UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(MARK ONE)
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TABLE OF CONTENTS
i
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
RYVYL INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except share and per share data)
| September 30, 2025 | December 31, 2024 | |||||||
| (Unaudited) | ||||||||
| ASSETS | ||||||||
| Current Assets: | ||||||||
| Cash | $ | $ | ||||||
| Restricted cash | ||||||||
| Accounts receivable, net of allowance for credit losses of $ | ||||||||
| Cash due from gateways, net of allowance of $ | ||||||||
| Prepaid and other current assets | ||||||||
| Total current assets | ||||||||
| Non-current Assets: | ||||||||
| Property and equipment, net | ||||||||
| Goodwill | ||||||||
| Intangible assets, net | ||||||||
| Operating lease right-of-use assets, net | ||||||||
| Other assets | ||||||||
| Total non-current assets | ||||||||
| Total assets | $ | $ | ||||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||||
| Current Liabilities: | ||||||||
| Accounts payable | $ | $ | ||||||
| Accrued liabilities | ||||||||
| Payment processing liabilities, net | ||||||||
| Current portion of operating lease liabilities | ||||||||
| Other current liabilities | ||||||||
| Total current liabilities | ||||||||
| Long term debt, net of debt discount | ||||||||
| Operating lease liabilities, less current portion | ||||||||
| Total liabilities | ||||||||
| Commitments and contingencies (Note 15) | ||||||||
| Stockholders’ Equity: | ||||||||
| Convertible Preferred stock: $ | ||||||||
| Series A Preferred Stock: | ||||||||
| Series B Preferred Stock: | ||||||||
| Common stock, par value $ | ||||||||
| Additional paid-in capital | ||||||||
| Accumulated other comprehensive income | ( | ) | ||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Total stockholders’ deficit | ( | ) | ( | ) | ||||
| Total liabilities and stockholders’ deficit | $ | $ | ||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
1
RYVYL INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME
(In thousands, except share and per share data)
(Unaudited)
| Three Months Ended September 30, |
Nine Months Ended September 30, |
|||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Revenue | $ | $ | $ | $ | ||||||||||||
| Cost of revenue | ||||||||||||||||
| Gross profit | ||||||||||||||||
| Operating expenses: | ||||||||||||||||
| Advertising and marketing | ||||||||||||||||
| Research and development | ( |
) | ||||||||||||||
| General and administrative | ( |
) | ||||||||||||||
| Payroll and payroll taxes | ||||||||||||||||
| Professional fees | ||||||||||||||||
| Stock compensation expense | ||||||||||||||||
| Depreciation and amortization | ( |
) | ||||||||||||||
| Impairment of goodwill | ||||||||||||||||
| Impairment of intangible assets | ( |
) | ||||||||||||||
| Restructuring charges | ||||||||||||||||
| Total operating expenses | ||||||||||||||||
| Loss from operations | ( |
) | ( |
) | ( |
) | ( |
) | ||||||||
| Other income (expense): | ||||||||||||||||
| Interest expense | ( |
) | ( |
) | ( |
) | ( |
) | ||||||||
| Accretion of debt discount | ( |
) | ( |
) | ( |
) | ||||||||||
| Changes in fair value of derivative liability | ||||||||||||||||
| Derecognition expense on conversion of convertible debt | ( |
) | ||||||||||||||
| Legal settlements expense | ( |
) | ( |
) | ( |
) | ( |
) | ||||||||
| Other (expense) income | ||||||||||||||||
| Total other expense, net | ( |
) | ( |
) | ( |
) | ( |
) | ||||||||
| Loss from continuing operations before income taxes | ( |
) | ( |
) | ( |
) | ( |
) | ||||||||
| Provision for income taxes | ||||||||||||||||
| Net loss from continuing operations | ( |
) | ( |
) | ( |
) | ( |
) | ||||||||
| Income (Loss) from discontinued operations, net of tax | ( |
) | ||||||||||||||
| Net loss | $ | ( |
) | $ | ( |
) | $ | ( |
) | $ | ( |
) | ||||
| Comprehensive income statement: | ||||||||||||||||
| Net loss | $ | ( |
) | $ | ( |
) | $ | ( |
) | $ | ( |
) | ||||
| Foreign currency translation gain (loss) | ||||||||||||||||
| Total comprehensive loss | $ | ( |
) | $ | ( |
) | $ | ( |
) | $ | ( |
) | ||||
| Net loss per share: | ||||||||||||||||
| Basic | $ | ( |
) | $ | ( |
) | $ | ( |
) | $ | ( |
) | ||||
| Diluted | $ | ( |
) | $ | ( |
) | $ | ( |
) | $ | ( |
) | ||||
| Weighted average number of common shares outstanding: | ||||||||||||||||
| Basic | ||||||||||||||||
| Diluted | ||||||||||||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
2
RYVYL INC.
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY
(In thousands, except share data)
(Unaudited)
| Common Stock | Preferred Stock | Additional | Other Accumulated | Total | ||||||||||||||||||||||||||||
| Shares | Amount | Series B Shares | Amount | Paid In Capital | Comprehensive Income (Loss) | Accumulated Deficit | Stockholders’ Equity | |||||||||||||||||||||||||
| Balance at December 31, 2024 | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||||||||||||||||||
| Issuance of common stock under equity incentive plans | - | - | - | - | - | |||||||||||||||||||||||||||
| Common stock issued for conversion of Preferred B stock | - | ( | ) | - | - | - | - | - | ||||||||||||||||||||||||
| Preferred B stock repurchase | - | - | ( | ) | ( | ) | - | - | - | |||||||||||||||||||||||
| Capital contributions | - | - | - | - | - | - | ||||||||||||||||||||||||||
| Net loss and comprehensive loss | - | - | - | - | - | ( | ) | ( | ) | |||||||||||||||||||||||
| Balance at March 31, 2025 | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||||||||||||||||||
| Issuance of common stock under equity incentive plans | - | - | - | - | ||||||||||||||||||||||||||||
| Common stock issued for conversion of convertible debt | - | - | - | - | ||||||||||||||||||||||||||||
| Stock-based compensation | - | - | - | - | - | - | ||||||||||||||||||||||||||
| Net loss and comprehensive loss | - | - | - | - | - | ( | ) | ( | ) | |||||||||||||||||||||||
| Balance at June 30, 2025 | $ | $ | $ | $ | - | $ | ( | ) | $ | ( | ) | |||||||||||||||||||||
| Issuance of common stock under equity incentive plans | - | - | - | - | - | |||||||||||||||||||||||||||
| Issuance of restricted common stock under equity incentive plans | - | - | - | - | - | |||||||||||||||||||||||||||
| Issuance of restricted common stock for compensation | - | - | - | - | - | |||||||||||||||||||||||||||
| Stock-based compensation | - | - | - | - | - | - | ||||||||||||||||||||||||||
| Shares cancelled in connection with the net settlement of vested stock awards | - | - | - | - | ( | ) | - | - | ( | ) | ||||||||||||||||||||||
| Issuance of common stock and warrants in public offering, net of issuance costs | - | - | - | - | ||||||||||||||||||||||||||||
| Net loss and comprehensive loss | - | - | - | - | - | - | ( | ) | ( | ) | ||||||||||||||||||||||
| Balance at September 30, 2025 | $ | $ | $ | $ | - | $ | ( | ) | $ | ( | ) | |||||||||||||||||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
3
| Common Stock | Preferred Stock | Additional | Other Accumulated | Total Stockholders’ | ||||||||||||||||||||||||||||
| Shares | Amount | Series B Shares | Amount | Paid In Capital | Comprehensive Income (Loss) | Accumulated Deficit | Equity (Deficit) | |||||||||||||||||||||||||
| Balance at December 31, 2023 | $ | $ | $ | $ | $ | ( | ) | $ | ||||||||||||||||||||||||
| Issuance of common stock under equity incentive plans | - | - | - | - | - | |||||||||||||||||||||||||||
| Issuance of restricted common stock under equity incentive plans | - | - | - | - | - | |||||||||||||||||||||||||||
| Issuance of common stock upon exercise of stock options | - | - | - | - | - | - | - | |||||||||||||||||||||||||
| Shares cancelled in connection with the net settlement of vested stock awards | ( | ) | - | - | - | ( | ) | - | - | ( | ) | |||||||||||||||||||||
| Net loss and comprehensive loss | - | - | - | - | - | ( | ) | ( | ) | ( | ) | |||||||||||||||||||||
| Balance at March 31, 2024 | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | ||||||||||||||||||||||
| Issuance of restricted common stock under equity incentive plans | - | - | - | - | - | |||||||||||||||||||||||||||
| Issuance of common stock upon conversion of convertible debt | - | - | - | - | - | |||||||||||||||||||||||||||
| Issuance of common stock upon conversion of Series B preferred stock | ( | ) | - | ( | ) | - | - | - | ||||||||||||||||||||||||
| Shares cancelled in connection with the net settlement of vested stock awards | ( | ) | - | - | - | ( | ) | - | - | ( | ) | |||||||||||||||||||||
| Net loss and comprehensive loss | - | - | - | - | - | ( | ) | ( | ) | ( | ) | |||||||||||||||||||||
| Balance at June 30, 2024 | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | ||||||||||||||||||||||
| Issuance of restricted common stock under equity incentive plans | - | - | - | - | - | |||||||||||||||||||||||||||
| Issuance of common stock upon conversion of convertible debt | - | - | - | - | - | - | - | - | ||||||||||||||||||||||||
| Issuance of common stock upon conversion of Series B preferred stock | - | ( | ) | - | - | - | - | - | ||||||||||||||||||||||||
| Shares cancelled in connection with the net settlement of vested stock awards | ( | ) | - | - | - | ( | ) | - | - | ( | ) | |||||||||||||||||||||
| Net loss and comprehensive loss | - | - | - | - | - | ( | ) | ( | ) | |||||||||||||||||||||||
| Balance at September 30, 2024 | $ | $ | $ | $ | $ | ( | ) | $ | ||||||||||||||||||||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
4
RYVYL INC.
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
(In thousands)
(Unaudited)
| Nine Months Ended September 30, | ||||||||
| 2025 | 2024 | |||||||
| Cash flows from operating activities: | ||||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Adjustments to reconcile net loss to net cash provided by operating activities: | ||||||||
| Depreciation and amortization expense | ||||||||
| Noncash lease expense | ||||||||
| Stock compensation expense | ||||||||
| Accretion of debt discount | ||||||||
| Derecognition expense upon conversion of convertible debt | ( | ) | ||||||
| Changes in fair value of derivative liability | ( | ) | ||||||
| Loss on sale of Ryvyl EU | ||||||||
| Impairment of intangible assets | ||||||||
| Impairment of goodwill | ||||||||
| Restructuring charges | ||||||||
| Loss on sale of property and equipment | ||||||||
| Changes in assets and liabilities: | ||||||||
| Accounts receivable, net | ||||||||
| Prepaid and other current assets | ( | ) | ||||||
| Cash due from gateways, net | ||||||||
| Other assets | ( | ) | ( | ) | ||||
| Accounts payable | ( | ) | ||||||
| Accrued and other current liabilities | ( | ) | ||||||
| Payment processing liabilities, net | ( | ) | ||||||
| Net cash (used in) provided by operating activities | ( | ) | ||||||
| Cash flows from investing activities: | ||||||||
| Proceeds from the sale of property and equipment | ||||||||
| Purchases of property and equipment | ( | ) | ( | ) | ||||
| Capitalized software development costs | ( | ) | ( | ) | ||||
| Purchases of intangible assets | ( | ) | ( | ) | ||||
| Cash transferred in connection with the sale of Ryvyl EU | ( | ) | ||||||
| Net cash used in investing activities | ( | ) | ( | ) | ||||
| Cash flows from financing activities: | ||||||||
| Repayments on convertible debt | ( | ) | ||||||
| Repayments on long-term debt | ( | ) | ( | ) | ||||
| Proceeds from short-term note payable | ||||||||
| Tax withholdings related to net settlements of equity awards | ( | ) | ( | ) | ||||
| Proceeds from issuance of common stock in public offering, net of issuance costs | - | |||||||
| Net cash provided by (used in) financing activities | ( | ) | ||||||
| Effect of exchange rate changes on cash and restricted cash | ||||||||
| Net (decrease) increase in cash and restricted cash | ( | ) | ||||||
| Cash and restricted cash – beginning of period | ||||||||
| Cash and restricted cash – end of period | $ | $ | ||||||
| Supplemental cash flow disclosures | ||||||||
| Cash paid during the period for: | ||||||||
| Interest | $ | $ | ||||||
| Income taxes | $ | $ | ||||||
| Non-cash financing and investing activities: | ||||||||
| Convertible debt conversion to common stock | $ | $ | ||||||
| Interest accrual from convertible debt converted to common stock | $ | $ | ||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
5
RYVYL, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
1. Description of the Business and Basis of Presentation
Organization
RYVYL Inc. (“RYVYL”, the “Company”, “us”, “we” or “our”) is a financial technology company that develops software platforms and tools that are focused on providing global payment acceptance and disbursement capabilities. RYVYL’s strategy is rooted in our mission to transform the global payments landscape through technology-driven, customer-centric, and compliance-focused financial solutions. Our first-generation product, QuickCard, was originally developed to facilitate payment processing for predominantly cash-based businesses in certain niche high-risk business verticals. It was a comprehensive physical and virtual payment card processing management system that offered a cloud-based network interface, merchant management, and point-of-sale (POS) connectivity to facilitate noncash payment methods such as credit cards, debit cards and prepaid gift cards, and to subsequently disburse those funds electronically to merchants upon request. In early 2024, in response to evolving changes in the compliance environment and banking regulations, the Company began transitioning QuickCard to a fully virtual, app-based product. In mid-2024, the Company further transitioned its QuickCard product from a direct offering to a licensing model, whereby partners with more suitable compliance capabilities could license the platform from the Company and offer its payments processing capabilities in the same business verticals the Company previously served directly.
As the global fintech industry continues to evolve, it has become evident that there is a need for a fully integrated platform that can seamlessly support multiple types of offerings on a global scale. We believe our second-generation platform, NEMS Core, provides a compelling solution to fill that product void. As a dual-sided platform, NEMS Core is designed to support both acquiring and disbursement services within a unified infrastructure. This end-to-end platform enables businesses to seamlessly accept payments from customers while efficiently distributing funds to vendors, employees, and partners worldwide. Unlike traditional single-function payment systems that often face limitations in adapting to dynamic market demands, RYVYL’s dual-sided platform offers a flexible, agile, and robust architecture. It streamlines the entire transaction lifecycle, from payment initiation to settlement, providing businesses with a competitive advantage in an increasingly interconnected and digital financial environment.
Prior to the sale of the Company’s subsidiary, Ryvyl (EU) EAD (“Ryvyl EU”), which was effective June 1, 2025, the Company operated through two distinct business segments designed to meet the diverse and evolving needs of global markets. Our business was strategically structured around two primary geographic regions - Europe and North America - each offering complementary product and service portfolios that encompassed payment processing, treasury management, acquiring, issuing, and Electronic Money Institution services. This segmentation allowed RYVYL to deliver tailored, market-specific solutions while maintaining a cohesive global strategy that supports operational efficiency, regulatory compliance, and financial growth. As a result of the sale of Ryvyl EU, our operations are now solely conducted in North America.
In North America, the Company’s focus is on expanding treasury management services, Bank Identification Number (BIN) sponsorship for credit card processing, and comprehensive payment solutions such as ACH and wire transfers. By leveraging third-party sponsorship arrangements alongside our technology, we are positioned to capture growth opportunities in key sectors, including e-commerce, fintech, and B2B payments.
Name Change
On May 3, 2018, the Company formally changed its name to GreenBox POS LLC, then subsequently changed its name to GreenBox POS on December 13, 2018. On October 13, 2022, GreenBox POS changed its name to RYVYL Inc.
6
2. Summary of Significant Accounting Policies
Going Concern
In February 2024, the Company stopped processing credit card payments on its QuickCard platform because our processing partner’s bank informed them that they no longer wished to process payments for cannabis merchants. QuickCard was our first-generation product and was designed to address the needs of previously all-cash businesses. Although not limited to the cannabis industry, prior to discontinuing QuickCard, cannabis merchants made up a substantial majority of the platform’s processing volume. In an effort to recover the loss of revenues, during the second quarter of 2024, the Company transitioned its QuickCard product from terminal-based to app-based processing. Subsequently, management determined that the app-based product was not a viable long-term solution for certain niche high-risk business verticals (including cannabis merchants) and made the decision to terminate the rollout of the app-based product in those specific business verticals.
In response to the discontinuation of QuickCard as a direct offering, during the third quarter of 2024, the Company began to offer a license of the platform, which it believed would enable it to serve the same customer base it previously served with the original product offering. However, to date, the Company has been unable to find a suitable licensing partner and it is no longer actively seeking to license the QuickCard product. As a result, the Company no longer anticipates being able to recover the loss of revenue that resulted from the discontinuation of its QuickCard product.
The decline in revenues resulting from the discontinuation of QuickCard has adversely impacted the Company’s liquidity. Also, until recently, the Company had relied on the repatriation of profits from its European subsidiaries to cover some of its critical operating expenses, which it is no longer be able to do following the sale of Ryvyl EU, effective June 1, 2025. As a result, management has determined that its cash balance as of September 30, 2025, will not be sufficient to fund the Company’s operations and capital needs for the next 12 months from the date of this Quarterly Report on Form 10-Q of the Company for the fiscal year ended September 30, 2025 (the “Report”). These conditions raise substantial doubt about the Company’s ability to continue as a going concern.
The Company’s ability to continue as a going concern is contingent upon the successful execution of management’s intended plan over the next twelve months to improve its liquidity position, which includes, without limitation:
| ● | raising additional capital through a variety of means, including private and public equity offerings and debt financings. The Company recently executed multiple successful capital raises in July 2025 and October 2025 (see Note 17, Subsequent Events), and continues to be actively engaged in discussions with multiple parties for additional funding opportunities; | |
| ● | exploring strategic initiatives, including M&A opportunities; on September 28, 2025, the Company, Ryvyl Merger Sub Inc. (a Delaware corporation and wholly owned direct subsidiary of the Company (“Merger Sub”), and RTB Digital, Inc., a Delaware corporation (“RTB”), entered into an Agreement and Plan of Merger pursuant to which Merger Sub will merge with and into RTB (the “Merger”), with RTB surviving the Merger as a wholly-owned subsidiary of the Company (see Recent Developments subsection under Item 2, Management’s Discussion and Analysis of Financial Condition and Results of Operations, of this Report, for additional details); | |
| ● | continued execution of its accelerated business development efforts to drive volumes in diversified business verticals with the Company’s other products; and | |
| ● | continued implementation of cost control measures to more effectively manage spending and further right-sizing the organization, where appropriate; |
Management has assessed that its intended plan described above, if successfully implemented, is appropriate and sufficient to address its liquidity shortfall and to provide funds to cover operations for the next 12 months from the date of the issuance of this Report. However, there can be no assurance that we will be successful in implementing our plan, that our projections of our future capital needs will prove accurate, or that any additional funding will be available on a timely manner, on favorable terms, or be sufficient to continue our operations. The unaudited condensed consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.
7
Basis of Presentation and Consolidation
The accompanying condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). All intercompany transactions and balances have been eliminated in the accompanying condensed consolidated financial statements.
Unaudited Interim Financial Information
Certain information and footnote disclosures normally included in the Company’s annual audited financial statements and accompanying notes have been condensed or omitted in this accompanying interim consolidated financial statements and footnotes. Accordingly, the accompanying interim condensed consolidated financial statements included herein should be read in conjunction with the audited consolidated financial statements and accompanying notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, filed with the U.S. Securities and Exchange Commission (“SEC”) on March 28, 2025 (the “2024 Annual Report”).
In the opinion of management, these unaudited interim condensed consolidated financial statements include all adjustments and accruals, consisting only of normal, recurring adjustments that are necessary for a fair statement of the results of all interim periods reported herein. The results of the interim periods are not necessarily indicative of the results expected for the full fiscal year or any other interim period or any future year or period.
Use of Estimates
The preparation of the Company’s unaudited condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. To the extent that there are material differences between these estimates and actual results, the Company’s financial condition or operating results will be materially affected. The Company bases its estimates on current and past experience to the extent that historical experience is predictive of future performance, and other assumptions that the Company believes are reasonable under the circumstances. The Company evaluates these estimates on an ongoing basis.
Reclassification
Certain prior year amounts have been reclassified for consistency with the current period presentation. These reclassifications had no effect on the reported financial position, results of operations or cash flows of the Company.
8
Cash and Restricted Cash
Cash consists of cash on hand and cash on deposit with banks. Restricted cash primarily consists of funds received from banking services clients, which have yet to be distributed to those clients’ end customers at the end of the period.
Payment Processing Liabilities
Payment processing liabilities principally represent funds collected from banking services clients that have yet to be distributed to those clients’ customers at the end of the period. These liabilities are secured by funds held in restricted cash accounts and are presented as restricted cash in the condensed consolidated balance sheets.
Revenue Recognition
Revenue is recognized when control of the promised goods or services is transferred to customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services.
Historically, the Company generated the majority of its revenue from payment processing services. Payment processing services revenue was typically based on a percentage of the value of each transaction processed and/or upon fixed amounts specified for each transaction or service. The Company satisfied its performance obligations and, therefore, recognized the processing fees as revenue at a point in time, upon the authorization of a merchant sale transaction. Following the sale of the Company’s wholly owned subsidiary, Ryvyl EU, effective June 1, 2025, the Company primarily generates revenue from banking services, which primarily includes incoming and outgoing ACH and wire transfer transactions, and fees earned from payment processing transactions where the Company arranges for the delivery of those services to the merchant by a payment processor. For banking services transactions, the Company typically charges specified fees on a per transaction basis, which may vary from customer to customer. The Company satisfies its performance obligation related to these transactions at a point in time, upon the authorization of the transaction in the Company’s payments platform. For revenue earned from arranging for the delivery of payment processing services to merchants by a payment processor, the Company typically charges specified fees on a per transaction basis, a percentage share of the transaction amount, or a combination of both. The Company satisfies the performance obligation related to these transactions at a point in time, upon the authorization of the transaction in the payment processor’s platform. Revenue from these transactions is recognized on a gross basis, as the Company has determined that it is the principal in the arrangements governing those transactions.
Research and Development Costs
Research and development costs primarily consist of salaries and benefits for research and development personnel and outsourced contracted services, as well as associated supplies and materials. These costs are expensed as incurred.
Internal-use Software Development Costs
Internal-use software development costs consist of the costs related to outsourced consultants who are directly associated with and who devote time to creating and enhancing internally developed software for the Company’s platforms. Internal-use software development activities generally consist of three stages: (i) the preliminary project stage, (ii) the application development stage, and (iii) the postimplementation-operation stage. In accordance with ASC 350-40, Internal Use Software, costs incurred in the preliminary and postimplementation-operation stages of software development are expensed as incurred. Costs incurred in the application development stage, including significant enhancements and upgrades, are capitalized. Capitalized internal-use software development costs are included within intangible assets, net on the unaudited condensed consolidated balance sheets, and are amortized on a straight-line basis over an estimated useful life of three years upon the software or additional features being ready for their intended use.
9
Accounts Receivable, Net
Accounts receivable primarily consist of amounts recorded in connection with the sale of payment processing terminals and related accessories. Accounts receivable are recorded at invoiced amounts, net of an allowance for credit losses, and do not bear interest. In accordance with Accounting Standards Update (“ASU”) No. 2016-13, Financial Instruments – Credit Losses (ASC 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”), the Company measures its allowance for credit losses using an expected credit loss model that reflects the Company’s current estimate of expected credit losses inherent in the enterprise and the accounts receivable balance. In determining the expected credit losses, the Company considers its historical loss experience, the aging of its accounts receivable balance, current economic and business conditions, and anticipated future economic events that may impact collectability. The Company reviews its allowance for credit losses periodically and, as needed, amounts are written-off when determined to be uncollectible. As of September 30, 2025 and December 31, 2024, the allowance for credit losses was immaterial.
Prepaid Expenses and Other Current Assets
Prepaid expenses and other current assets primarily consist of inventory, short term deposits, and prepaid property taxes required under existing lease arrangements.
Property and Equipment, Net
Property
and equipment primarily consist of computer equipment and furniture and fixtures. Property and equipment are stated at historical cost
less accumulated depreciation. Depreciation is computed using the straight-line method over the estimated useful lives of the assets,
which range from
Fair Value Measurements
The Company applies fair value accounting for assets and liabilities that are recognized or disclosed at fair value in the condensed consolidated financial statements on a recurring basis. Fair value is defined as the price received to sell an asset or paid to transfer a liability in the principal market for the asset or liability in an orderly transaction between market participants on the measurement date.
ASC Topic 820, Fair Value Measurements, establishes a three-level hierarchy priority for disclosure of assets and liabilities recorded at fair value. The ordering of priority reflects the degree to which objective prices in external active markets are available to measure fair value. The classification of assets and liabilities within the hierarchy is based on whether the inputs to the valuation methodology used for measurement are observable or unobservable. The Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible. The three levels in the hierarchy are as follows:
| ● | Level 1 – Observable inputs, such as unadjusted quoted prices in active markets for identical assets or liabilities accessible to the reporting entity at the measurement date. |
| ● | Level 2 – Observable inputs other than Level 1 quoted prices, such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. |
| ● | Level 3 – Unobservable inputs that cannot be directly corroborated by observable market data and that typically reflect management’s estimate of assumptions that market participants would use in pricing the asset or liability. |
The applicability of this guidance was limited to the Note (as defined below) and related derivative liability, which were fully retired during the quarter ended June 30, 2025. As of December 31, 2024, the Company classified these liabilities as Level 3 of the fair value hierarchy, as fair values are estimated using models that use both observable (e.g., changes in market interest rates) and unobservable (e.g., changes in unobservable long-dated volatilities) inputs.
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Goodwill and Intangible Assets
ASC 350-20, Intangibles—Goodwill and Other—Goodwill, requires companies to assess goodwill for impairment annually or more frequently if indicators of impairment exist. Testing goodwill for impairment is performed at the reporting unit level, using a two-step test, and requires companies to compare the fair value of a reporting unit with its carrying amount, including goodwill. Goodwill is considered impaired if the carrying value of a reporting unit exceeds its fair value. ASC 350-20 also provides for an optional qualitative assessment for testing goodwill for impairment that enables companies to skip the two-step test if it is determined that it is more likely than not (i.e., a likelihood of greater than 50%) that the fair value of a reporting unit is greater than its carrying amount. The Company performs a goodwill impairment test annually, on December 31, or more frequently if events and circumstances indicate that the asset might be impaired. Following the sale of the Company’s wholly owned subsidiary, Ryvyl EU, effective June 1, 2025, the Company no longer has any goodwill.
Intangible assets consist of acquired customer
relationships and business intellectual properties. In accordance with ASC 350-30, Intangibles—Goodwill and Other—General
Intangibles Other than Goodwill, the Company’s intangible assets are amortized over their estimated useful lives, ranging from
Leases
The Company leases office space under non-cancellable operating leases with various expiration dates. The Company determines whether an arrangement is a lease for accounting purposes at contract inception. Operating leases are recorded as right-of-use (“ROU”) assets, which are included within noncurrent assets, and lease liabilities, which are included within current and noncurrent liabilities on our condensed consolidated balance sheets.
Operating lease ROU assets and operating lease liabilities are recognized at the lease commencement date based on the present value of the future lease payments over the lease term. ROU assets are based on the lease liability and are increased by prepaid lease payments and decreased by lease incentives received, where applicable. The interest rate used to determine the present value of the future lease payments is the Company’s incremental borrowing rate because the interest rate implicit in the Company’s leases is not readily determinable. The Company’s incremental borrowing rate is estimated to approximate the interest rate that the Company would pay to borrow on a collateralized basis with similar terms and payments as the lease, and in economic environments where the leased asset is located. Certain leases require the Company to pay taxes, maintenance, and other operating expenses associated with the leased asset. Such amounts are not included in the measurement of the ROU assets and lease liabilities. These lease costs are recognized as lease expenses when incurred.
11
The Company evaluates ROU assets related to leases
for indicators of impairment whenever events or changes in circumstances indicate that the carrying amount of those assets may not be
recoverable. When a decision has been made to exit a lease prior to the contractual term or to sublease that space, the Company evaluates
the asset for impairment and recognizes the associated impact to the ROU asset and related expense, if applicable. The evaluation is
performed at the asset group level initially and when appropriate, at the lowest level of identifiable cash flows, which is at the individual
lease level. Undiscounted cash flows expected to be generated by the related ROU asset are estimated over the ROU asset’s useful
life. If the evaluation indicates that the carrying amount of the ROU asset may not be recoverable, any potential impairment is measured
based upon the fair value of the related ROU asset or asset group as determined by appropriate valuation techniques. During the quarter
ended June 30, 2025, the Company identified indicators of impairment for the ROU asset related to one of its operating leases, which
indicated that the carrying value of the ROU asset may not be recoverable. Based on the Company’s impairment analysis, it recorded
an impairment charge of $
Foreign Currency
Assets and liabilities of our foreign subsidiaries are translated into the reporting currency using the exchange rates in effect on the condensed consolidated balance sheet dates. Equity accounts are translated at historical rates, except for the change in retained earnings during the period, which is the result of the income statement translation process. Revenue and expense accounts are translated using the weighted average exchange rate during the period. The cumulative translation adjustments associated with the net assets of foreign subsidiaries are recorded in accumulated other comprehensive income in the accompanying consolidated statements of stockholders’ equity. Following the sale of the Company’s wholly owned foreign subsidiary, Ryvyl EU, effective June 1, 2025, the Company is no longer exposed to changes in exchange rates that would impact its condensed consolidated balance sheets on a go forward basis.
Stock Based Compensation
Stock-based compensation expense relates to restricted stock awards (“RSAs”), restricted stock units (“RSUs”), and stock options granted to employees and non-employee directors under the Company’s equity incentive plans, which are measured based on the grant-date fair value. The fair value of RSAs and RSUs is determined by the closing price of the Company’s common stock on the grant date. The fair value of stock options is estimated on the date of grant using the Black-Scholes-Merton option valuation model. Generally, stock-based compensation expense is recorded on a straight-line basis over the requisite service period. The Company accounts for forfeitures as they occur.
Income Taxes
Income taxes are accounted for under the asset and liability method. Deferred income taxes are recognized for temporary differences between the tax basis of assets and liabilities and their reported amounts in the financial statements, net of operating loss carry forwards and credits, by applying enacted statutory tax rates applicable to future years. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is not more likely than not that some portion of or all the deferred tax assets will not be realized. Judgment is required in determining and evaluating income tax provisions and valuation allowances for deferred income tax assets. We recognize an income tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by tax authorities, based on the technical merits of the position.
Current income taxes are provided for in accordance with the laws of the relevant taxing authorities. As of September 30, 2025 and December 31, 2024, the Company has a full valuation allowance on its deferred tax assets.
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Net Loss Per Share
The Company’s basic net loss per share is computed by dividing the loss available to common shareholders by the weighted average number of common shares outstanding during the period without consideration of potentially dilutive securities. Diluted net loss per share is computed by dividing the net loss available to common shareholders by the weighted-average number of shares of common stock outstanding, adjusted for the dilutive effect of all potential shares of common stock.
Recently Adopted Accounting Pronouncements
In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (“ASU 2023-09”). The amended guidance enhances income tax disclosures primarily related to the effective tax rate reconciliation and income taxes paid information. This guidance requires disclosure of specific categories in the effective tax rate reconciliation and further information on reconciling items meeting a quantitative threshold. In addition, the amended guidance requires disaggregating income taxes paid (net of refunds received) by federal, state, and foreign taxes. It also requires disaggregating individual jurisdictions in which income taxes paid (net of refunds received) is equal to or greater than 5 percent of total income taxes paid (net of refunds received). The amended guidance is effective for fiscal years beginning after December 15, 2024. The guidance can be applied either prospectively or retrospectively. The adoption of ASU 2023-09 will impact the Company’s annual disclosures only.
Recently Issued Accounting Pronouncements
In December 2023, the FASB issued ASU 2023-08, Intangibles – Goodwill and Other – Crypto Assets (Subtopic 350-60): Accounting for and Disclosure of Crypto Assets. This amended guidance requires fair value measurement of certain crypto assets each reporting period with the changes in fair value reflected in net income. The amendments also require disclosures of the name, fair value, units held, and cost bases for each significant crypto asset held and annual reconciliations of crypto asset holdings. The new guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2024, with early adoption permitted. We are required to apply these amendments as a cumulative-effect adjustment to retained earnings as of the beginning of the fiscal year in which the guidance is adopted. The adoption of this guidance is not expected to have an impact on the Company’s consolidated financial statements, as we currently do not hold any crypto assets.
In November 2024, the FASB issued ASU No. 2024-03, Disaggregation of Income Statement Expenses (“ASU 2024 03”), and in January 2025, the FASB issued ASU No. 2025-01, Clarifying the Effective Date (“ASU 2025-01”). The amendments are intended to enhance disclosures regarding an entity’s costs and expenses by requiring additional disaggregated information disclosures about certain income statement expense line items. The amendments, as clarified by ASU 2025-01, are effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027. Early adoption is permitted. The Company is currently evaluating the effect of adopting the new disclosure requirements.
3. Discontinued Operations
Pursuant to a stock purchase agreement (the “SPA”)
and a Termination Agreement (the “Termination Agreement”), both dated January 23, 2025, and entered into between the Company
and a purchaser (the “Purchaser”), the Company and the Purchaser completed the sale of its wholly owned subsidiary Ryvyl
EU, effective June 1, 2025, which comprised substantially all of the business previously reported under the Company’s International
reporting segment. Domiciled in Sofia, Bulgaria, Ryvyl EU is a European Union regulated electronic money institution that provides complete
payment solutions by offering acquiring, issuing, banking services across Europe. Pursuant to the terms of the SPA and Termination Agreement,
the Company received total consideration of $
In accordance with ASC 205-20, Presentation of Financial Statements - Discontinued Operations, since the sale of Ryvyl EU met the held-for-sale criteria as of the second quarter of 2025 and the sale transaction was completed within the same quarter, historical assets and liabilities of Ryvyl EU have not been segregated and reported as discontinued operations in the condensed consolidated balance sheets for all historical periods presented. Pursuant to the same guidance, the income statement activity of Ryvyl EU has been segregated and reported as discontinued operations for all periods presented in the condensed consolidated income statements for all historical periods presented. Additionally, cash flows related to discontinued operations have not been segregated and are included in the unaudited condensed consolidated statement of cash flows for all periods presented.
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The results of operations from discontinued operations for the three and nine months ended September 30, 2025 and 2024, consist of the following (in thousands):
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Revenue | $ | $ | $ | $ | ||||||||||||
| Cost of revenue | ( | ) | ( | ) | ( | ) | ||||||||||
| Advertising and marketing | ( | ) | ( | ) | ( | ) | ||||||||||
| General and administrative | ( | ) | ( | ) | ( | ) | ||||||||||
| Payroll and payroll taxes | ( | ) | ( | ) | ( | ) | ||||||||||
| Professional fees | ( | ) | ( | ) | ( | ) | ||||||||||
| Depreciation and amortization | ( | ) | ( | ) | ( | ) | ||||||||||
| Other (expense) income, net | ( | ) | ||||||||||||||
| Income from discontinued operations | ||||||||||||||||
| Loss on sale of discontinued operations | ( | ) | ||||||||||||||
| Income from discontinued operations before income taxes | ( | ) | ||||||||||||||
| Provision for income taxes | ( | ) | ( | ) | ||||||||||||
| (Loss) income from discontinued operations, net of tax | $ | $ | $ | ( | ) | $ | ||||||||||
Selected financial information related to cash flows from discontinued operations for the nine months ended September 30, 2025 and 2024 is as follows (in thousands):
| Nine Months Ended September 30, | ||||||||
| 2025 | 2024 | |||||||
| Depreciation of property and equipment | $ | $ | ||||||
| Amortization of intangible assets | $ | $ | ||||||
| Purchases of property and equipment | $ | $ | ||||||
4. Property and Equipment, Net
The following table details property and equipment, less accumulated depreciation (in thousands):
| September 30, 2025 | December 31, 2024 | |||||||
| Computers and equipment | $ | $ | ||||||
| Furniture and fixtures | ||||||||
| Improvements | ||||||||
| Total property and equipment | ||||||||
| Less: accumulated depreciation | ( | ) | ( | ) | ||||
| Net property and equipment | $ | $ | ||||||
Depreciation expense was $
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5. Goodwill
The following table summarizes goodwill activity for the nine months ended September 30, 2025 (in thousands):
| Amount | ||||
| Goodwill – December 31, 2024 | $ | |||
| Adjustments (1) | ||||
| Goodwill disposed in connection with the sale of Ryvyl EU | ( | ) | ||
| Goodwill – September 30, 2025 | $ | |||
| (1) |
6. Intangible Assets, Net
The following tables detail intangible assets (in thousands):
| September 30, 2025 | ||||||||||||||||||
| Estimated Useful Life | Cost | Accumulated Amortization | Impairment Loss | Net | ||||||||||||||
| Customer relationships | $ | $ | ( | ) | $ | ( | ) | $ | ||||||||||
| Business technology/IP | ( | ) | ||||||||||||||||
| Capitalized internal-use software | ( | ) | ( | ) | ||||||||||||||
| Total intangible assets | $ | $ | ( | ) | $ | ( | ) | $ | ||||||||||
| December 31, 2024 | ||||||||||||||||||
| Estimated Useful Life | Cost | Accumulated Amortization | Impairment Loss | Net | ||||||||||||||
| Customer relationships | $ | $ | ( | ) | $ | ( | ) | $ | ||||||||||
| Business technology/IP | ( | ) | ||||||||||||||||
| Capitalized internal-use software | ( | ) | ||||||||||||||||
| Total intangible assets | $ | $ | ( | ) | $ | ( | ) | $ | ||||||||||
Amortization expense was ($
The estimated future amortization expense related to intangible assets as of September 30, 2025 is as follows (in thousands):
| Fiscal years: | Amount | |||
| 2025 (remainder) | $ | |||
| 2026 | ||||
| 2027 | ||||
| 2028 | ||||
| Thereafter | ||||
| Total | $ | |||
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7. Accrued Liabilities
The following table details the balance in accrued liabilities (in thousands):
| September 30, 2025 | December 31, 2024 | |||||||
| Payroll related accruals | $ | $ | ||||||
| Accrued legal and professional fees | ||||||||
| Accrued legal settlements | ||||||||
| Accrued taxes | ||||||||
| Accrued convertible note interest | ||||||||
| Other accrued liabilities | ||||||||
| Total accrued liabilities | $ | $ | ||||||
8. Note Payable
Stock Purchase Agreement and Financing
On January 23, 2025,
in connection with the Company securing financing, it entered into a stock purchase agreement (the “January 2025 SPA”) with
a purchaser (the “Purchaser”), which provides for the sale to the Purchaser of all of the issued and outstanding shares of
capital stock (the “Ryvyl EU Shares”) of the Company’s indirect subsidiary domiciled in Bulgaria, Ryvyl (EU) EAD (“Ryvyl
EU”), by Transact Europe Holdings EOOD, the Company’s wholly owned subsidiary, also domiciled in Bulgaria (“Transact
Europe”) for an aggregate purchase price of $
On January 23, 2025,
The Company analyzed the terms of the January
2025 SPA and Termination Agreement and determined that they should be accounted for together as a single transaction, as neither agreement
would have been entered into without the other and the exercise of each party’s rights under each agreement would result in the
termination of each party’s rights under the other agreement (i.e., the January 2025 SPA would have been void and of no further
effect if the Company exercised its termination rights under the Termination Agreement, and the Termination Agreement would have been
void and of no further effect in the event that the January 2025 SPA was not so terminated and the Purchaser closes on its purchase of
the Ryvyl EU Shares). Further, the Company determined that the terms of the agreements, in particular the Company’s unilateral
termination right, were such that the Company would not be considered to have surrendered control of the Ryvyl EU Shares until the termination
deadline passes and, therefore, the substance of the transaction effectively represented short-term secured debt (rather than a true
sale), akin to a repurchase agreement in which a seller-borrower of securities sells those securities to a buyer-lender with an agreement
to repurchase them at a stated price plus interest at a specified date or in specified circumstances, which would be accounted for as
a collateralized borrowing, in accordance with ASC 860-30. As such, the Company accounted for the transaction as a secured borrowing
by recognizing the Financing Purchase Price as cash in the accompanying condensed consolidated balance sheets, recording an obligation
(liability) to return the cash to the Purchaser, and recognizing the difference between the Financing Purchase Price and $
16
Modification Agreement
On April 23, 2025, the Company, Transact Europe,
and the Purchaser executed and entered into a modification agreement (the “Modification Agreement”) which provides that,
notwithstanding the terms of the Termination Agreement or the January 2025 SPA, the Purchaser will not take any actions to close on the
purchase of the Ryvyl EU Shares before May 6, 2025, so that the Company and the Purchaser may attempt to enter into an alternative transaction
in lieu of the securities purchase transaction under the January 2025 SPA. The Company had the right, at any time, on or before May 6,
2025, to extend this period, so that the Purchaser would not exercise such right to purchase the Ryvyl EU Shares, until May 27, 2025,
in consideration for the Company’s payment to the Purchaser of $
On
May 7, 2025, the Purchaser provided a letter of notice to the Company and Transact Europe, stating that due to the Company not exercising
its right to terminate the SPA by payment to the Purchaser of $
Since
the $
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9. Long-Term Debt, Net
The following table summarizes the Company’s debt (in thousands):
| September 30, 2025 | December 31, 2024 | |||||||
| $ | $ | $ | ||||||
| Less: Unamortized debt discount | ( | ) | ||||||
| Net carrying value | ||||||||
| $ | ||||||||
| $ | ||||||||
| Total debt | ||||||||
| Less: current portion | ( | ) | ( | ) | ||||
| Long-term debt, net | $ | $ | ||||||
Senior Convertible Note
On November 8, 2021, the Company sold and issued,
in a registered direct offering, an 8% senior convertible note, originally due November 3, 2023, and subsequently extended to
The Note was issued on November 8, 2021, pursuant to an indenture dated November 2, 2021 between us and Wilmington Savings Fund Society, FSB, as trustee (the “Base Indenture”), as supplemented by a first supplemental indenture thereto, dated November 2, 2021, relating to the Note (the “First Supplemental Indenture” and the Base Indenture as supplemented by the First Supplemental Indenture, the “First Indenture”). The terms of the Note include those provided in the First Indenture and those made part of the First Indenture by reference to the Trust Indenture Act.
First Exchange Agreement
On
July 25, 2023, the Company entered into an Exchange Agreement (the “First Exchange Agreement”) under which the Company and
the Investor agreed to exchange (the “Series A Exchanges”), in two separate exchanges, an aggregate of $
18
On
July 31, 2023, pursuant to the terms of the First Exchange Agreement, the Company closed the initial exchange (the “Initial Series
A Exchange”) and issued
The
Company analyzed the changes made to the Note under the First Exchange Agreement under ASC 470-50 to determine if extinguishment accounting
was applicable. Under ASC 470-50-40-10, a modification or an exchange that adds or eliminates a substantive conversion option as of the
conversion date is always considered substantial and requires extinguishment accounting. Since the First Exchange Agreement added a substantive
conversion option, the Company determined that extinguishment accounting was applicable. In accordance with the extinguishment accounting
guidance, the Company recorded a loss on extinguishment of $
Second Exchange Agreement
Under
the terms of the First Exchange Agreement, a final closing was to be held upon which the Investor was to exchange an additional $
On
November 27, 2023, the Company entered into an Exchange Agreement (the “Second Exchange Agreement”) with the Investor under
which the Company and the Investor agreed to exchange (the “Series B Exchange”), (i) all of the existing shares of Series
A Preferred Stock issued to the Investor in the Initial Series A Exchange, (ii) the right to exchange the shares of Unissued Series A
Preferred Stock for an additional $
The
Company analyzed the changes made to the Note under the Second Exchange Agreement under ASC 470-50 to determine if extinguishment accounting
was applicable. Under ASC 470-50-40-10, a modification or an exchange that adds or eliminates a substantive conversion option as of the
conversion date is always considered substantial and requires extinguishment accounting. Since the Second Exchange Agreement eliminated
a substantive conversion option (the parties’ obligation to exchange the remaining $16.7 million of outstanding principal balance
subject to the Series A Exchange for
19
On
November 29, 2023, the Company closed the Series B Exchange, pursuant to which the Company issued to the Investor
Forbearance Agreement
On
May 17, 2024, the Company entered into a Forbearance Agreement (the “Forbearance Agreement”) with the Investor pursuant to
which the Investor, in consideration for the Company’s cash payment in the amount of $
Preferred Stock Repurchase and Note Repayment Agreement
On
January 23, 2025, the Company entered into a Preferred Stock Repurchase and Note Repayment Agreement (the “Repurchase Agreement”)
with the Investor, which provides for repayment of the outstanding balance of the Note. Pursuant to terms of the Repurchase Agreement,
in consideration for an aggregate payment of $
The
Repurchase Agreement further provides that, during the period from the payment of the First Installment until the Second Installment
Date, no interest will accrue on the remaining balance of the Note and certain restrictive covenants under the Note will be temporarily
waived. If the Company fails to make the Second Installment on or before the Second Installment Date, then interest will continue to
accrue again on the outstanding balance of the Note and all other terms of the Note will also be restored as they were prior to the date
the First Installment was paid. The Company did not make the second installment payment of $
The Company analyzed the changes made to the Note under the Repurchase Agreement under ASC 470-60 to determine if the transaction qualified as a troubled debt restructuring. For a debt restructuring to be considered troubled, the debtor must be experiencing financial difficulties and the creditor must have granted a concession. The Company considered the indicators of financial difficulties provided in ASC 470-60 and determined that one or more indicators were present at the time the Repurchase Agreement was entered into, such as the existence of substantial doubt about the Company’s ability to continue as a going concern. Furthermore, the Company determined that the effective borrowing rate on the Note decreased as a result of the changes made to the Note under the Repurchase Agreement and, as such, the Investor granted a concession on the debt. As a result, the changes made to the Note under the Repurchase Agreement were accounted for as a troubled debt restructuring. However, no restructuring gain or corresponding adjustment to the carrying amount of the Note was recorded because the net carrying amount of the Note after giving effect to the payment of the First Installment was less than the total undiscounted future principal and interest payments of the restructured Note.
20
During the year ended December 31, 2022, the
Investor converted $
Ranking
The Note is the senior unsecured obligation of
the Company and not the financial obligation of our subsidiaries. Until such date as the principal amount of the Note is $
Maturity Date
Under its original terms, unless earlier converted, or redeemed, the Note was to mature on November 3, 2023, the second anniversary of the issuance date, which we refer to herein as the “Maturity Date,” subject to the right of the Investor to extend the date:
| (i) | if an event of default under the Note has occurred and is continuing (or any event shall have occurred and be continuing that with the passage of time and the failure to cure would result in an event of default under the Note) and |
| (ii) | for a period of 20 business days after the consummation of a fundamental transaction if certain events occur. |
We are required to pay, on the Maturity Date, all outstanding principal, accrued and unpaid interest and accrued and unpaid late charges on such principal and interest, if any.
As part of the Restructuring Agreement entered into with the Investor on August 16, 2022 (the “Restructuring Agreement”), the Company obtained a forbearance of the Maturity Date from November 5, 2023 to November 5, 2024. As part of the Second Exchange Agreement entered into with the Investor on November 27, 2023, the Company obtained a further forbearance of the Maturity Date from November 5, 2024 to April 5, 2025. As part of the Forbearance Agreement entered into with the Investor on May 17, 2024, the Company obtained a further forbearance of the Maturity Date from April 5, 2025 to April 5, 2026. Pursuant to the terms of the Repurchase Agreement entered into with the Investor on January 23, 2025, the Maturity Date was advanced to April 30, 2025 upon the payment of the First Installment on January 27, 2025. The convertible note was fully retired during the quarter ended June 30, 2025.
21
Interest
The
Note bears interest at the rate of
As part of the First Exchange Agreement, the Investor agreed to waive any interest that would otherwise accrue on the Note during the period commencing on April 1, 2023 through, and including, December 31, 2023. As part of the Second Exchange Agreement, the Investor agreed to extend the waiver of payment of interest under the Note through July 1, 2024. Pursuant to the terms of the Repurchase Agreement, no interest will accrue on the remaining balance of the Note during the period from the payment of the First Installment until the Second Installment Date. The convertible note was fully retired during the quarter ended June 30, 2025.
Late Charges
The
Company is required to pay a late charge of
Conversion
Fixed Conversions at Option of Holder
The holder of the Note may convert all, or any part, of the outstanding principal and interest of the Note, at any time at such holder’s option, into shares of our common stock at an initial fixed conversion price, which is subject to:
| ● | proportional adjustment upon the occurrence of any stock split, stock dividend, stock combination and/or similar transactions; and |
| ● | full-ratchet adjustment in connection with a subsequent offering at a per share price less than the fixed conversion price then in effect. |
Pursuant
to the original terms of the Note, since during the fiscal quarter ending March 31, 2022,
As
part of the Restructuring Agreement,
As
part of the First Exchange Agreement,
22
1-Year Alternate Optional Conversion
Alternate Event of Default Optional Conversion
If
an event of default has occurred under the Note, the holder may alternatively elect to convert the Note (subject to an additional
| ● | the fixed conversion price then in effect; and |
the greater of:
| ● | the floor price; and |
| ● | 80% of the lowest volume weighted average price of our common stock during the five trading days immediately prior to such conversion. |
Beneficial Ownership Limitation
Change of Control Redemption Right
In connection with a change of control of the Company, the holder may require us to redeem in cash, all, or any portion, of the Notes at a 15% redemption premium to the greater of the face value, the equity value of our common stock underlying the Note, and the equity value of the change of control consideration payable to the holder of our common stock underlying the Note.
The equity value of our common stock underlying the Note is calculated using the greatest closing sale price of our common stock during the period immediately preceding the consummation or the public announcement of the change of control and ending the date the holder gives notice of such redemption.
The equity value of the change of control consideration payable to the holder of our common stock underlying the Note is calculated using the aggregate cash consideration and aggregate cash value of any non-cash consideration per share of our common stock to be paid to the holders of our common stock upon the change of control.
Events of Default
Under the terms of the First Supplemental Indenture, the events of default contained in the Base Indenture shall not apply to the Note. Rather, the Note contains standard and customary events of default including but not limited to: (i) the suspension from trading or the failure to list the Company’s common stock within certain time periods; (ii) failure to make payments when due under the Notes; and (iii) bankruptcy or insolvency of the Company.
If an event of default occurs, the holder may require us to redeem all or any portion of the Note (including all accrued and unpaid interest and late charges thereon), in cash, at a 15% redemption premium to the greater of the face value and the equity value of the Company’s common stock underlying the Note.
The equity value of the Company’s common stock underlying the Note is calculated using the greatest closing sale price of the Company’s common stock on any trading day immediately preceding such event of default and the date the Company makes the entire payment required.
Company Optional Redemption Rights
23
The equity value of the Company’s common stock underlying the Note is calculated using the greatest closing sale price of the Company’s common stock on any trading day during the period commencing on the date immediately preceding such date the Company notifies the applicable holder of such redemption election and the date the Company makes the entire payment required.
The following table provides a summary of the changes in the Note balance from inception through September 30, 2025 (in thousands):
| Balance, December 31, 2020 | $ | |||
| Convertible debentures issued | ||||
| Derivative liability | ( | ) | ||
| Original issue discount of | ( | ) | ||
| Placement fees and issuance costs | ( | ) | ||
| Accretion and write-off of debt discount | ||||
| Balance, net of unamortized debt discount of $ | ||||
| Repayments and conversion | ( | ) | ||
| Accretion and write-off of debt discount | ||||
| Balance, net of unamortized debt discount of $ | ||||
| Repayments and conversion | ( | ) | ||
| Accretion and write-off of debt discount | ||||
| Balance, net of unamortized debt discount of $ | ||||
| Conversions | ( | ) | ||
| Accretion and write-off of debt discount | ||||
| Balance, net of unamortized debt discount of $1,556 – December 31, 2024 | ||||
| Repayments and conversions | ( | ) | ||
| Accretion and write-off of debt discount | ||||
| Balance, net of unamortized debt discount of $ | $ |
The Note was fully retired during the quarter
ended June 30, 2025. The Company recorded debt discount accretion of $
Derivative Liability
The Note contains embedded derivatives representing certain conversion features, redemption rights, and contingent payments upon the occurrence of certain events of default. The Company determined that these embedded derivatives required bifurcation and separate valuation.
The Company utilizes a binomial lattice model to value its bifurcated derivatives included in the note. ASC 815 does not permit an issuer to account separately for individual derivative terms and features embedded in hybrid financial instruments that require bifurcation and liability classification as derivative financial instruments. Rather, such terms and features must be combined and fair-valued as a single compound embedded derivative. The Company selected a binomial lattice model to value the compound embedded derivative because it believes this technique is reflective of all significant assumptions that market participants would likely consider in negotiating the transfer of the note. Such assumptions include, among other inputs, stock price volatility, risk-free rates, credit risk assumptions, early redemption and conversion assumptions, and the potential for future adjustment of the conversion price due to triggering events.
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The following table provides a summary of the changes in the derivative liability balance from inception through September 30, 2025 (in thousands):
| Balance, December 31, 2021 | $ | |||
| Change in fair value 2022 | ( | ) | ||
| Balance, December 31, 2022 | ||||
| Increase in derivative liability upon extinguishment of debt | ||||
| Change in fair value 2023 | ( | ) | ||
| Balance, December 31, 2023 | ||||
| Change in fair value 2024 | ( | ) | ||
| Balance, December 31, 2024 | ||||
| Decrease in derivative liability upon extinguishment of debt | ( | ) | ||
| Balance, September 30, 2025 | $ |
Small Business Association CARES Act Loans
On June 9, 2020, the Company entered into a
On
May 8, 2020, Charge Savvy, a wholly-owned subsidiary of the Company, entered into a
10. Equity
Underwritten Public Offering
On July 16, 2025, the Company announced the closing
of an aggregate of
Convertible Preferred Stock
On July 31, 2023, the Company issued
As of September 30, 2025 and December 31, 2024, preferred stock consisted of the following (in thousands, except number of shares):
| September 30, 2025 | ||||||||||||||||||||
| Preferred Shares Authorized | Preferred Shares Issued and Outstanding | Carrying Value | Liquidation Preference | Common Stock Issuable Upon Conversion | ||||||||||||||||
| Series A | $ | $ | $ | |||||||||||||||||
| Series B | ||||||||||||||||||||
| Undesignated preferred shares | ||||||||||||||||||||
| Total Preferred Stock | $ | $ | $ | |||||||||||||||||
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| December 31, 2024 | ||||||||||||||||||||
| Preferred Shares Authorized | Preferred Shares Issued and Outstanding | Carrying Value | Liquidation Preference | Common Stock Issuable Upon Conversion | ||||||||||||||||
| Series A | $ | $ | ||||||||||||||||||
| Series B | ||||||||||||||||||||
| Undesignated preferred shares | ||||||||||||||||||||
| Total Preferred Stock | $ | $ | ||||||||||||||||||
There
were
Voting – The Preferred Stock has no voting power and the holders of Preferred Stock have no right to vote on any matter at any time, either as a separate series or class or together with any other series or class of share of capital stock.
Dividends – The holders of Preferred Stock are entitled to receive dividends when and as declared by the Board of Directors, from time to time, in its sole discretion. Such dividends are not cumulative. No such dividends have been declared to date.
Liquidation – In the event of the voluntary or involuntary liquidation, dissolution or winding up of the Company, the holders of Series B Preferred Stock shall be entitled to receive in cash out of the assets of the Company, prior and in preference to any distribution of the proceeds of such liquidation event to the holders of Series A Preferred Stock or common stock, an amount per share of Series B Preferred Stock equal to the greater of (A) 115% of the stated value of such share of Series B Preferred Stock plus all declared and unpaid dividends on such share of Series B Preferred Stock and (B) the amount per share such holder would receive if it converted such share of Series B Preferred Stock into common stock (at the Series B Alternate Conversion Price, as defined below, then in effect) immediately prior to the date of such payment. If at any time, there is more than one holder of the Series B Preferred Stock, and the proceeds thus distributed among the holders of the Series B Preferred Stock shall be insufficient to permit the payment to such holders of the full aforesaid preferential amounts, then the entire proceeds legally available for distribution shall be distributed ratably among the holders in proportion to the full preferential amount that each such holder is otherwise entitled to receive.
Redemption – Upon a change of control of the Company (as defined in the Company’s “Series B Certificate of Designations”), the holders of Series B Preferred Stock may require the Company to exchange their shares of Series B Preferred Stock for consideration, in the form of the securities or other assets to which holders of shares of common stock are entitled to receive with respect to or in exchange for their shares of common stock in such change of control, equal to the greatest of (i) 115% of the stated value of such share of Series B Preferred Stock plus all declared and unpaid dividends on such share of Series B Preferred Stock, (ii) 115% of the greatest closing sale price of the number of shares of common stock into which such share of Series B Preferred Stock could be converted (at the Series B Alternate Conversion Price, as defined below, then in effect) during the period beginning on the date immediately preceding the earlier to occur of (a) the consummation of the applicable change of control and (b) the public announcement of such change of control and ending on the date such holder delivers notice to the Company of its election, and (iii) the aggregate cash consideration and the aggregate cash value of any non-cash consideration per share of common stock that would be paid to the holder upon consummation of such change of control if it converted all of its shares of Series B Preferred Stock into common stock at the conversion price then in effect.
Conversion
–
11. Income Taxes
The Company recorded income tax expense of approximately
$
As of September 30, 2025, we have no material unrecognized tax benefits and we expect no material unrecognized tax benefits for the next 12 months.
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12. Stock-Based Compensation
Equity Incentive Plans
The
Company adopted the 2023 Equity Incentive Plan (“2023 Plan”) on November 2, 2023, which provides employees, directors, and
consultants with opportunities to acquire the Company’s shares, or to receive monetary payments based on the value of such shares.
Management has determined that it is in the best interests of the Company to replace the 2020 Incentive and Nonstatutory Stock Option
Plan, the 2021 Incentive and Nonstatutory Stock Option Plan, and the 2021 Restricted Stock Plan, with one plan, the 2023 Plan, pursuant
to which the Company will be able to grant stock option awards, stock appreciation rights, restricted stock awards, restricted stock
units, and other stock-based awards. The 2023 Plan provides for up to
Stock Option Activity
The following table provides a summary of stock option activity for the nine months ended September 30, 2025:
| Number of Shares | Weighted Average Exercise Price | |||||||
| Outstanding at December 31, 2024 | $ | |||||||
| Granted | ||||||||
| Exercised | ||||||||
| Cancelled/forfeited/expired | ( | ) | ||||||
| Outstanding at September 30, 2025 | $ | |||||||
| Exercisable at September 30, 2025 | $ | |||||||
There were
Restricted Stock Activity
The following table provides a summary of RSA activity for the nine months ended September 30, 2025:
| Number of Shares | Weighted Average Grant Date Fair Value | |||||||
| Unvested at December 31, 2024 | $ | |||||||
| Granted | ||||||||
| Vested | ( | ) | ||||||
| Forfeited | ( | ) | ||||||
| Unvested at September 30, 2025 | $ | |||||||
The total grant date fair value of RSAs that
vested was $
The following table provides a summary of RSU activity for the nine months ended September 30, 2025:
| Number of Shares | Weighted Average Grant Date Fair Value | |||||||
| Unvested at December 31, 2024 | $ | |||||||
| Granted | ||||||||
| Vested | ( | ) | ||||||
| Forfeited | ( | ) | ||||||
| Unvested at September 30, 2025 | $ | |||||||
The
total grant date fair value of RSUs that vested was $
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13. Leases
The
Company leases office space under operating leases at
The
Company’s operating lease expense totaled $
Future minimum lease payments under our operating leases and reconciliation to lease liability as of September 30, 2025, are as follows (in thousands):
| Fiscal years: | Amount | |||
| 2025 (Remainder) | $ | |||
| 2026 | ||||
| 2027 | ||||
| 2028 | ||||
| Thereafter | ||||
| Total | ||||
| Less: present value discount | ( | ) | ||
| Operating lease liability | $ | |||
14. Related Party Transactions
Family Relationships
Through August 2025, the Company employed two
brothers of its then-serving Chief Executive Officer, Fredi Nisan, Dan and Liron Nusinovich, who were paid approximately $
The Company did not pay any commissions to the related parties mentioned above for the nine months ended September 30, 2025 and 2024, respectively.
Fredi Nisan
On September 25, 2025, the Company and Fredi
Nisan (“Mr. Nisan”) entered into an Advisory Services Agreement (the “Nisan Consulting Agreement”),
effective as of November 1, 2025, and continuing through April 30, 2026. Pursuant to the terms and conditions of the Nisan
Consulting Agreement, Mr. Nisan will provide services relating to advising the Company on strategic investor partnerships,
investment relationships, exploration of merger and acquisition opportunities, corporate development, and such other
revenue-generating advice and consulting as the Company may reasonably request from time to time. In consideration for his
consulting services and in recognition of the services, the Company has agreed to pay Mr. Nisan a cash consulting fee equal to
$
Ben Errez
On August 15, 2025, the Company and Mr. Errez
entered into an Advisory Services Agreement (the “Errez Consulting Agreement”), effective as of September 1, 2025, and continuing
through February 28, 2026. Pursuant to the terms and conditions of the Errez Consulting Agreement, Mr. Errez will provide services relating
to advising the Company on strategic investor partnerships, investment relationships, exploration of merger and acquisition opportunities,
corporate development, and such other revenue-generating advice and consulting as the Company may reasonably request from time to time.
In consideration for his consulting services and in recognition of the services, the Company has agreed to pay Mr. Errez a cash consulting
fee equal to $
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15. Commitments and Contingencies
Purchase Commitments
Aside from the Company’s operating lease commitments, which are disclosed in Note 13, Leases, the Company also has the following non-cancellable purchase commitments under services contracts with vendors for software products, as of September 30, 2025:
| Fiscal years: | Amount | |||
| 2025 (Remainder) | $ | |||
| 2026 | ||||
| 2027 | ||||
| 2028 | ||||
| Total | $ | |||
Severance Agreements
As previously disclosed in the Current Report
on Form 8-K filed by the Company with the SEC on October 1, 2025, effective October 31, 2025 (the “Termination Date”), Fredi
Nisan retired as Chief Executive Officer of the Company. In connection with his reported retirement, the Company and Mr. Nisan entered
into a Severance Benefits Offer and General Waiver and Release of Claims agreement (the “Severance Agreement”). Pursuant to
the Severance Agreement, Mr. Nisan will receive a cash payment of $
In addition, on September 25, 2025, the Company
and Mr. Nisan entered into an Advisory Services Agreement (the “Consulting Agreement”), effective as of November 1, 2025,
and continuing through April 30, 2026. Pursuant to the terms and conditions of the Consulting Agreement, Mr. Nisan will provide services
relating to advising the Company on strategic investor partnerships, investment relationships, exploration of M&A opportunities,
corporate development, and such other revenue-generating advice and consulting as the Company may reasonably request from time to time.
In consideration for his consulting services and in recognition of the services, the Company has agreed to pay Mr. Nisan a cash consulting
fee equal to $
Employment Agreements
As previously disclosed in the Current Report
on Form 8-K filed by the Company with the SEC on September 24, 2025, on September 22, 2025, the Company entered into an employment agreement
with Mr. Oliva in connection with the continuation of his role as Chief Financial Officer of the Company (the “Employment Agreement”).
Pursuant to the Employment Agreement, Mr. Oliva will continue his employment on an “at-will” basis with compensation to be
set by the Company’s management team on an annual basis, eligibility for bonuses in accordance with the Company’s applicable
bonus programs, and eligibility for other benefits such as participation in any retirement plans and insurance plans.
Merger Agreement with RTB Digital, Inc.
As previously disclosed in the Current Report on Form 8-K filed by the Company with the SEC on October 2, 2025, on September 28, 2025, the Company, RYVYL Merger Sub Inc., a Delaware corporation and wholly owned direct subsidiary of the Company (“Merger Sub”), and RTB Digital, Inc., a Delaware corporation (“RTB”), entered into an Agreement and Plan of Merger (the “Merger Agreement”), pursuant to which Merger Sub will merge with and into RTB (the “Merger”), with RTB surviving the Merger as a wholly-owned subsidiary of the Company (the corporation surviving the Merger, the “Surviving Corporation”). At the effective time of the Merger (the “Effective Time”), among other things, a number of shares of RTB capital stock will be exchanged for shares of common stock equal to an exchange ratio calculated pursuant to the terms set forth in the Merger Agreement, as consideration for the Merger. Upon the consummation of the Merger, the Company will be renamed “RTB Digital, Inc.”
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The Merger Agreement contains customary representations, warranties and covenants of the Company and RTB, including covenants relating to the conduct of the business of both the Company and RTB from the date of signing the Merger Agreement through the closing, obtaining the requisite approval of the stockholders of the Company and RTB, maintaining listing of the common stock of the Company on the Nasdaq Capital Market (“Nasdaq”) and applying for the continued listing of RTB Digital, Inc. after the closing of the Merger, on Nasdaq.
The Merger Agreement provides that the parties will use their respective reasonable best efforts to take all actions reasonably necessary, proper or advisable to consummate and make effective, as promptly as reasonably practicable, the transactions contemplated by the Merger Agreement. The consummation of the Merger is subject to the satisfaction or waiver of customary conditions pursuant to the terms set forth in the Merger Agreement. Following the Merger, RTB’s business will be the primary business of the combined companies, but the Company will continue its current operations, thereafter.
Legal Proceedings
From time to time, the Company is and may become involved in legal proceedings. The Company records a liability for those legal proceedings when it determines it is probable that a loss has been incurred and the amount of the loss can be reasonably estimated. The Company also discloses when it is reasonably possible that a material loss may be incurred, however, the amount cannot be reasonably estimated. From time to time, the Company may enter into discussions regarding settlement of these matters, and may enter into settlement agreements, if it believes settlement is in the best interest of the Company and its shareholders
The following is a summary of our current outstanding litigation. Note that references to GreenBox POS are for historical purposes. GreenBox POS changed its name to RYVYL Inc. on October 13, 2022.
| ● | On December 12, 2022, Jacqueline Dollar (a/k/a Jacqueline Reynolds), former Chief Marketing Officer of the Company, filed a complaint against the Company, Fredi Nisan, and Does 1-20 in San Diego Superior Court. Ms. Dollar is alleging she was undercompensated compared to her male counterparts and retaliated against after raising concerns to management resulting in sex discrimination in violation of the California Fair Employment and Housing Act (“FEHA”) and failure to prevent discrimination in violation of FEHA. Ms. Dollar is also claiming intentional infliction of emotional distress. Ms. Dollar is seeking an unspecified amount of damages related to, among other things, payment of past and future lost wages, stock issuances, bonuses and benefits, compensatory damages, and general, economic, non-economic, and special damages. As the Company cannot predict the outcome of the matter, the probability of an outcome cannot be determined. The Company intends to vigorously defend against all claims. The parties are currently in the discovery phase. |
| ● | As previously disclosed in the Company’s 10-Q for the period ending March 31, 2025, as filed on May 20, 2025, since December 2022, the Company has been cooperating with an ongoing investigation by the SEC regarding possible violations of the federal securities laws. Following discussions with the Staff of the SEC, the Company made certain disclosures addressing the concerns regarding the Company’s 2020 Registration Statement on Form S-1 filed on December 23, 2020 and subsequent reporting, which are contained in the Company’s Quarterly Report on Form 10-Q for the period ended March 31, 2025 under Part I, Note 15, Commitments and Contingencies, and Part I, Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations – Recent Developments, and under the Part II section titled “Legal Proceedings.”
We have been informed that the disclosures sufficiently addressed the Staff’s concerns. To resolve the potential charges arising from the SEC’s investigation, the Company has consented, without admitting or denying any wrongdoing, to entry of a judgment permanently restraining and enjoining the Company from violating certain provisions of the federal securities laws. The judgment will not require the Company to pay a monetary penalty and will resolve the SEC’s claims regarding these matters with respect to the Company. |
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| ● | On |
| ● | On June 22, 2023, a shareholder derivative complaint was filed in the United States District Court for the Southern District of California against certain of the Company’s current and/or former officers and directors (the “Hertel Defendants”), Christy Hertel, derivatively on behalf of RYVYL Inc., f/k/a GreenBox POS v. Ben Errez et al., Case No. 3:23-CV-01165-GPC-SBC. On August 4, 2023, a second shareholder derivative complaint was filed in the United States District Court for the Southern District of California against the Hertel Defendants, Marcus Gazaway, derivatively on behalf of RYVYL Inc., f/k/a GreenBox POS v. Ben Errez et al., Case No. 3:23-CV-01425-LAB-BLM. Both derivative complaints generally allege that the Hertel Defendants failed to implement adequate internal controls that would prevent false and misleading financial information from being published by the Company and that controlling shareholders participated in overpayment misconduct resulting in violations of Sections 10(b), 14(a) and 20 of the Exchange Act and breached their fiduciary duties and, purportedly on behalf of the Company. On April 2, 2024, the Court granted the parties’ joint motion for an order consolidating the Hertel and Gazaway cases under the caption In re RYVYL Inc. Derivative Litigation, Lead Case No. 3:23-CV-01165-GPC-SBC (S.D. Cal.). On May 6, 2024, the Court issued an order staying the action until after the final resolution of any motion to dismiss the securities class action detailed above. On May 1, 2024, a third nearly identical shareholder derivative complaint was filed in Clark County, Nevada by plaintiff Christina Brown, derivatively on behalf of RYVYL, Inc., v. Ben Errez et al., Case No. A-24-892382-C.
The Complaints seeks damages and contribution from the Hertel Defendants and a direction that the Company and the Hertel Defendants take actions to reform and improve corporate governance and internal procedures to comply with applicable laws. The Hertel Defendants deny all allegations of liability and intend to vigorously defend against all claims. On May 8, 2025, all parties reached an agreement in principle to fully resolve and settle all claims alleged in the lawsuits, and on September 30, 2025 they filed a Stipulation and Agreement of Settlement. The parties filed a Joint Motion for Preliminary Approval of Settlement on October 7, 2025, and it is scheduled for hearing on November 14, 2025. Unless and until the settlement is approved, and given the uncertainty of litigation and the legal standards that must be met for success on the merits, the Company cannot predict the outcome of the cases at this time. |
| ● | On October 1, 2023, the Company filed a demand for arbitration against Sky Financial with the American Arbitration Association in San Diego, California (the “Arbitration”). In the Arbitration, the Company seeks to recover for breach of contract and Sky Financial’s failure to perform its obligations On October 2, 2023, the Company filed a complaint against Sky Financial in San Diego Superior Court asserting the same claims asserted in the Arbitration, solely to toll any applicable statutes of limitations pending the Arbitration and, if necessary, provide jurisdiction for the court to compel arbitration. The action seeks damages, including interest and costs of suit incurred. The parties agreed to proceed in the Arbitration and to implement the steps needed to extend the current stay of the San Diego Superior Court action pending the Arbitration. Subsequently, the parties agreed to stay the Arbitration and attend mediation. A mediation was scheduled but then vacated by stipulation of the parties. The stay of the Arbitration has been lifted. After vigorously prosecuting its claims against Sky and Mr. Haller and vigorously defending against all claims asserted by Sky and Mr. Haller, on September 26, 2025, the parties entered into a confidential settlement agreement. On October 16, 2025, the Company filed with the San Diego Superior Court a Request for Dismissal, dismissing the case with prejudice. |
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| ● | On June 25, 2024, J. Drew Byelick, a former Chief Financial Officer of the Company, filed a complaint against the Company in the United States District Court for the Southern District of California, Case No. ‘24CV1096 JLS MSB. Mr. Byelick alleged breach of contract, fraudulent inducement of employment, along with intentional misrepresentation and concealment. The Company moved to dismiss the complaint for failure to state a claim and for other violations of the federal rules of civil procedure. The Court granted that motion on December 20, 2024, but permitted Mr. Byelick to file an amended complaint. Mr. Byelick filed his first amended complaint on January 19, 2025, asserting the same core claims. The Company moved to dismiss the first amended complaint for similar reasons as its motion to dismiss the original complaint. The Court granted that motion, in part, on April 18, 2025, ruling that Mr. Byelick was incapable of pleading certain claims (and dismissing those claims) but adequately pled others for purposes of a motion to dismiss only. Mr. Byelick subsequently filed a motion for partial summary judgment, which the Court denied in full as premature. The parties are currently engaged in responding to written discovery requests.
The Company denies all allegations of liability and intends to vigorously defend against all claims. However, given the preliminary stage of the lawsuit, the uncertainty of litigation, and the legal standards that must be met for success on the merits, the Company cannot predict the outcome at this time or estimate a reasonably possible loss or range of loss that may result from this action. |
| ● | On July 2, 2025, Plaintiff Kapcharge USA Inc. commenced a lawsuit against Defendants Ryvyl Inc., FFS Data Corporation, CML Management, LLC and Cynthia Lambert in San Diego Superior Court, Case No. 25CU035045C. This lawsuit stems from a dispute between Kapcharge on the one hand and FFS Data Corporation (“FFS”), and CML Management, LLC on the other hand, related to a payment processor agreement between Kapcharge and FFS. Kapcharge alleges causes of action for Conversion, Money Had and Received, Violation of Penal Code § 496, Restitution, Breach of Contract (against FFS, CML, and Lambert), and Unfair Competition in Violation of California Business and Professions Code § 17200 et seq. The Company denies all allegations of liability and intends to vigorously defend against all claims. However, given the preliminary stage of the lawsuit, the uncertainty of litigation, and the legal standards that must be met for success on the merits, the Company cannot predict the outcome at this time or estimate a reasonably possible loss or range of loss that may result from this action. |
| ● | On July 15, 2025, Plaintiff Rachael Mora filed a complaint against the Company, Fredi Nisan, and Does 1-20 in San Diego Superior Court. Ms. Mora is alleging sex discrimination and sexual favoritism in violation of the California Fair Employment and Housing Act (“FEHA”), and failure to prevent discrimination in violation of FEHA. Ms. Mora is also claiming retaliation and negligent supervision/negligent retention. Ms. Mora is seeking an unspecified amount of damages related to, among other things, payment of past and future lost wages, stock issuances, bonuses and benefits, compensatory damages, and general, economic, non-economic, and special damages. As the Company cannot predict the outcome of the matter, the probability of an outcome cannot be determined. The Company intends to vigorously defend against all claims. |
16. Segment Reporting
Prior to June 1, 2025, the Company operated under
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17. Subsequent Events
Securities Purchase Agreement
As previously disclosed in the Current Report
on Form 8-K filed by the Company with the SEC on October 7, 2025, on October 6, 2025, the Company entered into a Securities Purchase
Agreement (the “Purchase Agreement”) with RTB, pursuant to which the Company sold an aggregate of
Compliance with Nasdaq’s Stockholders’ Equity Rule
As disclosed in our Current Report on Form 8-K
filed with the SEC on April 11, 2025, we received a written notification from the Nasdaq Listing Qualifications Staff (the “Staff”)
on April 8, 2025 notifying us that we were not in compliance with the minimum stockholders’ equity requirement of $
Departure of Fredi Nisan as Chief Executive Officer and Director and Appointment of George Oliva as Interim Chief Executive Officer
As previously disclosed in the Current Report on Form 8-K filed by the Company with the SEC on October 1, 2025, the Company’s Chief Executive Officer, Fredi Nisan, informed the Company on September 25, 2025 of his retirement from his position, effective October 31, 2025, at which time George Oliva, the Company’s Chief Financial Officer, became the Company’s interim Chief Executive Officer. Also as previously disclosed in the Current Report on Form 8-K filed with the SEC on October 31, 2025, Mr. Nisan informed the Company on October 28, 2025 of his resignation as a director of the Company, effective October 30, 2025. Mr. Nisan’s departure from his positions was not the result of any disagreement with the Company related to its operations, policies or practices.
Executive Services Agreement with RTB
On November 10, 2025, the Company and RTB entered into an Executive Services Agreement (“Agreement”) pursuant to which the Company will provide RTB with executive oversight and project management relating to RTB’s accounting operations, including supervising, managing, and liaising with external auditors for annual audits and interim reviews. In consideration for the services to be provided, RTB will pay the Company specified hourly fees, as per the terms of the Agreement. The term of the Agreement is six (6) months and may be cancelled at any time by the parties’ mutual consent.
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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
Certain information included in this Quarterly Report on Form 10-Q (this “Report”) and other materials we have filed or may filed, as well as information included in our oral or written statements, contain “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended (“the Exchange Act”). These statements are often identified by the use of words such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “project,” “will,” “would” or the negative or plural of these words, or similar expressions or variations. Such forward-looking statements are subject to a number of risks, uncertainties, assumptions, and other factors that could cause actual results and the timing of certain events to differ materially from future results expressed or implied by the forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those identified herein and in our other filings with the U.S. Securities and Exchange Commission (the “SEC”). You should not rely upon forward-looking statements as predictions of future events.
You should not place undue reliance on forward-looking statements. The cautionary statements set forth in this Report identify important matters or factors which you should consider in evaluating our forward-looking statements. These matters or factors include, among other things:
| ● | our ability to effectively execute our business plan; | |
| ● | our ability to manage our expansion, growth and operating expenses domestically; | |
| ● | our ability to comply with new regulations and compliance requirements that affect our business; | |
| ● | our ability to evaluate and measure our business, prospects and performance metrics; | |
| ● | our ability to compete and succeed in an evolving industry; | |
| ● | our ability to respond and adapt to rapid changes in technology; | |
| ● | risks in connection with completed or potential acquisitions, post-acquisition integrations, dispositions and other strategic growth opportunities and initiatives, including, without limitation, the proposed merger transaction with RTB Digital, Inc.; | |
| ● | our need for, and ability to raise, additional capital; | |
| ● | our ability to maintain the listing of our common stock on the Nasdaq Capital Market or any other national securities exchange; | |
| ● | our ability to maintain operations in the event our financial condition is negatively impacted as the result of litigation or actions of any governmental agencies against us or against any of our officers or directors; and | |
| ● | our dependence on our proprietary technology, which we may not be able to protect. |
The foregoing list of important factors does not include all such factors, nor necessarily present them in order of importance. In addition, you should consult other disclosures made by us (such as in our other filings with the SEC or in our press releases) for other factors that may cause actual results to differ materially from those projected by us. For additional information regarding risk factors that could affect our results, see “Risk Factors” beginning on page 18 of our 2024 Annual Report and “Risk Factors” on page 42 of this Report.
We intend the forward-looking statements to speak only as of the time of such statements and do not undertake or plan to update or revise such forward-looking statements as more information becomes available or to reflect changes in expectations, assumptions or results. We can give no assurance that such expectations or forward-looking statements will prove to be correct. An occurrence of, or any material adverse change in, one or more of the risk factors or risks and uncertainties referred to in this Report, could materially and adversely affect our results of operations, financial condition, liquidity, and future performance.
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In this Report, unless the context otherwise requires, all references to “the Company,” “we,” “our” and “us” refer collectively to RYVYL Inc., a Nevada corporation, and its subsidiaries.
Our Management’s Discussion and Analysis and Results of Operations contains not only statements that are historical facts, but also statements that are forward-looking. Forward-looking statements are, by their very nature, uncertain and risky. These risks and uncertainties include international, national and local general economic and market conditions; demographic changes; our ability to successfully make and integrate acquisitions; our ability to consummate the proposed merger transaction with RTB Digital, Inc., raw material costs and availability; new product development and introduction; existing government regulations and changes in, or the failure to comply with, government regulations, including without limitation, our ability to maintain the listing of our common stock on the Nasdaq Capital Market; adverse publicity; competition; the loss of significant customers or suppliers; fluctuations and difficulty in forecasting operating results; changes in business strategy or development plans; business disruptions; the ability to attract and retain qualified personnel; the ability to protect technology; our ability to continue operating as a going concern; and other risks that might be detailed from time to time in our filings with the SEC.
Although the forward-looking statements in this Report reflect the good faith judgment of our management, such statements can only be based on facts and factors currently known by them. Consequently, and because forward-looking statements are inherently subject to risks and uncertainties, the actual results and outcomes may differ materially from the results and outcomes discussed in the forward-looking statements. You are urged to carefully review and consider the various disclosures made by us in this Report and in our other reports as we attempt to advise interested parties of the risks and factors that may affect our business, financial condition, results of operations and prospects.
Going Concern
Substantial doubt exists as to our ability to continue as a going concern based on the fact that we do not have adequate working capital to finance our day-to-day operations. As described in the Notes to the Financial Statements included in our 2024 Form 10-K and in this Report, respectively, for the years ended December 31, 2024 and 2023, and the three and nine month periods ended September 30, 2025 and 2024, there is a substantial doubt about our ability to continue as a going concern. For the year ended December 31, 2024, we had a net loss of $26.8 million, and as of December 31, 2024, we had an accumulated deficit of $179.4 million. For the three months ended September 30, 2025, we had net loss of $2.0 million, and as of September 30, 2025, we had an accumulated deficit of $192.5 million.
In February 2024, the Company stopped processing credit card payments on its QuickCard platform because our processing partner’s bank informed them that they no longer wished to process payments for cannabis merchants. QuickCard was our first-generation product and was designed to address the needs of previously all-cash businesses. Although not limited to the cannabis industry, prior to discontinuing QuickCard, cannabis merchants made up a substantial majority of the platform’s processing volume. The decline in revenues resulting from the discontinuation of QuickCard has adversely impacted the Company’s liquidity. Also, until recently, the Company had relied on the repatriation of profits from its European subsidiaries to cover some of its critical operating expenses, which it is no longer able to do following the sale of its wholly owned subsidiary, Ryvyl EU, effective June 1, 2025. As a result, management has determined that its cash balance as of September 30, 2025, will not be sufficient to fund the Company’s operations and capital needs for the next 12 months from the date of this Report. These conditions raise substantial doubt about our ability to continue as a going concern. See “Risk Factors - Our financial situation creates doubt whether we will continue as a going concern”. The unaudited condensed consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.
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Recent Developments
Compliance with Nasdaq’s Stockholders’ Equity Rule
As disclosed in our Current Report on Form 8-K filed with the SEC on April 11, 2025, we received a written notification from the Nasdaq Listing Qualifications Staff (the “Staff”) on April 8, 2025 notifying us that we were not in compliance with the minimum stockholders’ equity requirement of $2.5 million for continued listing on the Nasdaq Capital Market under Nasdaq Listing Rule 5550(b)(1)(the “Stockholders’ Equity Rule”). On May 21, 2025, the Company submitted a compliance plan to Nasdaq to regain compliance with Stockholders’ Equity Rule (the “Compliance Plan”), and on May 23, 2025, the Company received a letter from Nasdaq (the “Nasdaq Extension Letter”) stating that, based on the information presented in the Compliance Plan, Nasdaq determined to grant the Company an extension to regain compliance with such rule. Pursuant to the terms of the Nasdaq Extension Letter, the Company was required to raise financing and provide sufficient evidence to Nasdaq, on or before October 6, 2025, that the Company believes it is in compliance with Rule 5550(b)(1). On October 10, 2025, the Company received a written notification from the Staff that, based on the Company’s Current Report on Form 8-K filed with the SEC on October 7, 2025, the Staff determined that the Company regained compliance with the Stockholders’ Equity Rule.
Departure of Fredi Nisan as Chief Executive Officer and Director and Appointment of George Oliva as Interim Chief Executive Officer
As previously disclosed in the Current Report on Form 8-K filed by the Company with the SEC on October 1, 2025, the Company’s Chief Executive Officer, Fredi Nisan, informed the Company on September 25, 2025 of his retirement from his position, effective October 31, 2025, at which time George Oliva, the Company’s Chief Financial Officer, became the Company’s interim Chief Executive Officer. Also as previously disclosed in the Current Report on Form 8-K filed with the SEC on October 31, 2025, Mr. Nisan informed the Company on October 28, 2025 of his resignation as a director of the Company, effective October 30, 2025. Mr. Nisan’s departure from his positions was not the result of any disagreement with the Company related to its operations, policies or practices.
Executive Services Agreement with RTB
On November 10, 2025, the Company and RTB entered into an Executive Services Agreement (“Agreement”) pursuant to which the Company will provide RTB with executive oversight and project management relating to RTB’s accounting operations, including supervising, managing, and liaising with external auditors for annual audits and interim reviews. In consideration for the services to be provided, RTB will pay the Company specified hourly fees, as per the terms of the Agreement. The term of the Agreement is six (6) months and may be cancelled at any time by the parties’ mutual consent.
36
RESULTS OF OPERATIONS
Three Months Ended September 30, 2025 (Unaudited) Compared to Three Months September 30, 2024 (Unaudited):
(In thousands, except for percentages)
| Three Months Ended September 30, | ||||||||||||||||||||||||
| 2025 | 2024 | Change | ||||||||||||||||||||||
| % of | % of | |||||||||||||||||||||||
| Amount | Revenue | Amount | Revenue | Amount | % | |||||||||||||||||||
| Revenue | $ | 2,786 | 100.0 | % | $ | 2,832 | 100.0 | % | $ | (45 | ) | (1.6 | )% | |||||||||||
| Cost of revenue | 1,393 | 50.0 | % | 1,765 | 62.3 | % | (372 | ) | (21.1 | )% | ||||||||||||||
| Gross profit | 1,393 | 50.0 | % | 1,067 | 37.7 | % | 326 | 30.6 | % | |||||||||||||||
| Operating expenses: | ||||||||||||||||||||||||
| Advertising and marketing | 17 | 0.6 | % | 29 | 1.0 | % | (12 | ) | (41.4 | )% | ||||||||||||||
| Research and development | (216 | ) | (7.8 | )% | 815 | 28.8 | % | (1,032 | ) | (126.6 | )% | |||||||||||||
| General and administrative | 924 | 33.2 | % | (102 | ) | (3.6 | )% | 1,026 | (1,005.9 | )% | ||||||||||||||
| Payroll and payroll taxes | 1,240 | 44.5 | % | 2,292 | 80.9 | % | (1,052 | ) | (45.9 | )% | ||||||||||||||
| Professional fees | 511 | 18.3 | % | 1,056 | 37.3 | % | (545 | ) | (51.6 | )% | ||||||||||||||
| Stock compensation expense | 133 | 4.8 | % | 136 | 4.8 | % | (3 | ) | (2.2 | )% | ||||||||||||||
| Depreciation and amortization | (12 | (0.4 | )% | 505 | 17.8 | % | (517 | ) | (102.4 | )% | ||||||||||||||
| Impairment of intangible assets | (330 | ) | (11.8 | )% | - | - | (330 | ) | NM | (1) | ||||||||||||||
| Restructuring charges | 937 | 33.6 | % | - | - | 936 | NM | (1) | ||||||||||||||||
| Total operating expenses | 3,204 | 115.0 | % | 4,731 | 167.1 | % | (1,527 | ) | (32.3 | )% | ||||||||||||||
| Loss from operations | (1,811 | ) | (65.0 | )% | (3,664 | ) | (129.4 | )% | 1,853 | (50.6 | )% | |||||||||||||
| Other income (expense): | ||||||||||||||||||||||||
| Interest expense | (32 | ) | (1.1 | )% | (345 | ) | (12.2 | )% | 313 | (90.7 | )% | |||||||||||||
| Accretion of debt discount | - | - | (273 | ) | (9.6 | )% | 273 | (100.0 | )% | |||||||||||||||
| Legal settlements expense | (155 | ) | (5.6 | )% | (1,598 | ) | (56.4 | )% | 1,443 | (90.3 | )% | |||||||||||||
| Other (expense) income | 45 | 1.6 | % | 48 | 1.7 | % | (3 | ) | (6.3 | )% | ||||||||||||||
| Total other (expense), net | (142 | ) | (5.1 | )% | (2,168 | ) | (76.6 | )% | 2,026 | (93.5 | )% | |||||||||||||
| Loss from continuing operations before income taxes | (1,953 | ) | (70.1 | )% | (5,832 | ) | (205.9 | )% | 3,879 | (66.5 | )% | |||||||||||||
| Provision for income taxes | - | 450 | 15.9 | % | (450 | ) | (100.0 | )% | ||||||||||||||||
| Net loss from continuing operations | (1,953 | ) | (70.1 | )% | (6,282 | ) | (221.8 | )% | 4,329 | (68.9 | )% | |||||||||||||
| (Loss) income from discontinued operations, net of tax | - | - | 1,108 | 39.1 | % | (1,108 | ) | (100.0 | )% | |||||||||||||||
| Net loss | $ | (1,953 | ) | (70.1 | )% | $ | (5,174 | ) | (182.7 | )% | $ | 3,221 | (62.3 | )% | ||||||||||
| (1) | Not Meaningful (“NM”) |
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Revenue
Consolidated revenue decreased $0.05 million, or 1.6%, to $2.78 million for the three months ended September 30, 2025, from $2.83 million for the three months ended September 30, 2024. The relatively flat performance in consolidated revenue was primarily driven by changes in transaction volume product mix. Total transaction volume increased from $188.2 million in the quarter ended September 30, 2024, to $285.4 million in the quarter ended September 30, 2025, and was substantially driven by a 51.7% increase, or $97.3 million, in banking transaction volume, which carries a much lower residual rate relative to acquiring transactions.
Cost of Revenue
Consolidated cost of revenue decreased $0.4 million, or 21.1%, to $1.4 million for the three months ended September 30, 2025, from $1.8 million for the three months ended September 30, 2024. Cost of revenue primarily consists of various fees charged by payment processors, fees paid to ISOs, and fees paid to banks for banking transactions. The relatively larger decrease in consolidated cost of revenue compared to consolidated revenue was primarily driven by a decrease in chargebacks activity for acquiring transactions in the quarter ended September 30, 2025, as well as the year-over-year changes in transaction volume product mix, as described above.
Operating Expenses
Operating expenses decreased $1.5 million, or 32.3%, to $3.2 million for the three months ended September 30, 2025, from $4.7 million for the three months ended September 30, 2024. The decrease was primarily driven by decreases in research and development of $1.0 million, payroll and payroll taxes of $1.1 million, professional fees of $0.6 million, depreciation and amortization of $0.5 million. These decreases were primarily partially offset by increases in general and administrative expenses of $1.0 million and restructuring charges of $0.9 million.
Other Expense, Net
Other expense, net, decreased by $2.0 million, or 93.4%, to $0.1 million for the three months ended September 30, 2025, from $2.2 million for the three months ended September 30, 2024. The decrease was primarily driven by decreases in legal settlements expense of $1.4 million, interest expense of $0.3 million, and accretion of debt discount of $0.3 million.
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Nine Months Ended September 30, 2025 (Unaudited) Compared to Nine Months September 30, 2024 (Unaudited):
(In thousands, except for percentages)
| Nine Months Ended September 30, | ||||||||||||||||||||||||
| 2025 | 2024 | Change | ||||||||||||||||||||||
| % of | % of | |||||||||||||||||||||||
| Amount | Revenue | Amount | Revenue | Amount | % | |||||||||||||||||||
| Revenue | $ | 8,338 | 100.0 | % | $ | 15,478 | 100.0 | % | $ | (7,140 | ) | (46.1 | )% | |||||||||||
| Cost of revenue | 4,357 | 52.3 | % | 9,132 | 59.0 | % | (4,775 | ) | (52.3 | )% | ||||||||||||||
| Gross profit | 3,981 | 47.7 | % | 6,346 | 41.0 | % | (2,365 | ) | (37.3 | )% | ||||||||||||||
| Operating expenses: | ||||||||||||||||||||||||
| Advertising and marketing | 22 | 0.3 | % | 62 | 0.4 | % | (40 | ) | (64.5 | )% | ||||||||||||||
| Research and development | 362 | 4.3 | % | 3,027 | 19.6 | % | (2,665 | ) | (88.0 | )% | ||||||||||||||
| General and administrative | 3,412 | 40.9 | % | 2,640 | 17.1 | % | 772 | 29.2 | % | |||||||||||||||
| Payroll and payroll taxes | 4,359 | 52.3 | % | 7,365 | 47.6 | % | (3,006 | ) | (40.8 | )% | ||||||||||||||
| Professional fees | 2,196 | 26.3 | % | 3,351 | 21.7 | % | (1,155 | ) | (34.5 | )% | ||||||||||||||
| Stock compensation expense | 629 | 7.5 | % | 542 | 3.5 | % | 87 | 16.1 | % | |||||||||||||||
| Depreciation and amortization | 229 | 2.7 | % | 1,504 | 9.7 | % | (1,275 | ) | (84.8 | )% | ||||||||||||||
| Impairment of goodwill | - | - | 6,675 | 43.1 | % | (6,675 | ) | (100.0 | )% | |||||||||||||||
| Impairment of intangible assets | 758 | 9.1 | % | - | - | 758 | NM | (1) | ||||||||||||||||
| Restructuring charges | 1,510 | 18.1 | % | 1,636 | 10.6 | % | (126 | ) | (7.7 | )% | ||||||||||||||
| Total operating expenses | 13,477 | 161.6 | % | 26,802 | 173.2 | % | (13,325 | ) | (49.7 | )% | ||||||||||||||
| Loss from operations | (9,496 | ) | (113.9 | )% | (20,456 | ) | (132.2 | )% | 10,960 | (53.6 | )% | |||||||||||||
| Other income (expense): | ||||||||||||||||||||||||
| Interest expense | (1,785 | ) | (21.4 | )% | (497 | ) | (3.2 | )% | (1,288 | ) | 259.2 | % | ||||||||||||
| Accretion of debt discount | (150 | ) | (1.8 | )% | (1,978 | ) | (12.8 | )% | 1,828 | (92.4 | )% | |||||||||||||
| Changes in fair value of derivative liability | - | - | 14 | 0.1 | % | (14 | ) | (100.0 | )% | |||||||||||||||
| Derecognition expense on conversion of convertible debt | 176 | 2.1 | % | (69 | ) | (0.4 | )% | 245 | (355.1 | )% | ||||||||||||||
| Legal settlements expense | (155 | ) | (1.9 | )% | (1,598 | ) | (10.3 | )% | 1,443 | (90.3 | )% | |||||||||||||
| Other income | 71 | 0.9 | % | 147 | 0.9 | % | (76 | ) | (51.7 | )% | ||||||||||||||
| Total other (expense), net | (1,843 | ) | (22.1 | )% | (3,981 | ) | (25.7 | )% | 2,138 | (53.7 | )% | |||||||||||||
| Loss from continuing operations before income taxes | (11,339 | ) | (136.0 | )% | (24,437 | ) | (157.9 | )% | 13,098 | (53.6 | )% | |||||||||||||
| Provision for income taxes | 305 | 3.7 | % | 616 | 4.0 | % | (311 | ) | (50.5 | )% | ||||||||||||||
| Net loss from continuing operations | (11,644 | ) | (139.6 | )% | (25,053 | ) | (161.9 | )% | 13,409 | (53.5 | )% | |||||||||||||
| (Loss) income from discontinued operations, net of tax | (1,472 | ) | (17.7 | )% | 5,079 | 32.8 | % | (6,551 | ) | (129.0 | )% | |||||||||||||
| Net loss | $ | (13,116 | ) | (157.3 | )% | $ | (19,974 | ) | (129.0 | )% | $ | 6,858 | (34.3 | )% | ||||||||||
| (1) | Not Meaningful (“NM”) |
39
Revenue
Consolidated revenue decreased $7.1 million, or 46.1%, to $8.3 million for the nine months ended September 30, 2025, from $15.5 million for the nine months ended September 30, 2024. The consolidated decrease in revenue was primarily driven by the previously disclosed loss of revenue associated with the Company’s QuickCard product transition during the first quarter of 2024. Total transaction volume increased from $592.7 million in the nine months ended September 30, 2024, to $719.9 million in the nine months ended September 30, 2025. The increase in transaction volume was driven by an increase of 113.6%, or $220.9 million, in banking transaction volume that was partially offset by a decrease of 23.4%, or $93.0 million, in acquiring transaction volume attributable to the adverse impact associated with the QuickCard product transition noted above.
Cost of Revenue
Consolidated cost of revenue decreased $4.8 million, or 52.3%, to $4.0 million for the nine months ended September 30, 2025, from $6.4 million for the nine months ended September 30, 2024. Cost of revenue primarily consists of various fees charged by payment processors, fees paid to ISOs, and fees paid to banks for banking transactions. The decrease in consolidated cost of revenue is consistent with the decline in revenue primarily associated with the QuickCard product transition, as discussed above.
Operating Expenses
Operating expenses decreased $13.3 million, or 49.7%, to $13.5 million for the nine months ended September 30, 2025, from $26.8 million for the nine months ended September 30, 2024. The decrease was primarily driven by decreases in research and development of $2.7 million, payroll and payroll taxes of $3.0 million, professional fees of $1.2 million, depreciation and amortization of $1.3 million, and impairment of goodwill of $6.7 million. These decreases were partially offset by increases in general and administrative expenses of $0.8 million and intangible assets impairment charges of $0.8 million.
Other Expense
Other expense, net, decreased $2.1 million, or 53.7%, to $1.8 million for the nine months ended September 30, 2025, from $4.0 million for the nine months ended September 30, 2024. The decrease was primarily driven by decreases in accretion of debt discount of $1.8 million and legal settlements expense of $1.4 million, which were partially offset by an increase in interest expense of $1.3 million.
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Liquidity and Capital Resources
The Company’s consolidated working capital at September 30, 2025 was ($4.2) million, which included cash of $1.2 million and restricted cash of $16.6 million. Historically, the Company has financed its operations with proceeds from cash from operations, the sales of equity securities, and proceeds from its $100 million Note issued in November 2021. Our material liquidity needs principally relate to working capital requirements.
As further described in the subsection titled “section, Going Concern” above, since the first quarter of 2024, the Company’s liquidity has been adversely impacted by the decline in revenues related to the discontinuation of its QuickCard product. As also noted therein, until recently, the Company had relied on the repatriation of profits from its European subsidiaries to cover some of its critical operating expenses in North America, which it is no longer able to do following the sale of its wholly owned subsidiary, Ryvyl EU, effective June 1, 2025. As a result, management has determined that its cash balance as of September 30, 2025, will not be sufficient to fund its operations and capital needs for the next 12 months from the date of this Report. The Company’s ability to successfully address this liquidity shortfall is contingent upon the successful execution of management’s intended plan over the next twelve months, which includes, but is not limited to, the following:
| ● | raising additional capital through a variety of means, including private and public equity offerings and debt financings. The Company recently executed multiple successful capital raises in July 2025 and October 2025 (see Note 17, Subsequent Events) and continues to be actively engaged in discussions with multiple parties for additional funding opportunities; | |
| ● | exploring strategic initiatives, including M&A opportunities; on September 28, 2025, the Company, Ryvyl Merger Sub Inc. (a Delaware corporation and wholly owned direct subsidiary of the Company (“Merger Sub”), and RTB Digital, Inc., a Delaware corporation (“RTB”), entered into an Agreement and Plan of Merger pursuant to which Merger Sub will merge with and into RTB (the “Merger”), with RTB surviving the Merger as a wholly-owned subsidiary of the Company (See Note 15, Commitments and Contingencies, for additional details); | |
| ● | continued execution of its accelerated business development efforts to drive volumes in diversified business verticals with the Company’s other products; and | |
| ● | continued implementation of cost control measures to more effectively manage spending and further right-sizing the organization, where appropriate. |
Management has assessed that its intended plan described above, if successfully implemented, is appropriate and sufficient to address its liquidity shortfall and to provide funds to cover operations for the next 12 months from the date of the issuance of this Report. However, there can be no assurance that we will be successful in implementing our plan, that our projections of our future capital needs will prove accurate, or that any additional funding will be available on a timely manner, on favorable terms, or be sufficient to continue our operations.
Cash Flow Activities
The following table summarizes cash flow activities for the periods presented (in thousands):
| Nine Months Ended September 30, | ||||||||
| 2025 | 2024 | |||||||
| Cash (used in) provided by operating activities | $ | (6,200 | ) | $ | 19,119 | |||
| Cash used in investing activities | (76,351 | ) | (1,226 | ) | ||||
| Cash provided by (used in) financing activities | 7,353 | (207 | ) | |||||
| Effects of exchange rates on cash and restricted cash | 904 | 479 | ) | |||||
| Net (decrease) increase in cash and restricted cash | $ | (74,294 | ) | $ | 18,165 | |||
Operating Activities – Net cash used in operating activities for the nine months ended September 30, 2025, while cash provided by operating activities for the nine months ended September 30, 2024, was $19.1 million. The net cash used and provided by operating activities was primarily driven by the timing of settlement of assets and liabilities.
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Investing Activities – Net cash used in investing activities for the nine months ended September 30, 2025 and 2024 was $76.4 million and $1.2 million, respectively. The net cash used in investing activities for the nine months ended September 30, 2025, primarily relates to cash transferred to the purchaser in connection with the sale of Ryvyl EU. Net cash used in investing activities for the nine months ended September 30, 2024, primarily related to capitalized software development costs.
Financing Activities – Net cash provided by financing activities during the nine months ended September 30, 2025 was $7.4 million and was primarily driven by proceeds from a short-term note payable obtained by the Company in connection with the January 2025 SPA, partially offset by the partial repayment of the Note. Net cash used in financing activities during the nine months ended September 30, 2024, was negligible.
Critical Accounting Estimates
We prepare our consolidated financial statements in accordance with accounting principles generally accepted in the U.S. (“GAAP”). GAAP requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. We base our estimates on historical experience, anticipated future trends, and other assumptions we believe to be reasonable under the circumstances. Because these estimates require significant judgment, our actual results may differ materially from our estimates.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information otherwise required under this Item.
ITEM 4. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
Regulations under the Exchange Act require public companies to maintain “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act. Disclosure controls and procedures include, without limitation, controls and other procedures that are designed to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act is accumulated and timely communicated to management, including our Chief Executive Officer (our principal executive officer) and Chief Financial Officer (our principal financial officer), to allow timely decisions regarding required disclosure. Our management, with the participation of our Chief Executive Officer and our Chief Financial Officer, conducted an evaluation of the effectiveness of our disclosure controls and procedures as of the end of the period covered by this Report. Based on their evaluation as of September 30, 2025, our Chief Executive Officer and our Chief Financial Officer concluded that our disclosure controls and procedures were effective at a reasonable assurance level as of such date.
Changes in Internal Control Over Financial Reporting
There were no changes in our internal control over financial reporting identified in connection with the evaluation required by Rules 13a-15(e) and 15d-15(e) of the Exchange Act that occurred during the period covered by this Report that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
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PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
From time-to-time, the Company is involved in legal proceedings. The following is a summary of our current outstanding litigation. Note that references to GreenBox POS are for historical purposes. GreenBox POS changed its name to RYVYL Inc. on October 13, 2022.
| ● | On December 12, 2022, Jacqueline Dollar (aka Jacqueline Reynolds), former Chief Marketing Officer of the Company, filed a complaint against the Company, Fredi Nisan, and Does 1-20 in San Diego Superior Court. Ms. Dollar is alleging she was undercompensated compared to her male counterparts and retaliated against after raising concerns to management resulting in sex discrimination in violation of the California Fair Employment and Housing Act (“FEHA”) and failure to prevent discrimination in violation of FEHA. Ms. Dollar is also claiming intentional infliction of emotional distress. Ms. Dollar is seeking an unspecified amount of damages related to, among other things, payment of past and future lost wages, stock issuances, bonuses and benefits, compensatory damages, and general, economic, non-economic, and special damages. As the Company cannot predict the outcome of the matter, the probability of an outcome cannot be determined. The Company intends to vigorously defend against all claims. The parties are currently in the discovery phase. |
| ● | As previously disclosed in the Company’s 10-Q for the
period ending March 31, 2025, as filed on May 20, 2025, since December 2022, the Company has been cooperating with an ongoing investigation
by the SEC regarding possible violations of the federal securities laws. Following discussions with the Staff of the SEC, the Company
made certain disclosures addressing the concerns regarding the Company’s 2020 S-1 filed on December 23, 2020 and subsequent
reporting, which are contained in the Company’s 10-Q for the period ending March 31, 2025 under Note 15, Commitments and
Contingencies, Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations – Recent
Developments, and under section Legal Proceedings. We have been informed that the disclosures sufficiently addressed the Staff’s concerns. To resolve the potential charges arising from the SEC’s investigation, the Company has consented, without admitting or denying any wrongdoing, to entry of a judgment permanently restraining and enjoining the Company from violating certain provisions of the federal securities laws. The judgment will not require the Company to pay a monetary penalty and will resolve the SEC’s claims regarding these matters with respect to the Company. |
| ● | On February 1, 2023, a putative class action lawsuit titled Cullen v. RYVYL Inc. fka GreenBox POS, et al., Case No. 3:23-cv-00185-GPC-AGS, was filed in the United States District Court for the Southern District of California against several defendants, including the Company and certain of our current and former directors and officers (the “Cullen Defendants”). The complaint was filed on behalf of persons who purchased or otherwise acquired the Company’s publicly traded securities between January 29, 2021 and January 20, 2023. The complaint alleged that the Cullen Defendants violated Sections 11, 12(a)(2), and 15 of the Securities Act and Sections 10(b) and 20(a) of the Exchange Act by making false and/or misleading statements regarding the Company’s financial controls, performance and prospects. On June 30, 2023, the plaintiff filed an amended complaint. On March 1, 2024, the Court issued an order granting in part and denying in part defendants’ motions to dismiss, which included dismissing all Securities Act claims and narrowing the potential class period. The plaintiff filed a second amended complaint on April 30, 2024, which alleges claims against the Cullen Defendants under Exchange Act Sections 10(b) and 20(a) only and a class period of May 13, 2021 through January 20, 2023. The Company filed its motion to dismiss the second amended complaint on July 1, 2024. On October 21, 2024, the Court issued an order granting in part and denying in part defendants’ motions to dismiss. The scope of the remaining claims is consistent with the Court’s last motion to dismiss decision dated March 1, 2024. On November 12, 2024, Plaintiff filed a Third Amended Complaint, which asserts the same legal causes of action and proposed class period as the previous complaint. On February 28, 2025, the Parties executed a Memorandum of Understanding (“MOU”) that reflects their agreement in principle to settle the claims asserted in this class action. On July 9, 2025, the Parties executed the Stipulation and Agreement of Settlement (“Stipulation of Settlement”). On July 15, 2025, Plaintiff filed its Unopposed Motion for Preliminary Approval of Class Action Settlement, which is scheduled for hearing on August 15, 2025. The Stipulation of Settlement provides for the full resolution and release of all claims against the Cullen Defendants in exchange for $300,000 in cash (“Cash Settlement Amount”), 700,000 freely tradable shares of the Company’s common stock (“Settlement Shares”), and a put option that, together with the Cash Settlement Amount and Settlement Shares, requires that the combined value of the settlement consideration shall be no less than $1,000,000. On August 20, 2025, the Court issued an Order Provisionally Approving Certification of the Proposed Settlement Class and Granting Preliminary Approval of the Class Action Settlement. The Motion for Final Approval of the Settlement is scheduled for hearing on December 19, 2025. There is no assurance, however, that the settlement will be completed and/or that the Court will approve it. The Cullen Defendants continue to deny any and all liability and allegations set forth in the pending Third Amended Complaint. |
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| ● | On
September 22, 2023, a shareholder derivative complaint was filed in the United States District Court for the Southern District of
California against certain of the Company’s current and/or former officers and directors (the “Hertel Defendants”),
Christy Hertel, derivatively on behalf of RYVYL Inc., f/k/a GreenBox POS v. Ben Errez et al., Case No. 3:23-CV-01165-GPC-SBC. On
August 4, 2023, a second shareholder derivative complaint was filed in the United States District Court for the Southern District
of California against the Hertel Defendants, Marcus Gazaway, derivatively on behalf of RYVYL Inc., f/k/a GreenBox POS v. Ben Errez
et al., Case No. 3:23-CV-01425-LAB-BLM. Both derivative complaints generally allege that the Hertel Defendants failed to implement
adequate internal controls that would prevent false and misleading financial information from being published by the Company and
that controlling shareholders participated in overpayment misconduct resulting in violations of Sections 10(b), 14(a) and 20 of the
Exchange Act and breached their fiduciary duties and, purportedly on behalf of the Company. On April 2, 2024, the Court granted the
parties’ joint motion for an order consolidating the Hertel and Gazaway cases under the caption In re RYVYL Inc. Derivative
Litigation, Lead Case No. 3:23-CV-01165-GPC-SBC (S.D. Cal.). On May 6, 2024, the Court issued an order staying the action until after
the final resolution of any motion to dismiss the securities class action detailed above. On May 1, 2024, a third nearly identical
shareholder derivative complaint was filed in Clark County, Nevada by plaintiff Christina Brown, derivatively on behalf of RYVYL,
Inc., v. Ben Errez et al., Case No. A-24-892382-C. The Complaints seeks damages and contribution from the Hertel Defendants and a direction that the Company and the Hertel Defendants take actions to reform and improve corporate governance and internal procedures to comply with applicable laws. The Hertel Defendants deny all allegations of liability and intend to vigorously defend against all claims. On May 8, 2025, all parties reached an agreement in principle to fully resolve and settle all claims alleged in the lawsuits, and on September 30, 2025 they filed a Stipulation and Agreement of Settlement. The parties filed a Joint Motion for Preliminary Approval of Settlement on October 7, 2025, and it is scheduled for hearing on November 14, 2025. Unless and until the settlement is approved, and given the uncertainty of litigation and the legal standards that must be met for success on the merits, the Company cannot predict the outcome of the cases at this time. |
| ● | On October 1, 2023, the Company filed a demand for arbitration against Sky Financial with the American Arbitration Association in San Diego, California (the “Arbitration”). In the Arbitration, the Company seeks to recover for breach of contract and Sky Financial’s failure to perform its obligations On October 2, 2023, the Company filed a complaint against Sky Financial in San Diego Superior Court asserting the same claims asserted in the Arbitration, solely to toll any applicable statutes of limitations pending the Arbitration and, if necessary, provide jurisdiction for the court to compel arbitration. The action seeks damages, including interest and costs of suit incurred. The parties agreed to proceed in the Arbitration and to implement the steps needed to extend the current stay of the San Diego Superior Court action pending the Arbitration. Subsequently, the parties agreed to stay the Arbitration and attend mediation. A mediation was scheduled but then vacated by stipulation of the parties. The stay of the Arbitration has been lifted. After vigorously prosecuting its claims against Sky and Mr. Haller and vigorously defending against all claims asserted by Sky and Mr. Haller, on September 26, 2025, the parties entered into a confidential settlement agreement. On October 16, 2025, the Company filed with the San Diego Superior Court a Request for Dismissal, dismissing the case with prejudice. |
| ● | On June 25, 2024, J. Drew Byelick, a former Chief Financial Officer of the Company, filed a complaint against the Company in the United States District Court for the Southern District of California, Case No. ‘24CV1096 JLS MSB. Mr. Byelick alleged breach of contract, fraudulent inducement of employment, along with intentional misrepresentation and concealment. The Company moved to dismiss the complaint for failure to state a claim and for other violations of the federal rules of civil procedure. The Court granted that motion on December 20, 2024, but permitted Mr. Byelick to file an amended complaint. Mr. Byelick filed his first amended complaint on January 19, 2025, asserting the same core claims. The Company moved to dismiss the first amended complaint for similar reasons as its motion to dismiss the original complaint. The Court granted that motion, in part, on April 18, 2025, ruling that Mr. Byelick was incapable of pleading certain claims (and dismissing those claims) but adequately pled others for purposes of a motion to dismiss only. Mr. Byelick subsequently filed a motion for partial summary judgment, which the Court denied in full as premature. The parties are currently engaged in responding to written discovery requests.
The Company denies all allegations of liability and intends to vigorously defend against all claims. However, given the preliminary stage of the lawsuit, the uncertainty of litigation, and the legal standards that must be met for success on the merits, the Company cannot predict the outcome at this time or estimate a reasonably possible loss or range of loss that may result from this action. |
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| ● | On July 2, 2025, Plaintiff Kapcharge USA Inc. commenced a lawsuit against Defendants Ryvyl Inc., FFS Data Corporation, CML Management, LLC and Cynthia Lambert in San Diego Superior Court, Case No. 25CU035045C. This lawsuit stems from a dispute between Kapcharge on the one hand and FFS Data Corporation (“FFS”), and CML Management, LLC on the other hand, related to a payment processor agreement between Kapcharge and FFS. Kapcharge alleges causes of action for Conversion, Money Had and Received, Violation of Penal Code § 496, Restitution, Breach of Contract (against FFS, CML, and Lambert), and Unfair Competition in Violation of California Business and Professions Code § 17200 et seq. The Company denies all allegations of liability and intends to vigorously defend against all claims. However, given the preliminary stage of the lawsuit, the uncertainty of litigation, and the legal standards that must be met for success on the merits, the Company cannot predict the outcome at this time or estimate a reasonably possible loss or range of loss that may result from this action. |
| ● | On July 15, 2025, Plaintiff Rachael Mora filed a complaint against the Company, Fredi Nisan, and Does 1-20 in San Diego Superior Court. Ms. Mora is alleging sex discrimination and sexual favoritism in violation of the California Fair Employment and Housing Act (“FEHA”), and failure to prevent discrimination in violation of FEHA. Ms. Mora is also claiming retaliation and negligent supervision/negligent retention. Ms. Mora is seeking an unspecified amount of damages related to, among other things, payment of past and future lost wages, stock issuances, bonuses and benefits, compensatory damages, and general, economic, non-economic, and special damages. As the Company cannot predict the outcome of the matter, the probability of an outcome cannot be determined. The Company intends to vigorously defend against all claims. |
ITEM 1A. RISK FACTORS
Other than the newly identified risk factors described below, there have been no material changes with respect to risk factors previously disclosed in the Company’s 2024 Annual Report.
Our financial situation creates doubt whether we will continue as a going concern.
As described in the notes to our consolidated financial statements included in our 2024 Form 10-K and the notes to our interim condensed consolidated financial statements included in this Report, respectively, for the years ended December 31, 2024, and 2023, and the nine month periods ended September 30, 2025 and 2024, there is a substantial doubt about our ability to continue as a going concern. For the year ended December 31, 2024, we had a net loss of $26.8 million, and as of December 31, 2024, we had an accumulated deficit of $179.4 million. For the three months ended September 30, 2025, we had a net loss of $2.0 million, and as of September 30, 2025, we had an accumulated deficit of $192.5 million. Also, until recently, we had relied on the repatriation of profits from our European subsidiaries to cover some of our critical operating expenses, which we are no longer able to do following the sale of our wholly owned subsidiary, Ryvyl EU, effective June 1, 2025. As a result, management has determined that our cash balance as of September 30, 2025, will not be sufficient to fund our operations and capital needs for the next 12 months from the date of this Report. These conditions raise substantial doubt about our ability to continue as a going concern. There can be no assurances that we will be able to achieve a level of revenues adequate to generate sufficient cash flow from operations or additional financing through private placements, public offerings and/or bank financing necessary to support our working capital requirements. To the extent that funds generated from any private placements, public offerings and/or bank financing are insufficient, we will need to raise additional working capital. No assurance can be given that additional financing will be available, or if available, that we will be able to secure any such financing on acceptable terms. If adequate working capital is not available, we may be forced to discontinue operations.
If we are not able to comply with the applicable continued listing requirements or standards of Nasdaq, our common stock could be delisted from Nasdaq.
Our common stock is currently listed on Nasdaq. In order to maintain that listing, we must satisfy minimum financial and other continued listing requirements and standards, including those regarding director independence and independent committee requirements, minimum stockholders’ equity, minimum share price, and certain corporate governance requirements. There can be no assurances that we will be able to comply with the applicable listing standards of Nasdaq.
As disclosed in our Current Report on Form 8-K filed with the SEC on April 11, 2025, we received a written notification from the Nasdaq Listing Qualifications Staff (the “Staff”) on April 8, 2025 notifying us that we were not in compliance with the minimum stockholders’ equity requirement of $2.5 million for continued listing on the Nasdaq Capital Market under Nasdaq Listing Rule 5550(b)(1)(the “Stockholders’ Equity Rule”). On May 21, 2025, the Company submitted a compliance plan to Nasdaq to regain compliance with Stockholders’ Equity Rule (the “Compliance Plan”), and on May 23, 2025, the Company received a letter from Nasdaq (the “Nasdaq Extension Letter”) stating that, based on the information presented in the Compliance Plan, Nasdaq determined to grant the Company an extension to regain compliance with such rule. Pursuant to the terms of the Nasdaq Extension Letter, the Company was required to raise financing and provide sufficient evidence to Nasdaq, on or before October 6, 2025, that the Company believes it is in compliance with Rule 5550(b)(1). On October 10, 2025, the Company received a written notification from the Staff that, based on the Company’s Current Report on Form 8-K filed with the SEC on October 7, 2025, the Staff determined that the Company regained compliance with the Stockholders’ Equity Rule.
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Additionally, on June 12, 2025, the Company received a notice from Nasdaq notifying the Company that, because the closing bid price for the common stock was below $1.00 per share for 30 consecutive business days, the Company was not in compliance with Nasdaq Lising Rule 5550(a)(2) (the “Minimum Bid Price Requirement”). The Company has been provided an initial compliance period of 180 calendar days, or until December 9, 2025, to regain compliance with the Minimum Bid Price Requirement. If the Company does not regain compliance by December 9, 2025, the Company may be eligible for an additional grace period.
During such compliance period, the common stock will continue to trade on the Nasdaq Capital Market. The Company has been diligently working on a plan to regain and maintain compliance with the Minimum Bid Price Requirement. There are no assurances that the Company will be able to regain or maintain compliance with any listing standards of Nasdaq or that Nasdaq will grant the Company any additional extension of time to regain compliance with any such listing requirements.
In the event that our common stock is delisted from Nasdaq due to a failure to regain compliance with the Minimum Bid Price Requirement, or to comply with any other requirement for continued listing on Nasdaq, and our Common Stock is not eligible for listing on another exchange, trading in the shares of our common stock could be conducted in the over-the-counter market established for unlisted securities such as markets operated by the OTC Markets Group Inc. In such event, it could become more difficult to trade or obtain accurate price quotations for our common stock. Also, it may be difficult for us to raise additional capital if we are not listed on a national exchange.
The Series C Preferred Stock has a liquidation preference over our common stock.
The Series C Preferred Stock has a liquidation preference that gets paid prior to any payment on our common stock. As a result, if we were to liquidate, dissolve or wind-up, each holder of our Series C Preferred Stock would have the right to receive payment out of our assets available for distribution, before any amount is paid to the holders of our common stock, in an amount in cash equal to the aggregate liquidation value of all of the shares of preferred stock held by such holder. Holders of the Series C Preferred Stock will not be entitled to dividends. The payment of the liquidation preferences on the Series C Preferred Stock could result in holders of our common stock not receiving any proceeds if we were to liquidate, dissolve or wind up, either voluntarily or involuntarily.
The existence of the liquidation preferences may reduce the value of our common stock, make it harder for us to sell shares of common stock in offerings in the future, or prevent or delay a change of control.
Risks Related to the Proposed Merger with RTB
We may fail to realize all of the anticipated benefits of the proposed Merger with RTB.
The success of the proposed Merger with RTB, will depend, in part, on our ability to realize the anticipated benefits from combining the businesses of the Company with RTB. To realize these anticipated benefits, however, we must successfully combine the businesses of the Company with RTB. If we are unable to successfully combine the businesses of the Company with RTB, the anticipated benefits and any cost savings of the Merger may not be realized fully or at all or may take longer to realize than expected. There is no guarantee that any cost saving or other economic benefits will occur, and we may incur unanticipated charges or make payments that were not previously contemplated.
The Company and RTB have operated, and, until the completion of the Merger, will continue to operate, independently. It is possible that the integration process could result in the loss of key employees and the disruption of each of the Company’s and RTB’s ongoing business, or inconsistencies in standards, controls, procedures, and policies that adversely affect the Company’s and RTB’s ability to maintain their relationships with their respective clients, customers, and employees, which could have a negative impact on our ability to achieve the anticipated benefits of the Merger. Integration efforts between the two companies may, to some extent, also divert management’s attention and resources. These integration matters could have an adverse effect on each of the Company and RTB during such transition period.
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The pendency of the Merger could materially and adversely affect the business and operations of the Company and RTB.
Prior to the effective time of the Merger, some customers, potential customers, or vendors of each of the Company and of RTB may delay or defer decisions regarding whether to do business or continue to do business with us or RTB, as applicable, which could materially and adversely affect the revenues or potential revenues, earnings or potential earnings, cash flows, expenses, and prospects of the Company and RTB, regardless of whether the Merger is completed.
Further, the pursuit of the Merger and the preparation for the integration in connection therewith may place a burden on each of the Company’s and RTB’s management and internal resources. Any significant diversion of management attention away from ongoing business concerns and any difficulties encountered in the transition and integration process could have a material adverse effect on each company’s business, financial condition, and results of operations.
The market price of our common stock may decline as a result of the proposed Merger.
The market price of our common stock may decline as a result of the proposed Merger with RTB if we do not achieve the perceived benefits of thereof or the effect of the proposed transaction on our financial results is not consistent with the expectations of financial or industry analysts. In addition, upon completion of the Merger, our and RTB’s stockholders will own interests in a combined company operating an expanded business with a different mix of assets, risks, and liabilities. Our existing stockholders may not wish to continue to invest in the Company subsequent to the consummation of the proposed Merger, or for other reasons may wish to dispose of some or all of their shares of our common stock.
The market price of our common stock after the proposed Merger with RTB may be affected by factors different from those currently affecting our shares of common stock.
The businesses of the Company, on the one hand, and RTB, on the other hand, differ and, accordingly, the results of operations of the Company subsequent to the completion of the proposed Merger and the market price of our common stock may be affected by factors different from those currently affecting the independent results of operations and market price of our common stock.
If the proposed Merger with RTB is not completed, we will have incurred substantial expenses without realizing the expected benefits.
We have incurred substantial expenses in connection with the execution of the transaction agreements and the transactions contemplated thereby, including the Merger. The completion of the Merger depends on the satisfaction of specified conditions, including the receipt of the requisite approval of our stockholders. There is no guarantee that these conditions will be met. If the Merger and the other transactions contemplated by the transaction agreements are not completed, these expenses could have a material adverse impact on our financial condition because it would not have realized the expected benefits for which these expenses were incurred.
In addition, if the Merger is not completed, we may experience negative reactions from the financial markets and from our stockholders, customers, and employees. We also could be subject to litigation related to any failure to complete the Merger or to enforcement proceedings commenced against us to perform our obligations under the Merger Agreement. We cannot assure you that if the proposed transaction is not completed that the risks discussed in this Report will not materialize and will not materially affect our business and financial results and the market price of our common stock.
Failure to consummate the Merger and the other transactions contemplated by the transaction agreements as currently contemplated or at all could materially and adversely affect us.
The consummation of the Merger and the other transactions contemplated by the transaction agreements may be delayed, the Merger and the other transactions contemplated by the transaction agreements may be consummated on terms different than those contemplated by the transaction agreements, or the Merger and the other transactions contemplated by the transaction agreements may not be consummated at all. Failure to consummate the Merger and the other transactions contemplated by the transaction agreements would prevent our stockholders from realizing the anticipated benefits of the Merger and the other transactions contemplated by the transaction agreements. In addition, a failure to consummate the Merger could result in a significant decline in the market price of our common stock and a negative perception of the Company generally, and would materially and adversely affect our future business and financial results. Any delay in the consummation of the Merger and the other transactions contemplated by the transaction agreements or any uncertainty about the consummation of the Merger and the other transactions contemplated by the transaction agreements on terms different than those contemplated by the Merger Agreement and the other transaction agreements or at all could also materially and adversely affect the market price of our common stock and our future business and financial results.
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The consummation of the Merger and the other transactions contemplated by the Merger Agreement are subject to a number of conditions, which, if not satisfied or waived, would adversely impact the parties’ ability to complete the Merger and the other transactions contemplated by the Merger Agreement.
The Merger and the other transactions contemplated by the Merger Agreement are subject to certain closing conditions, including, among others, requisite stockholder approvals. There can be no assurance that these conditions will be satisfied or waived, if permitted. Therefore, there can be no assurance with respect to the timing of the closing of the Merger and the other transactions contemplated by the Merger Agreement or that the Merger and the other transactions contemplated by the Merger Agreement will be completed at all.
The relative ownership position of our stockholders will be diluted as a result of the Merger.
The Merger will dilute the ownership position of our existing stockholders. Immediately following the closing of the transactions contemplated by the Merger Agreement, including the Merger, and without taking into account certain additional shares of common stock issued in consideration for the Merger, (i) the aggregate number of shares of common stock issued to the former stockholders and other equity holders of RTB as consideration for the Merger is expected to represent approximately 84.85% of the outstanding equity interests of the combined companies and (ii) Company equity holders as of immediately prior to the Merger are expected to own approximately 15.15% of the outstanding equity interests of the combined companies. Consequently, our existing stockholders, as a general matter, will have less influence over our management and policies after the effective time of the Merger than they currently exercise over our management and policies.
The Merger will result in changes to the Company’s board of directors and management team that may affect the Company’s business strategy post-Merger as compared to its current business strategy.
If the parties complete the Merger, the composition of the Company’s board of directors and management team may change from the respective current Board and management team. The Board of Directors of the combined companies will be reconstituted to consist of seven (7) members, six (6) of whom will be identified by RTB prior to the closing of the Merger, with Brett Moyer continuing to serve on the Company’s board of directors after such closing. The new composition of the Company’s board of directors and management team may affect our business strategy and operating decisions subsequent to the consummation of the Merger.
Our future results will suffer if we do not effectively manage the increased scale of the combined company’s operations and its optimization and expansion opportunities following the Merger.
Following the Merger, the combined company will be larger and more diverse than it is currently. Its future success will depend, in part, upon our ability to manage its optimization and expansion opportunities, which may pose substantial challenges for us to integrate new operations into our existing business in an efficient and timely manner, and upon our ability to successfully monitor our operations, costs, regulatory compliance, and to maintain other necessary internal controls. There is no assurance that the combined company’s optimization and expansion opportunities will be successful, or that it will realize its expected operating efficiencies, cost savings, revenue enhancements, synergies, or other expected benefits of the proposed Merger with RTB.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
During the quarter ended September 30, 2025, we issued a total of 372,000 unregistered shares of common stock. The shares were issued to vendors and former employees of the Company as compensation.
The sale and the issuance of the foregoing securities were offered and sold in reliance upon the exemption from registration pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended, for transactions not involving any public offering. No underwriter participated in the offer and sale of these securities, no commission or other remuneration was paid or given directly or indirectly in connection therewith, and there was no general solicitation or advertising for securities issued in reliance upon such exemption.
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ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
ITEM 5. OTHER INFORMATION
Trading Arrangements
During
the quarterly period ended September 30, 2025, none of our directors or officers (as defined in Rule 16a-1(f) promulgated under the Exchange
Act)
ITEM 6. EXHIBITS
| * | In accordance with SEC Release 33-8238, Exhibit 32.1 is being furnished and not filed. |
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SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| RYVYL INC. | ||
| (Registrant) | ||
| Date: November 14, 2025 | By: | /s/ George Oliva |
| George Oliva | ||
Interim Chief Executive Officer and (Principal Executive Officer and | ||
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