SEC Form 10-K filed by Ryvyl Inc.

3/28/25 5:09:44 PM ET

$RVYL

Professional Services

Consumer Discretionary

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K

☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Fiscal Year Ended December 31, 2024

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from __________ to __________

Commission File Number: 001-34294

RYVYL INC.

(Exact name of registrant as specified in its charter)

Nevada		22-3962936
(State or other jurisdiction of incorporation or organization)		(IRS Employer Identification No.)

3131 Camino Del Rio North, Suite 1400 San Diego, CA		92108
(Address of principal executive office)		(Zip Code)

Registrant’s telephone number, including area code: (619) 631-8261

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, $0.001 par value		RVYL		The Nasdaq Stock Market LLC (Nasdaq Capital Market)

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined by Rule 405 of the Securities Act. Yes ☐ No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes ☐ No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b–2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☒

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒

The aggregate market value of the 4,580,816 million shares of voting common stock held by non-affiliates of the registrant as of June 30, 2024 was $8,474,510 million based on the closing price of $1.85 per share of the registrant’s common stock as quoted on the Nasdaq Capital Market on that date.

As of March 24, 2025, the Registrant had 8,351,086 shares of common stock, $0.001 par value per share, outstanding.

TABLE OF CONTENTS

		PAGE
PART I
Item 1.	Business	6
Item 1A.	Risk Factors	18
Item 1B.	Unresolved Staff Comments	29
Item 1C.	Cybersecurity	29
Item 2.	Properties	30
Item 3.	Legal Proceedings	30
Item 4.	Mine Safety Disclosures	30

PART II
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	31
Item 6.	[Reserved]	31
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	32
Item 7A.	Quantitative and Qualitative Disclosures about Market Risk	37
Item 8.	Financial Statements and Supplementary Data	38
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosures	38
Item 9A.	Controls and Procedures	38
Item 9B.	Other Information	38
Item 9C	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections	38

PART III
Item 10.	Directors, Executive Officers and Corporate Governance	39
Item 11.	Executive Compensation	44
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	47
Item 13.	Certain Relationships and Related Transactions, and Director Independence	49
Item 14.	Principal Accounting Fees and Services	51

PART IV
Item 15.	Exhibits and Financial Statement Schedules	52
Item 16.	Form 10-K Summary	53
	Signatures	54

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Annual Report on Form 10-K (this “Report”) and other materials we have filed or may file, as well as information included in our oral or written statements, contains “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 (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 SEC filings. 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 both domestically and internationally;

	●	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;

	●	Our ability to manage our expansion, growth and operating expenses both domestically and internationally;

	●	Risks in connection with completed or potential acquisitions, post-acquisition integrations, dispositions and other strategic growth opportunities and initiatives;

	●	Our need for, and ability to raise, additional capital;

	●	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

	●	Risks related to 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 the Company (such as in our other filings with the Securities and Exchange Commission (the “SEC”) or in our press releases) for other factors that may cause actual results to differ materially from those projected by the Company. For additional information regarding risk factors that could affect the Company’s results, see “Risk Factors” beginning on page 13 of this Report, and as may be included from time-to-time in our reports filed with the SEC.

The Company intends the forward-looking statements to speak only as of the time of such statements and does 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. The Company 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 our future performance.

In this Report, unless the context otherwise requires, all references to “the Company,” “we,” “our”, “us” and “PubCo” refer to RYVYL Inc (formerly known as GreenBox POS Inc.), a Nevada corporation.

Unless the context otherwise requires, all references to “PrivCo” or the “Private Company” refer to GreenBox POS LLC, a Washington limited liability company.

On September 6, 2023, the Company effected a reverse stock split of the Company’s shares of common stock, par value $0.001 (“Common Stock”) outstanding at a ratio of one-for-ten (the “Reverse Stock Split”). All share and per share information in this Report have been retroactively adjusted for all periods presented, unless otherwise indicated, to give effect to the Reverse Stock Split, including the financial statements and notes thereto.

	●	continued execution of its accelerated business development efforts to drive volumes in diversified business verticals with the Company’s other products, including the recently launched licensing of the Company’s payments processing platform in certain niche high-risk business verticals;

	●	continued implementation of cost control measures to more effectively manage spending in the North America segment and right-sizing the organization, where appropriate;

	●	the sale of noncore assets;

	●	continued repatriation of offshore profits from the Company’s European subsidiaries, whose continued accelerated growth and generation of positive cash flow have already provided, and will continue to provide, an immediate and viable short-term source of capital during this product transition (to date, the Company has repatriated approximately $17.6 million from Europe); and

	●	raising capital through a variety of means, including private and public equity offerings and debt financings.

	●	our ability to attract and retain key personnel in a timely and cost-effective manner;

	●	technical difficulties;

	●	the amount and timing of operating costs and capital expenditures relating to the expansion of our business, operations, and infrastructure;

	●	our ability to identify and enter into relationships with appropriate and qualified third-party providers for necessary development and manufacturing services;

	●	regulation by federal, state, or local governments;

	●	banking industry turmoil and headwinds in the digital asset space; and

	●	general economic conditions, as well as economic conditions specific to the entertainment, theme park, party items, arts and crafts, and packaging industries.

	Year Ended December 31,
	2024						2023						Change
				% of						% of
	Amount			Revenue			Amount			Revenue			Amount			%
Revenue	$	55,998			100.0	%	$	65,869			100.0	%	$	(9,871	)		(15.0	)%
Cost of revenue		33,572			60.0	%		40,157			61.0	%		(6,585	)		(16.4	)%
Gross profit		22,426			40.0	%		25,712			39.0	%		(3,286	)		(12.8	)%

Operating expenses:
Advertising and marketing		95			0.2	%		80			0.1	%		15			19.5	%
Research and development		3,848			6.9	%		5,757			8.7	%		(1,909	)		(33.2	)%
General and administrative		6,933			12.4	%		8,678			13.2	%		(1,745	)		(20.1	)%
Payroll and payroll taxes		13,836			24.7	%		12,017			18.2	%		1,820			15.1	%
Professional fees		4,372			7.8	%		7,076			10.7	%		(2,703	)		(38.2	)%
Stock compensation expense		624			1.1	%		1,853			2.8	%		(1,228	)		(66.3	)%
Depreciation and amortization		2,264			4.0	%		2,553			3.9	%		(289	)		(11.3	)%
Impairment of goodwill		6,675			11.9	%		-			N/A			6,675			N/A
Impairment of intangible assets		3,028			5.4	%		-			N/A			3,028			N/A
Restructuring charges		1,636			2.9	%		-			N/A			1,636			N/A
Total operating expenses		43,311			77.3	%		38,014			57.7	%		5,298			13.9	%
Loss from operations		(20,885	)		(37.3	)%		(12,302	)		(18.7	)%		(8,584	)		69.8	%

Other income (expense):
Interest expense		(862	)		(1.5	)%		(3,340	)		(5.1	)%		2,478			(74.2	)%
Accretion of debt discount		(2,258	)		(4.0	)%		(13,134	)		(19.9	)%		10,876			(82.8	)%
Changes in fair value of derivative liability		14			0.0	%		6,544			9.9	%		(6,530	)		(99.8	)%
Derecognition expense on conversion of convertible debt		(600	)		(1.1	)%		(25,035	)		(38.0	)%		24,435			(97.6	)%
Legal settlement expense		(2,064	)		(3.7	)%		(4,142	)		(6.3	)%		2,078			(50.2	)%
Gain on sale of property and equipment		-			N/A	%		1,069			1.6	%		(1,069	)		(100.0	)%
Other income (expense)		970			1.7	%		(2,472	)		(3.8	)%		3,442			(139.2	)%
Total other expense, net		(4,800	)		(8.6	)%		(40,510	)		(61.5	)%		35,710			(88.2	)%

Loss before provision for income taxes		(25,685	)		(45.9	)%		(52,812	)		(80.2	)%		27,126			(51.4	)%
Provision for income taxes		1,140			2.0	%		289			0.4	%		851			294.7	%
Net loss	$	(26,825	)		(47.9	)%	$	(53,101	)		(80.6	)%	$	26,275			(49.5	)%

	Year Ended December 31,
North America segment	2024		2023		$ Change			% Change
Revenue	$	18,159	$	48,938	$	(30,779	)		(62.9	)%
Cost of revenue		10,766		29,742		(18,976	)		(63.8	)%
Segment gross profit	$	7,393	$	19,196	$	(11,804	)		(61.5	)%

	Year Ended December 31,
International segment	2024		2023		$ Change		% Change
Revenue	$	37,839	$	16,931	$	20,908		123.5	%
Cost of revenue		22,806		10,415		12,391		119.0	%
Segment gross profit	$	15,033	$	6,516	$	8,517		130.7	%

	Years Ended December 31,
	2024			2023
Net cash provided by (used in) operating activities	$	21,191		$	33,161
Net cash provided by (used in) investing activities		(1,808	)		2,287
Net cash used in financing activities		(241	)		(3,008	)
Effects of exchange rates on cash and restricted cash		(430	)		44
Net increase (decrease) in cash and restricted cash	$	18,712		$	32,484

Name	Age	Position(s)
*Executive Officers*
Ben Errez	64	Chairman of the Board and Executive Vice President
Fredi Nisan	43	Director and Chief Executive Officer (Principal Executive Officer)
Zechariah Kirscher	37	Vice President Legal
George Oliva	63	Chief Financial Officer

*Non-Employee Directors*
Genevieve Baer	47	Director
Ezra Laniado	41	Director
David Montoya	60	Director

	●	Appointing, compensating, retaining, evaluating, terminating, and overseeing our independent registered public accounting firm;

	●	discussing with our independent registered public accounting firm the independence of its members from its management;

	●	reviewing with our independent registered public accounting firm the scope and results of their audit;

	●	approving all audit and permissible non-audit services to be performed by our independent registered public accounting firm;

	●	overseeing the financial reporting process and discussing with management and our independent registered public accounting firm the interim and annual financial statements that we file with the SEC;

	●	reviewing and monitoring our accounting principles, accounting policies, financial and accounting controls, and compliance with legal and regulatory requirements;

	●	coordinating the oversight by our Board of our code of business conduct and our disclosure controls and procedures;

	●	establishing procedures for the confidential and/or anonymous submission of concerns regarding accounting, internal controls or auditing matters;

	●	overseeing and making applicable determinations under the Company’s Executive Compensation Clawback Policy;

	●	reviewing and approving related-person transactions; and

	●	appointing, compensating, retaining, evaluating, terminating, and overseeing our independent registered public accounting firm.

	●	reviewing key employee compensation goals, policies, plans and programs;

	●	overseeing and making applicable determinations under the Company’s Executive Compensation Clawback Policy;

	●	reviewing and approving the compensation of our directors and executive officers;

	●	reviewing and approving employment agreements and other similar arrangements between us and our executive officers; and

Name and Principal Position	Year	Salary ($)		Bonus ($)		Stock Awards ($)(1)		Options Awards ($)(1)		All Other Compensation ($)(2)		Total ($)
Ben Errez	2024		399,010		-		29,959		-		114,633		543,602
Chairman/EVP	2023		380,000				218,585		148,127		88,920		835,632

Fredi Nisan	2024		399,000		-		29,959		-		113,070		542,029
CEO/Director	2023		380,000				217,225		148,927		21,390		767,542

Min Wei	2024		190,183		-		-		-		188,057		378,240
COO (3)	2023		320,000		160,000		158,400		157,949		33,469		829,818

George Oliva	2024		320,000		-		-		-		46,751		366,751
CFO (4)	2023		66,666		-		49,997		-		3,019		119,682

(2)	All other compensation includes Company paid healthcare insurance premiums, compensation for board memberships, and 401(k) match. For Messrs. Errez and Nisan, as members of the Board, each of their compensation includes $90,000 in cash. For Mr. Wei, compensation includes severance compensation.

(3)	Mr. Wei joined the Company in February 2022 and resigned in June 2024.

(4)	Mr. Oliva joined the Company in October 2023.

	Option Awards(1)							Stock Awards
Name	Number of Securities Underlying Unexercised Options, Exercisable (#)		Number of Securities Underlying Unexercised Options, Not Exercisable (#)		Option Exercise Price ($)		Option Expiration Date	Number of Shares or Units of Stock That Have Not Vested (#)		Market Value of Shares or Units of Stock That Have Not Vested ($)
Fredi Nisan		8,333		-	$	60.60	06/01/2026		26,667	$	52,800
		301		-		133.10	06/02/2026
		818		-		36.60	10/13/2027
		53,333		26,667		2.18	11/15/2028
Ben Errez		8,333		-		60.60	06/01/2026		26,667		52,800
		301		-		133.10	06/02/2026
		818		-		36.60	10/13/2027
		53,333		26,667		2.18	11/15/2028

Name	Fees Earned or Paid in Cash ($)(1)		Stock Awards ($)(2)		Total ($)
Genevieve Baer	$	45,000	$	18,768	$	63,768
Ezra Laniado		45,000		18,773		63,773
David Montoya		102,000		37,554		139,554

(1)	Represents the cash portion of annual director fees for service on the RYVYL Board.

(2)	Represents the fair value of the share awards for the year ended December 31, 2024. These amounts reflect the actual value upon vesting realized by the Board member.

Name and Address of Owner	Shares of Common Stock Owned Beneficially			Percent of Class
5% Holders
GreenBox POS LLC (1)		1,848,922			22.14	%

Officers and Directors
Ben Errez (2)		2,006,932	(3)		23.85	%
Fredi Nisan (4)		2,004,436	(3)		23.82	%
George Oliva		8,552			*
Zechariah Kirscher (5)		53,949	(5)		*
Genevieve Baer		14,618	(6)		*
Ezra Laniado		17,334	(6)		*
David Montoya		50,571			*
Total of Officers and Directors (7 Persons)		2,307,471			27.05	%

(1)	GreenBox POS LLC (“PrivCo”) holds 1,848,922 shares of the Company’s issued and outstanding stock. PrivCo is managed by its two managing members, Ben Errez and Fredi Nisan, both of whom serve as our sole officers and directors. Messrs. Errez and Nisan each own 50% of PrivCo.

(2)	Mr. Errez owns 50% of PrivCo and therefore owns 924,461 shares held by PrivCo. As one of two managing members of PrivCo, Mr. Errez has influence over PrivCo’s entire holding of 1,848,922 shares.

(3)	Includes 62,786 fully vested options.

(4)	Mr. Nisan owns 50% of PrivCo and therefore owns 924,461 shares held by PrivCo. As one of two managing members of PrivCo, Mr. Nisan has influence over PrivCo’s entire holding of 1,848,922 shares

(5)	Includes 53,334 fully vested options.

(6)	Includes 409 fully vested options.

		Incorporated by		Filed or
Exhibit		Reference		Furnished
Number	Exhibit Description	Form	Exhibit	Filing Date	Herewith
3.1	Amended and Restated Articles of Incorporation, filed October 10, 2022	8-K	3.1	10/15/2022
32	Certificate of Change, filed September 6, 2023	8-K	3.1	09/06/2023
3.3	Certificate of Amendment to Amended and Restated Articles of Incorporation, filed November 3, 2023	8-K	3.1	11/03/2023
3.4	Amended and Restated Bylaws, adopted effective October 6, 2022	8-K	3.2	10/13/2022
4.1	Form of Base Indenture between GreenBoxPOS and Wilmington Savings Fund Society, FSB	8-K	4.1	11/03/2021
4.2	Form of First Supplemental Indenture	8-K	4.2	11/03/2021
4.3	Form of 8% Senior Convertible Note Due 2023	8-K	4.3	11/03/2021
4.4	Description of Securities	10-K	4.4	04/17/2023
4.5	Certificate of Designations of Rights and Preferences of Series A Convertible Preferred Stock of RYVYL Inc.	8-K	10.3	07/26/2023
4.6	Certificate of Designations of Rights and Preferences of Series B Convertible Preferred Stock of RYVYL Inc.	8-K	10.1	12/04/2023
10.1+	Form of Board of Directors Agreement entered into on February 16, 2021, by and between the Company and each of Ms. Baer and Messrs. Caragol and Laniado	8-K	10.1	02/19/2021
10.2+	2020 Incentive and Nonstatutory Stock Option Plan	S-8	4.1	09/03/2020
10.3+	2021 Incentive and Nonstatutory Stock Option Plan	S-8	4.1	07/13/2021
10.4+	Amendment Agreement No. 1 to Share Purchase Agreement by and between GreenBox POS, and certain individuals named therein, made as of March 24, 2021.	8-K	10.1	03/31/2022
10.5	Asset Purchase Agreement, signed March 31, 2022, between GreenBox POS and Sky Financial and Intelligence, LLC	8-K	10.1	04/06/2022
10.6	Restructuring Agreement, dated August 16, 2022 between GreenBox POS and the Investor	8-K	10.1	08/16/2022
10.7	April 2021 Sublease Agreement with regard to 3131 Camino del Rio North, Suite 1400, San Diego, CA 92108	10-Q	10.3	11/15/2021
10.8	Securities Purchase Agreement, dated November 2, 2021, between GreenBoxPOS and the Investors	8-K	10.1	11/03/2021
10.9	Agreement and Waiver, dated January 28, 2022, between GreenBoxPOS and the Investor	8-K	10.1	01/31/2022
10.10	Form of First Exchange Agreement, dated July 25, 2023, between RYVYL Inc. and the Investor	8-K	10.1	07/26/2023
10.11	Form of Leak-Out Agreement	8-K	10.2	07/26/2023

	RYVYL, Inc.

Date: March 28, 2025	By:	/s/ Fredi Nisan
		Fredi Nisan
		Chief Executive Officer

Signature	Title	Date

/s/ Ben Errez	Executive Vice President and Chairman of the Board of Directors	March 28, 2025
Ben Errez

/s/ Genevieve Baer	Director	March 28, 2025
Genevieve Baer

/s/ Ezra Laniado	Director	March 28, 2025
Ezra Laniado

/s/ David Montoya	Director	March 28, 2025
David Montoya

SEC Form 10-K filed by Ryvyl Inc.

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SEC Filings

	Page
Report of Independent Registered Public Accounting Firm (PCAOB ID 2485)	F-2
Audited Consolidated Balance Sheets as of December 31, 2024 and 2023	F-4
Audited Consolidated Statements of Operations for the Years Ended December 31, 2024 and 2023	F-5
Audited Statement of Consolidated Changes in Stockholders’ Equity/(Deficit) for the Years Ended December 31, 2024 and 2023	F-6
Audited Statements of Cash Flows for the Years Ended December 31, 2024 and 2023	F-7
Notes to Financial Statements	F-8

	●	Conducted a comprehensive walkthrough of the financial reporting cycles, specifically focusing on the procedures related to management’s annual evaluation of impairment of goodwill and/or long-lived assets or circumstances indicate.

	●	Assessed the validity of management’s qualitative analysis and evaluation of pertinent events and circumstances, scrutinizing the financial data utilized in the assessment.

	●	Independently recalculated the fair value of each reporting unit using the discounted cash flow method, aligning with management’s long-term strategic plan and adjusting for the Company’s current performance.

	●	Further assessed impairment by comparing the net book value of assets to the Company’s market capitalization.

	●	Conducted a comprehensive walkthrough of the financial reporting cycles, which encompassed the handling of significant equity and financing transactions.

	●	Evaluated the expertise of the specialist engaged by the Company to assess the impact of the Note modification. This assessment involved scrutinizing the reasonableness of assumptions made, considering the Company’s historical stock prices, operational performance, third-party market data, and ensuring consistency with evidence obtained elsewhere in the audit.

	●	Assessed the accounting treatment of the Note modification in accordance with ASC 470 and ASC 815 while also recalculating the cash flow used for 10% testing.

	●	Assessed the accuracy of accounting entries based on the outcomes of the assessment, including the validation of principal repayment and principal conversion entries made upon modification

	●	Verified the recognition of the Note by scrutinizing the input of the amortization schedule and recalculating said schedule to ensure accuracy.

	December 31,
	2024			2023
ASSETS
Current Assets:
Cash	$	2,599		$	12,180
Restricted cash		89,432			61,138
Accounts receivable, net of allowance for credit losses of $206 and $23, respectively		1,076			859
Cash due from gateways, net of allowance of $89 and $2,636, respectively		88			12,834
Prepaid and other current assets		2,189			2,854
Total current assets		95,384			89,865

Non-current Assets:
Property and equipment, net		165			306
Goodwill		18,856			26,753
Intangible assets, net		1,802			5,059
Operating lease right-of-use assets, net		3,425			4,279
Other assets		2,644			2,403
Total non-current assets		26,892			38,800
Total assets	$	122,276		$	128,665

LIABILITIES AND STOCKHOLDERS’ EQUITY/(DEFICIT)

Current Liabilities:
Accounts payable	$	3,515		$	1,819
Accrued liabilities		8,146			5,755
Payment processing liabilities, net		90,802			76,772
Current portion of operating lease liabilities		839			692
Other current liabilities		240			504
Total current liabilities		103,542			85,542
Long term debt, net of debt discount of $1,556 and $3,906, respectively		17,363			15,912
Operating lease liabilities, less current portion		2,863			3,720
Total liabilities		123,768			105,174

Stockholders’ Equity/(Deficit):
Preferred stock, Series B, par value $0.01, 5,000,000 shares authorized; 53,499 and 55,000 shares issued and outstanding at December 31, 2024 and 2023, respectively		1			1
Common stock, par value $0.001, 100,000,000 shares authorized; 8,032,318 and 5,996,948 shares issued and outstanding at December 31, 2024 and 2023, respectively		8			6
Additional paid-in capital		179,157			175,664
Accumulated other comprehensive income		(1,251	)		401
Accumulated deficit		(179,407	)		(152,581	)
Total stockholders’ (deficit)/equity		(1,492	)		23,491
Total liabilities and stockholder’s (deficit)/equity	$	122,276		$	128,665

	Common Stock					Preferred Stock					Additional			Other Accumulated Comprehensive						Total
	Shares			Amount		Series B Shares			Amount		Paid In Capital			Income (Loss)			Accumulated Deficit			Stockholders’ Equity
Balance at December 31, 2023		5,996,948		$	6		55,000		$	1	$	175,664		$	401		$	(152,581	)	$	23,491

Issuance of common stock under equity incentive plans		17,804			-		-			-		45			-			-			45

Issuance of restricted common stock under equity incentive plans		70,936			-		-			-		635			-			-			635

Issuance of restricted common stock for compensation		88,792			-		-			-		182			-			-			182

Issuance of common stock upon exercise of stock options		6,218			-		-			-		26			-			-			26

Common stock issued for conversion of convertible debt		823,294			1		-			-		1,416			-			-			1,417

Common stock issued for conversion of Preferred B stock		1,109,036			1		(1,501	)		-		(1	)		-			-			-

Shares cancelled in connection with the net settlement of vested restricted stock awards		(80,710	)		-		-			-		(209	)		-			-			(209	)

Capital contributions		-			-		-			-		1,399			-			-			1,399

Net loss and comprehensive loss		-			-		-			-		-			(1,652	)		(26,825	)		(28,477	)

Balance at December 31, 2024		8,032,318		$	8		52,999		$	1	$	179,157		$	(1,251	)	$	(179,407	)	$	(1,492	)

	Common Stock										Treasury Stock										Preferred Stock				Additional			Other Accumulated Comprehensive					Total Stockholders’
	Shares			Amount		To be Issued			Amount		To be returned			Amount			Shares		At Cost		Series B Shares		Amount		Paid In Capital			Income (Loss)		Accumulated Deficit			Equity (Deficit)
Balance at December 31, 2022		4,972,736		$	5		175,392		$	-		(13,689	)	$	(7	)		-	$	-		-		-	$	97,494		$	357	$	(99,772	)	$	(1,923	)

Common stock issued to employees for compensation		303,015			-		-			-		-			-			-		-		-		-		1,555			-		-			1,555

Common stock issued for conversion of convertible debt		527,172			1		-			-		-			-			-		-		-		-		2,514			-		-			2,515

Common stock issued for interest on convertible debt		176,130			-		(175,392	)		-		-			-			-		-		-		-		5			-		-			5

Restricted common stock issued for compensation		23,820			-		-			-		-			-			-		-		-		-		129			-		-			129

Shares forfeited		(26,683	)		-		-			-		-			-			-		-		-		-		(167	)		-		-			(167	)

Issuance for rounding of fractional shares due to reverse stock split		34,430			-		-			-		-			-			-		-		-		-		-			-		-			-

Issuance of Series B convertible preferred stock for conversion of convertible debt		-			-		-			-		-			-			-		-		55,000		1		74,141			-		-			74,142

Carryover effects of financial statement restatements in prior periods		-			-		-			-		-			-			-		-		-		-		-			-		292			292

Shared returned or cancelled		(13,672	)		-		-			-		13,689			7			-		-		-		-		(7	)		-		-			-

Net loss and comprehensive loss		-			-		-			-		-			-			-		-		-		-		-			44		(53,101	)		(53,057	)

Balance at December 31, 2023		5,996,948		$	6		-		$	-		-		$	-			-	$	-		55,000	$	1	$	175,664		$	401	$	(152,581	)	$	23,491

	Year Ended December 31,
	2024			2023
Cash flows from operating activities:
Net loss	$	(26,825	)	$	(53,101	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization expense		2,264			2,553
Noncash lease expense		143			350
Stock compensation expense		624			1,853
Restricted common stock issued for compensation		182			-
Accretion of debt discount		2,258			13,134
Derecognition expense on conversion of convertible debt		600			25,035
Changes in fair value of derivative liability		(14	)		(6,544	)
Gain on sale of property and equipment		-			(1,069	)
Impairment of goodwill		6,675			-
Impairment of intangible assets		3,028			-
Restructuring charges		1,636			-
Changes in assets and liabilities:
Accounts receivable, net		(155	)		297
Prepaid and other current assets		664			6,568
Cash due from gateways, net		12,684			(5,407	)
Other assets		(160	)		(1,183	)
Accounts payable		1,695			189
Accrued and other current liabilities		1,497			2,080
Accrued interest		366			546
Payment processing liabilities, net		14,029			47,860
Net cash provided by operating activities		21,191			33,161

Cash flows from investing activities:
Purchases of property and equipment		(47	)		(108	)
Logicquest Technology acquisition		-			(225	)
Proceeds from sale of property and equipment		-			2,620
Capitalized software development costs		(1,647	)		-
Purchase of intangibles		(114	)		-
Net cash (used in) provided by investing activities		(1,808	)		2,287

Cash flows from financing activities:
Treasury stock purchases		-			7
Repayments of convertible debt		-			(3,000	)
Repayments on long-term debt		(12	)		(15	)
Tax withholdings related to net settlement of equity awards		(229	)		-
Net cash used in financing activities		(241	)		(3,008	)

Effect of exchange rates in cash and restricted cash		(430	)		44
Net increase (decrease) in cash and restricted cash		18,712			32,484

Cash and restricted cash – beginning of period		73,318			40,834

Cash and restricted cash – end of period	$	92,030		$	73,318

Supplemental disclosures of cash flow information
Cash paid during the period for:
Interest	$	300		$	2,709
Income taxes	$	848		$	199

Non-cash financing and investing activities:
Convertible debt conversion to preferred stock	$	900		$	64,600
Convertible debt conversion to common stock	$	-		$	1,650
Interest accrual from convertible debt converted to preferred stock	$	-		$	1,703
Interest accrual from convertible debt converted to common stock	$	-		$	4

	December 31,
	2024			2023
Computers and equipment	$	288		$	276
Furniture and fixtures		135			152
Improvements		186			171
Total property and equipment		609			599
Less: accumulated depreciation		(444	)		(293	)
Net property and equipment	$	165		$	306

	North America			International			Consolidated
Goodwill - December 31, 2023	$	6,675		$	20,078		$	26,753
Goodwill Acquired		-			-			-
Goodwill Impairment		(6,675	)		-			(6,675	)
Adjustments (1)		-			(1,222	)		(1,222	)
Goodwill – December 31, 2024	$	-		$	18,856		$	18,856

		December 31, 2024							December 31, 2023
Intangible Assets	Amortization Period	Cost		Accumulated Amortization			Net		Cost		Accumulated Amortization			Net
Customer relationships	2-5 years	$	7,812	$	(7,762	)	$	50	$	7,812	$	(4,100	)	$	3,712
Business technology/IP	5 years		2,765		(2,657	)		108		2,675		(1,328	)		1,347
Capitalized internal-use software	3 years		1,648		(4	)		1,644		-		-			-
Total intangible assets		$	12,225	$	(10,423	)	$	1,802	$	10,487	$	(5,428	)	$	5,059