分组1 - Ryvyl Inc announced a $75 million merger agreement with RTB Digital, leading to a 97.1% increase in its share price to $0.58 in pre-market trading [1] - Galaxy Payroll Group Ltd experienced a 43.2% surge to $5.50 following a 10-for-1 share consolidation [5] - Lithium Americas Corp gained 31.2% to $7.49 after reaching an agreement with GM and the U.S. DOE regarding a loan [5] 分组2 - Senmiao Technology Ltd saw a 25% increase to $2.50 after a previous decline of 9% [5] - Nova Minerals Ltd – ADR rose 22.2% to $20.04 in pre-market trading [5] - Strive Inc jumped 22.2% to $3.06 after a 9% gain on Tuesday [5] 分组3 - Nuburu Inc surged 18.4% to $0.18 after a 14% increase on Tuesday [5] - 3 E Network Technology Group Ltd increased by 15.2% to $0.66 despite receiving a deficiency letter from NASDAQ [5] - AES Corp rose 13.2% to $14.90 in pre-market trading [5] 分组4 - BGSF Inc fell 33.3% to $4.73 in pre-market trading [5] - Clean Energy Technologies Inc declined 29.8% to $0.20 after announcing a 1-for-15 reverse stock split [5] - Beneficient dipped 17% to $0.79 after a significant gain of 160% on Tuesday [5]

Company Earnings Reports - Conagra Brands Inc. is expected to report quarterly earnings of 33 cents per share on revenue of $2.62 billion [2] - Nike Inc. reported quarterly earnings of 49 cents per share, exceeding the analyst consensus estimate of 27 cents per share, with sales of $11.720 billion, surpassing the estimate of $11.000 billion [2] - RPM International Inc. is anticipated to post earnings of $1.88 per share on revenue of $2.06 billion [2] - Acuity Inc. is expected to report quarterly earnings of $4.84 per share on revenue of $1.23 billion [2] Stock Performance - Conagra shares gained 0.2% to $18.35 in after-hours trading [2] - Nike shares surged 4.5% to $72.85 in after-hours trading [2] - RPM shares increased by 0.5% to $118.50 in after-hours trading [2] - Acuity shares rose 1.4% to $349.22 in after-hours trading [2] - Ryvyl Inc. shares jumped 77.8% to $0.53 following a $75 million merger agreement with RTB Digital [2]

Core Viewpoint - RYVYL Inc. has announced a definitive agreement to merge with RTB Digital, Inc., a Web3 digital media SaaS technology company, to enhance revenue and distribution growth for premium media clients [2][3] Company Overview - RYVYL Inc. is a leading innovator in electronic payment technology, focusing on business-to-business, consumer-to-business, and peer-to-peer transactions [16] - RTB Digital, Inc. provides a comprehensive SaaS platform for media brands, journalists, and communities, integrated with a Bitcoin liquidity pool [15] Merger Details - The merger is expected to close by the end of 2025, pending stockholder approval and customary closing conditions [2][9] - The combined companies will have a pre-money enterprise value of $41.25 million, with initial ownership participation of 15.15% for RYVYL stockholders and 84.85% for RTB stockholders [11] Leadership Changes - James Heckman, founder of Roundtable, will become the CEO of the combined company, while George Oliva will serve as interim CEO and Chairman during the transition [3][11] - The company will change its name to RTB Digital, Inc., doing business as "Roundtable," and appoint six new directors [11] Financial Strategy - Roundtable has raised $33 million in new capital to support its digital platform and integrate millions of users into its media liquidity pool [8] - The merger will also involve a contribution of over $30 million in Bitcoin to RYVYL's treasury, aimed at strengthening the balance sheet for future growth [8] Market Position and Partnerships - Roundtable has established partnerships with major brands such as Yahoo, PSG Football, and over 150 sports journalists, generating significant revenue and viewership [7] - The leadership team has a history of innovation in SaaS media platforms, having worked with recognized brands like News Corp, AOL, and the NFL [7]

Core Points - The proposed settlement in the Ryvyl Securities Litigation involves a cash payment of $300 million and 700,000 shares of Ryvyl common stock, aimed at resolving all claims in the action [5][6] - A class action has been certified for all individuals and entities that purchased Ryvyl Inc. or Greenbox POS stock between May 13, 2021, and January 20, 2023 [3][4] - A fairness hearing is scheduled for December 19, 2025, to determine the approval of the settlement and other related matters [6] Settlement Details - The settlement amount includes $300 million in cash and 700,000 shares of Ryvyl common stock, pending court approval [5] - The proposed settlement aims to resolve all claims against Ryvyl Inc. and its executives [5] - The hearing will assess the fairness and adequacy of the proposed settlement and the allocation plan [6] Class Action Information - The class action includes all individuals who purchased shares of Ryvyl Inc. or Greenbox POS during the specified period [3][4] - Members of the settlement class must submit a Claim Form by December 27, 2025, to be eligible for a share of the settlement [7] - Exclusion requests from the settlement class must be submitted by November 28, 2025 [8]

Core Insights - RYVYL Inc. has appointed George Oliva and Gene Jones to its Board of Directors following the resignation of independent directors Genevieve Baer and Ezra Laniado, effective August 31, 2025 [1] Group 1: Management Changes - George Oliva has been the CFO of RYVYL since October 2023, bringing over 30 years of experience in corporate finance, treasury, and financial planning [2] - Gene Jones previously served as RYVYL's Interim CFO and has extensive experience in various executive roles, including financial management and risk management [3] - Both new board members are expected to provide strategic insight and governance oversight as RYVYL transitions towards its crypto treasury business model [4] Group 2: Company Overview - RYVYL Inc. focuses on innovative payment transaction solutions, aiming to enhance business-to-business, consumer-to-business, and peer-to-peer payment transactions globally [4] - The company was founded in 2017 as GreenBox POS and has developed a suite of financial products that prioritize security, data privacy, and rapid transaction settlement [4]

Core Insights - RYVYL Inc. announced the retirement of Chairman and Co-founder Ben Errez from the Board of Directors, effective August 31, 2025, coinciding with his management retirement [1][2][3] - The company is transitioning to focus on crypto treasury management, planning to accumulate crypto as a reserve asset to enhance financial resilience and strategic flexibility [3] Company Overview - RYVYL Inc. was founded in 2017 as GreenBox POS and specializes in electronic payment technology for international markets, offering innovative payment transaction solutions [4] - The company provides an end-to-end suite of financial products that emphasize security, data privacy, and rapid transaction settlement, capable of logging large volumes of immutable transactional records [4]

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 Insights - RYVYL Inc. has announced a strategic pivot towards cryptocurrency custodial services, indicating a shift in its business model [1][2] - S8 Global Fintech & Regtech Fund has acquired approximately 3.6 million shares of RYVYL, representing over 10% of the company's outstanding shares, making it the largest stockholder [1][2] Company Overview - RYVYL Inc. is a leading innovator in payment transaction solutions, focusing on enhancing 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 transaction settlement [5] Strategic Developments - RYVYL is pursuing a digital asset acquisition strategy and has engaged in initial discussions with S8 to explore potential collaboration [3] - The company announced its enhanced business plan, which includes the introduction of cryptocurrency custodial services, in a press release dated June 16, 2025 [2] S8 Global Fintech & Regtech Fund Overview - S8 is a Luxembourg-based alternative investment fund that focuses on strategic investments in Fintech, Regtech, Insurtech, and Data Technology sectors [2][4] - The fund has full ownership of UK and EU regulated payment institutions and aims to leverage technology to transform financial services [4]

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].