Coyni, Inc. appointed Ben Errez as new CEO

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.


Resignation of Former Officer and Director


On February 24, 2023, Ang Woon Han, through written consent signed by him in his capacity of the majority and controlling shareholder of Loqicquest, Inc., now known as Coyni, Inc. (the "Company") by virtue of his holding of all issued and outstanding Series C Voting Preferred Stock (equivalent to 900,000 shares of common stock for voting purposes) and Series D Voting Preferred Stock (equivalent to 1,877,500 shares of common stock for voting purposes), collectively the "Preferred Shares," was appointed a director on the Board of Directors. On this same date, the Company entered into an Employment Agreement with Ang Woon Han to serve as a director, and in consideration thereof, Mr. Han was issued 98,000,000 shares of common stock, par value $0.001.


Mr. Han resigned as a director on April 7, 2023. In his resignation letter, Mr. Han indicated that his resignation was not "…the result of any disagreement with the Company on any matter relating to its operations, policies or procedures." The Chief Financial Officer and Principal Accounting Officer of the Company, Cheng Yew Siong, likewise resigned making the same representation as Mr. Han regarding no disagreements with the Company.


On or about April 7, 2023, Mr. Han, as the controlling shareholder of the Company, executed a share purchase agreement for the sale of his 99,457,724 shares of common stock in the Company in a private sales transaction, plus his Preferred Shares, to Ryvyl, Inc., which represented the majority and controlling interest in the Company resulting in a change in control of the Company, as set forth in the Company Form 10-Q/A for the quarter ending March 31, 2023.


Appointment of New Officers and Directors


On April 24, 2023, Ryvyl appointed Ben Errez, Ezra Laniado, and Geneviev Baer to the Board of Directors, and the directors proceeded to appoint Ben Errez and Jasmine Farrington as Chief Executive Officer and Secretary, respectively. These appointments were subsequently certified and confirmed on October 18, 2023, through a shareholder certificate and Board certificate. As of the date of these disclosures, the Board of Directors and officers remain unchanged, and there are no material compensatory arrangements at this time. The Board of Directors have no family relationship disclosable pursuant to Item 401 of Regulation S-K.


Information Provided Pursuant to Item 401(e)


Ben Errez, age 62, is our Chairman of the Board, and President and Chief Executive Officer (and principal accounting officer). He has acted as Chairman of the Board of Directors, and Executive Vice President for RVYL since July 2017. Since 2017, Errez has been a principal of the RYVYL Business. From August 2004 until August 2015, Errez formed the start-up IHC Capital, where he held the position of Principal Consultant from founding to the present date, through which he advises clients in the South Pacific region with market capitalizations ranging from $50M to $150M on matters such as commerce, security, reliability and privacy. From January 1991 to August 2004, he served as Software Development Lead for the Microsoft International Product Group. He led the International Microsoft Office Components team (Word, Excel, PowerPoint) in design, engineering, development and successful deployment. He also served as Executive Representative of Microsoft Office and was a founding member of the Microsoft Trustworthy Computing Forum, both within the company, and internationally. Errez co-authored the first Microsoft Trustworthy Computing Paper on Reliability. At Microsoft, Mr. Errez was responsible for the development of the first Microsoft software translation Software Development Kit ("SDK") in Hebrew, Arabic, Thai and Simplified Chinese, as well as the development of the first bidirectional extensions to Rich Text Format ("RTF") file format, all bidirectional extensions in text converters for Microsoft Office, and contributed to the development of the international extensions to the Unicode standard to include bidirectional requirements under the World Wide Web Consortium ("W3C"). He received his Bachelor Degree in Mathematics and Computer Science from the Hebrew University.


Ezra Laniado, age 39, is a director. He has served as a Director for RYVL since February 2021 and has, since 2018, been Executive Director of the San Diego chapter of Friends of Israel Defense Forces and, since 2017, been Regional Director of the San Diego chapter of the Israeli-American Council, two American charitable organizations providing support and funds for Israel and the Israeli community in America. In such capacity, Laniado has raised over $5 million in donations and managed over 30 volunteers. From 2014 to 2017, Laniado was Co-Founder and Business Director of Shonglulu Group, a fashion brand. As Business Director, Laniado raised capital, coordinated the company's marketing strategy, and implemented its business plan. Prior to 2014, Laniado was an attorney in Israel for 4 years. Laniado received a B.A. and an L.L.B. from the Interdisciplinary Center Herzliya.


Genevieve Baer, age 45, is a director. She has served as a Director for RVYL since February 2021 and has been chief executive officer of JKH Consulting since 2009. JKH Consulting is a real estate finance consulting firm that has advised on transactions with a collective value of over $10 billion. Prior to her work with JKH Consulting, Baer worked at Magnet Industrial Bank for 6 years at the end of which tenure she was a Senior Vice President. Baer also worked at US Bancorp Piper Jaffray for 9 years as a Vice President working on equity and debt real estate financings. Baer earned a B.S. in chemistry from the University of Utah.