Cullen v. Ryvyl Inc. et al

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3:23-cv-185-GPC-SBC
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UNITED STATES DISTRICT COURT
SOUTHERN DISTRICT OF CALIFORNIA
Before the Court is the Parties’ joint motion to modify the Stipulation and
Agreement of Settlement and amend the Court’s December 19, 2025, final approval
order. ECF Nos. 124, 125.
I. Motion to Modify Stipulation and Agreement of Settlement
In its order granting final approval of the Class Action Settlement, the Court
ordered that parties to notify the Court of any amendments to the Stipulation, ECF
MARK CULLEN, Individually and on
behalf of all others similarly situated,
Plaintiff,
v.
RYVYL INC. F/K/A GREENBOX POS,
BEN ERREZ, FREDI NISAN, J DREW
BYELICK, BENJAMIN CHUNG, EF
HUTTON F/K/A KINGSWOOD
CAPITAL MARKETS, A DIVISION OF
BENCHMARK INVESTMENTS, INC.,
and R.F. LAFFERTY & CO.,
Defendants.
Case No. 3:23-cv-0185-GPC-SBC
ORDER APPROVING
MODIFICATION OF
STIPULATION; AMENDING
FINAL APPROVAL ORDER, ECF
NO. 122.
[ECF NOS. 124, 125]
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No. 106-3, that are not materially inconsistent with the judgment and do not
materially limit the rights of the Settlement Class Members. ECF No. 122, at 36.
The Parties have informed the Court that they have agreed to remove the per-
day sale limit set forth in the Stipulation, ECF No. 106-3, ¶ 12, and modify the
Stipulation to allow Lead Counsel to sell the Settlement Shares in blocks of up to
10,000 shares, provided that the minimum sale price would not be below $6.50 per
share. ECF No. 124, at 2-3.
The Court APPROVES this modification.
II. Motion to Amend Final Approval Order
The Parties next ask the Court to amend its December 19, 2025, order granting
final approval of the class action settlement. ECF No. 122.
The Parties have informed the Court of three opt out requests submitted by
potential Settlement Class Members which were not made available to the Parties or
the Court prior to approval of the Settlement. ECF No. 124, at 3.
In its order provisionally approving certification of the proposed Settlement
Class, ECF No. 114, this Court ordered as follows regarding potential Settlement
Class Members seeking exclusion from the Class:
14. Any member of the Settlement Class who wishes to
exclude himself, herself, or itself from the Settlement
Class must request exclusion in writing within the time
and in the manner set forth in the Notice, which shall
provide that: (a) any such request for exclusion from the
Settlement Class must be mailed or delivered such that it
is received by, or postmarked no later than, 21 calendar
days prior to the Settlement Hearing, at the following
address: Ryvyl Securities Settlement, EXCLUSIONS, c/o
Claims Administrator, P.O. Box 25419, Santa Ana, CA
92799, and (b) each request for exclusion must (i) state the
name, address, and telephone number of the person or
entity requesting exclusion, and in the case of entities, the
name and telephone number of the appropriate contact
person; (ii) state that such person or entity “requests
exclusion from the Settlement Class in Cullen v. Ryvyl
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Inc. et al., Case No. 2:23-cv-00185-GPC-SBC”; (iii) state
the number of shares of publicly traded Ryvyl and
Greenbox POS common stock that the person or entity
requesting exclusion purchased and sold during the
Settlement Class Period, as well as the dates and price of
each such purchase and sale; and (iv) be signed by the
person or entity requesting exclusion or an authorized
representative. A request for exclusion shall not be
effective unless it provides all the required information
and is received by, or postmarked within, the time stated
above or is otherwise accepted by the Court.
ECF No. 114, at 37-38.
The Court has now learned that Ms. Gail Diffendorfer timely submitted three
requests for exclusion—one on her own behalf and two on behalf of others. See ECF
No. 124-1.
As to her own exclusion request, Ms. Diffendorfer has satisfied the
requirements of the order. She provided the necessary information, requested
exclusion from the class, provided the number of shares purchased and sold during
the settlement period, and signed the request. ECF No. 124-1, at 3. Thus, Ms.
Diffendorfer sufficiently requested exclusion from the Settlement Class, and her
request for exclusion is granted.
Ms. Diffendorfer submitted two additional opt out requests “as custodian for”
other individuals—Ms. Havah Leighton Pigg and Mr. Braydon Thomas Byrne. See
ECF No. 124-1, at 9, 13. However, Ms. Diffendorfer provides no information or
documentation supporting her allegation that she is “custodian” for these two
individuals with the authority to make such a request on their behalf. See, e.g., ECF
No. 124-1, at 9, 13. This conclusory statement is insufficient to demonstrate that Ms.
Diffendorfer is an “authorized representative” as required by the Court’s order, ECF
No. 114, at 37. Thus, Ms. Diffendorfer’s requests for exclusion of Mr. Byrne and
Ms. Pigg are denied.
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Accordingly, the Court AMENDS its December 19, 2025, Order, ECF No.
122, as follows:
• Where the Court included language indicating that no potential Settlement
Class Members had requested exclusion from the class, ECF No. 122, at 7,
18, 21, the Court ORDERS that such language is modified to reflect that
three potential Settlement Class Members requested exclusion from the
class.
• Additionally, the Court amends Section I(F)(1) – Reaction of the Settlement
Class, to read as follows (modifications in bold):
An overwhelmingly positive reaction of class members to
a proposed settlement significantly weighs in favor of the
settlement's adequacy. Delacruz v. CytoSport, Inc., No.
4:11-CV-03532-CW, 2014 WL 12648451, at *7 (N.D.
Cal. Jul. 1, 2014). Indeed, “the absence of a large number
of objections to a proposed class action settlement raises a
strong presumption that the terms . . . are favorable to the
class members.” See In re Omnivision Techs, Inc., 559 F.
Supp. 2d 1036, 1043 (N.D. Cal. 2008) (finding only three
objections out of 57,630 potential class members weighing
in favor of the settlement's adequacy).
The deadline for Settlement Class Members to object to
the Settlement, Plan of Allocation, or application for
attorney’s fees, or to request exclusion from the Settlement
Class was November 28, 2025. ECF No. 116, at 70.
Among the almost 39,000 copies of the Notice sent to
potential class members and nominees, no Settlement
Class Member has objected to the Settlement and only
three have requested exclusion from the Settlement
Class. ECF No. 119, at 6. Of the requested exclusions,
the Court grants exclusion as to Ms. Gail A.
Diffendorfer and denies exclusion as to Ms. Havah
Leighton Pigg and Mr. Braydon Thomas Byrne.
The lack of objections and small number of exclusion
requests indicate that the Settlement terms are considered
fair, reasonable, and adequate from class members’
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perspective. See Nat'l Rural Telecomm. Coop., 221 F.R.D.
at 529 (noting no objection nor request for exclusion from
the Settlement as “compelling evidence that the Proposed
Settlement is fair, just, reasonable, and adequate”); see
also, e.g., Ali v. Franklin Wireless Corp., No. 21-CV-
00687-AJB-MSB, 2024 WL 5179910, at *8 (S.D. Cal.
Dec. 19, 2024); Derr v. Ra Medical Sys., Inc., No. 19-cv-
1079-LAB-AHG, 2022 WL 21306534, at *6 (S.D. Cal.
Sept. 23, 2022); Kendall v. Odonate Therapeutics, Inc.,
No. 3:20-CV-01828-H-LL, 2022 WL 1997530, at *6 (S.D.
Cal. June 6, 2022).
Though the changes will not be reflected in the text of the docketed order, ECF
No. 122, the modifications identified herein constitute official amendments to the
order that will be binding on all Parties.
IT IS SO ORDERED.
Dated: February 9, 2026 ________________________
Hon Gonzalo P. Curiel
United States District Judge
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