Core Viewpoint - RYVYL Inc. is repositioning its business to focus on crypto treasury management, with a core strategy aimed at building a crypto treasury to support long-term growth [1][2]. Company Leadership Changes - Ben Errez, Chairman and Co-founder of RYVYL, will retire effective August 31, 2025, but will continue to advise the company independently through the end of the year [1][2]. Strategic Business Shift - The company announced a digital asset acquisition strategy on June 16, 2025, planning to accumulate crypto as a reserve asset, viewing it as a long-term store of value and a means to enhance financial resilience [2][3]. - The decision to shift the business reflects a long-term approach to integrating digital assets into the treasury, aiming to enhance balance sheet strength and position the company for future financial innovation [3]. Company Background - RYVYL Inc. was founded in 2017 as GreenBox POS and focuses on empowering various payment transactions globally through electronic payment technology [3]. - The company has developed applications that provide an end-to-end suite of financial products with enhanced security, data privacy, and rapid settlement speed [3].

[PART I Consolidated Financial Information](index=4&type=section&id=PART%20I%20Consolidated%20Financial%20Information) [Financial Statements](index=4&type=section&id=Item%201.%20Financial%20Statements) The unaudited condensed consolidated financial statements for Q2 2025 show decreased assets, net losses, and a stockholders' deficit, raising going concern doubts Condensed Consolidated Balance Sheet Highlights (in thousands) | Account | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | **Total Assets** | **$20,602** | **$122,276** | | Cash & Restricted Cash | $14,980 | $92,031 | | Goodwill | $0 | $18,856 | | **Total Liabilities** | **$27,539** | **$123,768** | | Long term debt, net | $613 | $17,363 | | **Total Stockholders' Deficit** | **($6,937)** | **($1,492)** | Condensed Consolidated Statements of Operations Highlights (in thousands, except per share data) | Metric | Q2 2025 | Q2 2024 | Six Months 2025 | Six Months 2024 | | :--- | :--- | :--- | :--- | :--- | | Revenue | $2,783 | $2,972 | $5,552 | $12,646 | | Gross Profit | $1,219 | $1,126 | $2,588 | $5,279 | | Loss from Operations | ($3,286) | ($13,343) | ($7,687) | ($16,792) | | Net Loss | ($8,408) | ($12,111) | ($11,164) | ($14,801) | | Net Loss Per Share | ($0.80) | ($1.88) | ($1.19) | ($2.39) | Condensed Consolidated Statement of Cash Flows Highlights (in thousands) | Cash Flow Activity (Six Months Ended June 30) | 2025 | 2024 | | :--- | :--- | :--- | | Net cash (used in) provided by operating activities | ($3,146) | $2,695 | | Net cash used in investing activities | ($76,263) | ($645) | | Net cash provided by (used in) financing activities | $1,994 | ($199) | | **Net (decrease) increase in cash and restricted cash** | **($77,050)** | **$1,842** | [Notes to Unaudited Condensed Consolidated Financial Statements](index=10&type=section&id=Notes%20to%20Unaudited%20Condensed%20Consolidated%20Financial%20Statements) This section details the company's business transition, going concern issues, the Ryvyl EU sale, senior convertible note settlement, and a recent public offering - The company, a financial technology firm, transitioned its QuickCard to a licensing model and now operates solely in North America after selling its European subsidiary, Ryvyl EU, effective June 1, 2025[19](index=19&type=chunk)[21](index=21&type=chunk) - Substantial doubt exists about the Company's ability to continue as a going concern due to declining revenues from QuickCard discontinuation and the sale of its profitable European subsidiary, with management planning capital raises and cost controls[26](index=26&type=chunk)[27](index=27&type=chunk)[28](index=28&type=chunk) - The company sold its wholly-owned subsidiary Ryvyl EU for **$16.5 million**, recognizing a loss of approximately **$6.5 million** on the sale[61](index=61&type=chunk) - The **$100 million** 8% senior convertible note was fully settled, with the remaining **$4.0 million** principal converted into **7,118,843 shares** of common stock in Q2 2025[77](index=77&type=chunk)[91](index=91&type=chunk)[114](index=114&type=chunk) - Subsequent to quarter end, on July 16, 2025, the company raised approximately **$6.0 million** gross proceeds from a public offering of **15,384,615 shares** of common stock and warrants[146](index=146&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=40&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses going concern doubts due to product discontinuation and subsidiary sale, detailing revenue decline, expense reductions, and an 'Enhanced Plan' for future growth - Management acknowledges substantial doubt about the company's ability to continue as a going concern, with current cash sufficient only until approximately December 31, 2025, without additional capital[156](index=156&type=chunk)[157](index=157&type=chunk) - Following the Ryvyl EU sale, the company is pursuing an 'Enhanced Plan' to explore complementary technology acquisitions and potentially adopt a Crypto Treasury Allocation policy[159](index=159&type=chunk)[162](index=162&type=chunk) - Significant cost-cutting measures include a **42% reduction** in employees and project terminations, expected to reduce expenses by approximately **$1.2 million** per quarter starting H2 2025[161](index=161&type=chunk) Results of Operations Comparison (in thousands) | Period | Revenue | Change | Gross Profit | Change | Net Loss | Change | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | **Q2 2025 vs Q2 2024** | $2,783 | (6.4)% | $1,219 | 8.3% | ($8,408) | (30.6)% | | **H1 2025 vs H1 2024** | $5,552 | (56.1)% | $2,589 | (51.0)% | ($11,164) | (24.6)% | - The company's working capital was negative **$8.1 million** at June 30, 2025, with liquidity adversely impacted by QuickCard discontinuation and loss of profit repatriation from the sold European subsidiary[173](index=173&type=chunk)[174](index=174&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=48&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) As a smaller reporting company, the company is not required to provide quantitative and qualitative disclosures about market risk - As a smaller reporting company under Rule 12b-2 of the Exchange Act, RYVYL Inc. is not required to provide quantitative and qualitative market risk disclosures[181](index=181&type=chunk) [Controls and Procedures](index=48&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded the company's disclosure controls and procedures were effective as of June 30, 2025, with no material changes to internal control over financial reporting during the quarter - The CEO and CFO concluded the company's disclosure controls and procedures were effective as of June 30, 2025[182](index=182&type=chunk) - No material changes in internal control over financial reporting occurred during the quarter[183](index=183&type=chunk) [PART II Other Information](index=49&type=section&id=PART%20II%20Other%20Information) [Legal Proceedings](index=49&type=section&id=Item%201.%20Legal%20Proceedings) The company is involved in several legal proceedings, including a resolved SEC investigation and settlement agreements in principle for a class action and shareholder derivative lawsuits - The company resolved an SEC investigation by consenting to a judgment without admitting wrongdoing or paying a monetary penalty[141](index=141&type=chunk)[186](index=186&type=chunk) - A settlement in the Cullen v. RYVYL Inc. class action lawsuit includes **$300,000 cash**, **700,000 shares** of common stock, and a put option for a total value of at least **$1 million**, pending court approval[142](index=142&type=chunk)[189](index=189&type=chunk) - Multiple shareholder derivative complaints alleging breaches of fiduciary duty have reached an agreement in principle for settlement, pending documentation and court approval[144](index=144&type=chunk)[189](index=189&type=chunk) [Risk Factors](index=52&type=section&id=Item%201A.%20Risk%20Factors) The company faces significant risks, including substantial doubt about its going concern ability and potential Nasdaq delisting due to non-compliance with equity and bid price requirements - Substantial doubt exists about the company's ability to continue as a going concern, with current cash sufficient only until approximately December 31, 2025, without additional capital[191](index=191&type=chunk) - The company is not in compliance with Nasdaq's listing requirements, failing to meet the minimum stockholders' equity of **$2.5 million** and the minimum bid price of **$1.00** per share[193](index=193&type=chunk)[194](index=194&type=chunk)[196](index=196&type=chunk) - The company has until October 6, 2025, to regain stockholders' equity compliance and until December 9, 2025, for minimum bid price compliance, or face delisting[194](index=194&type=chunk)[197](index=197&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=53&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) No unregistered sales of equity securities occurred during the period - None reported for the period[199](index=199&type=chunk) [Defaults Upon Senior Securities](index=54&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) No defaults upon senior securities occurred during the period - None reported for the period[200](index=200&type=chunk) [Mine Safety Disclosures](index=54&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the company - Not applicable[201](index=201&type=chunk) [Other Information](index=54&type=section&id=Item%205.%20Other%20Information) No directors or officers adopted or terminated Rule 10b5-1 or non-Rule 10b5-1 trading arrangements during the quarter - No directors or officers adopted or terminated any Rule 10b5-1 or non-Rule 10b5-1 trading arrangements during the quarter[202](index=202&type=chunk) [Exhibits](index=54&type=section&id=Item%206.%20Exhibits) The report includes certifications from the Principal Executive Officer and Principal Financial Officer, along with Inline XBRL documents - Exhibits filed include CEO and CFO certifications (31.1, 31.2, 32.1, 32.2) and Inline XBRL data files (101 series)[203](index=203&type=chunk)

Core Viewpoint - RYVYL Inc. has successfully closed a public offering of 15,384,615 shares of common stock and warrants, raising approximately $6.0 million in gross proceeds at a price of $0.39 per share and warrant [1][2]. Company Overview - RYVYL Inc. is a leading innovator in payment transaction solutions, focusing on electronic payment technology for various international markets. The company aims to transform business-to-business, consumer-to-business, and peer-to-peer transactions globally [5]. - Founded in 2017 as GreenBox POS, RYVYL has developed a comprehensive suite of financial products that emphasize security, data privacy, and rapid transaction settlement [5]. Offering Details - The public offering included 15,384,615 shares of common stock and warrants to purchase an equal number of shares, with an exercise price of $0.39 per share. The warrants are immediately exercisable and will expire five years from the issuance date [1]. - Maxim Group LLC served as the sole placement agent for the offering [2]. Regulatory Information - A registration statement on Form S-1 was filed with the U.S. Securities and Exchange Commission (SEC) and became effective on July 14, 2025. The final prospectus related to the offering is available on the SEC's website [3].

Core Viewpoint - RYVYL Inc. has announced a public offering of 15,384,615 shares of common stock and warrants, priced at $0.39 per share, aiming to raise approximately $6.0 million in gross proceeds [1][2]. Group 1: Offering Details - The public offering includes 15,384,615 shares of common stock and warrants to purchase an equal number of shares, with a combined offering price of $0.39 per share and warrant [1]. - The warrants will have an exercise price of $0.39 per share, will be immediately exercisable upon issuance, and will expire five years from the issuance date [1]. - The closing of the offering is expected on or about July 16, 2025, subject to customary closing conditions [2]. Group 2: Company Background - RYVYL Inc. is a leading innovator in payment transaction solutions, focusing on electronic payment technology for various international markets [5]. - The company was founded in 2017 as GreenBox POS and has developed a suite of financial products that emphasize security, data privacy, and rapid settlement [5]. - RYVYL's platform is designed to handle large volumes of immutable transactional records quickly, catering to first-tier partners, merchants, and consumers globally [5].

Innovative Payment Platform-as-a-Service Redefining Global Payment Solutions Investor Presentation NASDAQ:RVYL March 31, 2025 NASDAQ:RVYL | Providing Digital Platform to Multiple Payment Rails Serving High-margin, Underserved Markets, Yielding Stronger Margins than Traditional Processing MULTIPLE PAYMENT RAILS Bank Transfers • Mobile Payments • Digital Wallets • Cryptocurrencies MERCHANT ACQUIRING PAYMENT REMITTANCES PREPAID DEBIT & GIFT CARDS E - WALLETS ACH SWIFT SEPA BANKING - A S - A SERVICE POS SOLUTIO ...

Core Viewpoint - RYVYL Inc. is initiating a digital asset acquisition strategy and has entered a letter of intent to acquire a complementary entity, while also realigning its corporate and North America operations to enhance its business plan [1][7]. Financial and Operational Adjustments - RYVYL has implemented a reduction in force of 18 employees, which is approximately 40% of its North America workforce, expected to save around $780,000 per quarter [2]. - Additional cost-saving measures include plans to reduce outside engineering contractors, anticipated to save approximately $265,000 per quarter, with full savings impact expected by Q3 2025 [2]. Acquisition and Business Strategy - The company has entered into a letter of intent to acquire an entity with complementary technology and digital assets [7]. - RYVYL has completed the sale of its wholly owned European subsidiary, RYVYL EU, and has withdrawn its previous guidance for 2025 [7]. Securities Offering - RYVYL has submitted a registration statement on Form S-1 with the SEC, although the number of shares and price range for the proposed offering have not yet been determined [1][3]. - The offering is contingent upon SEC review and market conditions, and securities cannot be sold until the registration statement becomes effective [3].

Core Insights - RYVYL Inc. has appointed Brett Moyer as an independent member of its board of directors, effective immediately, to support the company's growth strategy [1][2] - Moyer brings extensive experience in technology platform scaling and licensing, which will be crucial as RYVYL seeks to expand its market presence and enhance its blockchain and crypto capabilities [2] - The company continues to focus on its innovative payment transaction solutions, aiming to empower various payment methods globally [4] Company Overview - RYVYL Inc. was founded in 2017 as GreenBox POS and has since evolved into a leader in payment transaction solutions, leveraging electronic payment technology for diverse international markets [4] - The company offers an end-to-end suite of financial products that emphasize security, data privacy, and rapid transaction settlement [4] - RYVYL's platform is designed to handle large volumes of immutable transactional records efficiently, catering to first-tier partners, merchants, and consumers worldwide [4] Board Changes - David Montoya resigned from his position on the board of directors on June 10, 2025, leaving the total number of directors at five [3]

Core Viewpoint - RYVYL Inc. has successfully completed a debt-to-equity conversion, enhancing its balance sheet and reducing potential dilution for shareholders [1][2]. Group 1: Financial Restructuring - The securityholder of RYVYL's remaining 8% Senior Convertible Note converted the entire outstanding principal balance of $4.0 million and accrued interest of $136,000 into 7.1 million shares of common stock [1]. - The company redeemed its Series B Convertible Preferred Stock with a liquidation value of $53.1 million and $14.3 million of the Note for a payment of $13.0 million, avoiding over 90 million shares of potential dilution [2]. Group 2: Company Overview - RYVYL Inc. is an innovator in payment transaction solutions, focusing on electronic payment technology for various international markets [3]. - The company has developed applications that provide an end-to-end suite of financial products, emphasizing enhanced security, data privacy, and rapid settlement speeds [3].

Core Viewpoint - RYVYL Inc. has received an extension from Nasdaq to regain compliance with its listing requirements after reporting negative stockholders' equity [1][2][3] Group 1: Compliance and Financial Status - RYVYL reported stockholders' equity of negative $1.5 million as of December 31, 2024, which led to non-compliance with Nasdaq's minimum requirement of $2.5 million [2] - Nasdaq accepted RYVYL's compliance plan and granted an extension until October 6, 2025, to demonstrate compliance with the listing requirement [3] Group 2: Company Overview - RYVYL Inc. is an innovator in payment transaction solutions, focusing on electronic payment technology for various international markets [4] - The company, founded in 2017 as GreenBox POS, offers an end-to-end suite of financial products with enhanced security, data privacy, and rapid settlement capabilities [4]

Financial Performance - Revenue for Q1 2025 was $15,133,000, a decrease of 9.8% compared to $16,774,000 in Q1 2024[11] - Gross profit for Q1 2025 was $6,715,000, down from $7,031,000 in Q1 2024, reflecting a gross margin of 44.4%[11] - Net loss for Q1 2025 was $2,756,000, compared to a net loss of $2,689,000 in Q1 2024, indicating a slight increase in losses[11] - For the three months ended March 31, 2025, total revenue was $15,133,000, a decrease of 9.6% compared to $16,774,000 for the same period in 2024[147] - The gross profit for the same period was $6,715,000, down from $7,031,000, reflecting a decline of 4.5% year-over-year[147] - The company incurred a net loss of $2,273,000 for the three months ended March 31, 2025, compared to a loss of $2,499,000 for the same period in 2024[147] - The company had an accumulated deficit of $182,200,000 as of March 31, 2025, following a net loss of $2,800,000 for the three months ended[163] Operating Expenses and Cash Flow - Total operating expenses decreased to $7,563,000 in Q1 2025 from $8,937,000 in Q1 2024, a reduction of 15.4%[11] - Cash used in operating activities for Q1 2025 was $(15,581,000), compared to cash provided by operating activities of $15,525,000 in Q1 2024[17] - Operating expenses totaled $7.6 million, down 15.4% from $8.9 million in the previous year, with significant reductions in research and development expenses by 67.8%[181] - The company's consolidated working capital was negative $24.1 million as of March 31, 2025, with cash of $3.0 million and restricted cash of $74.5 million[188] - Net cash used in operating activities was $15.6 million for Q1 2025, compared to $15.5 million provided in Q1 2024, primarily driven by the timing of asset and liability settlements[191] Assets and Liabilities - Cash and restricted cash at the end of Q1 2025 totaled $77,490,000, down from $88,816,000 at the end of Q1 2024[17] - Total current assets decreased to $79,835,000 as of March 31, 2025, from $95,384,000 as of December 31, 2024, a decline of 16.3%[10] - Total liabilities decreased to $111,155,000 as of March 31, 2025, from $123,768,000 as of December 31, 2024, a reduction of 10%[10] - The Company has a long-term debt of $4.594 million as of March 31, 2025, compared to $17.363 million as of December 31, 2024[75] - The Company recorded $1.1 million of interest expense related to the note payable for the three months ended March 31, 2025[72] Business Operations and Strategy - RYVYL transitioned its QuickCard product from a terminal-based to an app-based processing model in early 2024, but later determined it was not viable for certain high-risk business verticals, leading to the termination of the app-based rollout[22][23] - The company began offering a licensing model for its QuickCard platform in Q3 2024 to serve its previous customer base through partners with better compliance capabilities, although no active licensing agreements are currently in place[23] - Management expects the recovery of lost revenues from the discontinuation of QuickCard to take longer than initially anticipated due to an uncertain business environment in the U.S.[24] - The discontinuation of QuickCard has negatively impacted the company's liquidity in North America, with management indicating that cash balances will not be sufficient to fund operations beyond June 30, 2025, unless additional capital is raised[25][26] - RYVYL is actively pursuing capital raising through private and public equity offerings and debt financings, with discussions ongoing with multiple banks[31] - The company is focusing on accelerated business development efforts to drive volumes in diversified business verticals, including the recently launched licensing of its payments processing platform[31] Legal Proceedings - The company is involved in ongoing legal proceedings, including a putative class action lawsuit alleging violations of the Securities Act and Exchange Act, with claims spanning from January 29, 2021, to January 20, 2023[142] - The company is cooperating with an SEC investigation regarding possible violations of federal securities laws, particularly concerning disclosures related to its blockchain technology and QuickCard product[143] - The company has reached an agreement in principle to settle claims in a shareholder derivative lawsuit, pending documentation and court approval[144] - The Company faces ongoing shareholder derivative complaints alleging failure to implement adequate internal controls and overpayment misconduct, with a settlement agreement reached in principle on May 8, 2025[206] Stock and Equity - The company issued 15,760 shares of common stock under equity incentive plans, resulting in an increase in additional paid-in capital to $179,222,000[13] - The Company has a full valuation allowance on its deferred tax assets as of March 31, 2025, indicating that it does not expect to realize these assets[57] - The 2023 Equity Incentive Plan allows for the grant of up to 5,098,262 shares of common stock, replacing previous incentive plans[131] - As of March 31, 2025, the outstanding stock options totaled 573,127 shares, with an average exercise price of $4.25[132] - The Company issued 6,000 shares of Series A Preferred Stock for $4.3 million and 55,000 shares of Series B Preferred Stock for $3.0 million, in exchange for $60.3 million of outstanding principal balance[122] Future Outlook - The company expects to incur a loss of at least $6,000,000 upon the closing of the pre-funded sale of its subsidiary, Ryvyl EU, which is expected to occur in Q2 2025[152] - The company has until May 23, 2025, to provide Nasdaq with a plan to regain compliance with listing requirements[148] - The company anticipates that its cash balance will only be sufficient to fund operations through approximately June 30, 2025, unless additional capital is raised[164]