to info@RyvylSecuritiesSettlement.com, or by mail addressed to: Ryvyl Securities Settlement, c/o Claims Administrator, P.O. Box 25419, Santa Ana, CA 92799.

If you have any questions about the Notice, the proposed Settlement, or your eligibility to participate in the Settlement, please DO NOT contact any Defendants in the Action, or their counsel. All questions should be directed to Lead Counsel or the Claims Administrator (see FAQ 13).

Your Legal Rights and Options in the Settlement:
Deadline

Submit a Claim Form

This is the only way to be eligible to receive a payment from the Settlement Fund. If you are a Settlement Class Member and you remain in the Settlement Class, you will be bound by the Settlement as approved by the Court and you will give up any Released Plaintiff’s Claims that you have against Defendants and the other Released Defendants’ Parties, so it is in your interest to submit a Claim Form. For more information about the Released Claims, please review the Notice and Stipulation and Agreement of Settlement.

Postmarked or submitted online no later than December 27, 2025

Exclude Yourself From the Settlement Class by Submitting a Written Request For Exclusion

If you exclude yourself from the Settlement Class, you will not be eligible to receive any payment from the Settlement Fund. This is the only option that allows you ever to be part of any other lawsuit against any of the Defendants or the other Released Defendants’ Parties concerning the Released Plaintiff’s Claims.

Postmarked no later than November 28, 2025

Object to the Settlement by Submitting a Written Objection

If you do not like the proposed Settlement, the proposed Plan of Allocation, or the request for attorneys’ fees and reimbursement of Litigation Expenses, you may write to the Court and explain why you do not like them. You cannot object to the Settlement, the Plan of Allocation or the fee and expense request unless you are a Settlement Class Member and do not exclude yourself from the Settlement Class.

Postmarked no later than November 28, 2025

File a “Notice of Intention” to attend a Hearing on December 29, 2025, at 1:30 p.m.

Submitting a written objection and notice of intention to appear by November 28, 2025, allows you to speak in Court, at the discretion of the Court, about the fairness of the proposed Settlement, the Plan of Allocation, and/or the request for attorneys’ fees and reimbursement of Litigation Expenses. If you submit a written objection, you may (but you do not have to) attend the hearing and, at the discretion of the Court, speak to the Court about your objection.

Must be received no later than November 28, 2025

Do Nothing.

If you are a member of the Settlement Class and you do not submit a valid Claim Form, you will not be eligible to receive any payment from the Settlement Fund. You will, however, remain a member of the Settlement Class, which means that you give up your right to sue about the claims that are resolved by the Settlement, and you will be bound by any judgments or orders entered by the Court in the Action.

Upcoming Important Dates

Notification Mailing

9/18/2025

Objection Deadline

11/28/2025

Opt-Out Deadline

11/28/2025

Fairness Hearing

12/19/2025

Claim Deadline

12/27/2025