OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT For the transition period from to UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 Commission file number: 001-34294 RYVYL Inc. (Exact name of small business issuer as specified in its charter) Nevada 22-3962936 (State or other jurisdiction of inco ...

PART I Consolidated Financial Information [Financial Statements (unaudited)](index=3&type=section&id=Item%201.%20Financial%20Statements%20(unaudited)) Unaudited Q2 2022 financial statements reflect increased assets and net income, driven by acquisitions and a significant derivative liability gain, with positive operating cash flow [Condensed Consolidated Balance Sheets](index=4&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) As of June 30, 2022, total assets increased to **$139.8 million** due to acquisitions, while liabilities rose and stockholders' equity decreased Condensed Consolidated Balance Sheet Highlights (in USD) | Account | June 30, 2022 | December 31, 2021 | | :--- | :--- | :--- | | **Assets** | | | | Cash and cash equivalents | $29,098,753 | $89,559,695 | | Goodwill | $26,625,946 | $6,048,034 | | Intangible Assets, net | $24,505,648 | $7,578,935 | | Total assets | $139,781,295 | $132,672,828 | | **Liabilities & Equity** | | | | Payment processing liabilities, net | $33,467,867 | $4,997,807 | | Derivative liability | $61,006 | $18,735,000 | | Total liabilities | $99,831,958 | $87,167,405 | | Total stockholders' equity | $39,949,337 | $45,505,423 | [Condensed Consolidated Statements of Operations and Comprehensive Income](index=6&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations%20and%20Comprehensive%20Income) Q2 2022 saw net revenue grow 9.2% to **$7.0 million**, but gross profit fell due to higher costs, with a **$26.4 million** derivative liability gain leading to **$10.4 million** net income Three Months Ended June 30, (in USD) | Metric | 2022 | 2021 | | :--- | :--- | :--- | | Net revenue | $6,965,578 | $6,379,179 | | Gross profit | $2,822,700 | $5,055,699 | | Loss from operations | ($8,779,065) | ($35,611) | | Changes in fair value of derivative liability | $26,373,994 | - | | Net income (loss) | $10,410,085 | ($39,560) | | Basic and diluted EPS | $0.24 | ($0.00) | Six Months Ended June 30, (in USD) | Metric | 2022 | 2021 | | :--- | :--- | :--- | | Net revenue | $11,861,104 | $11,128,620 | | Gross profit | $5,154,396 | $8,211,369 | | Loss from operations | ($14,954,165) | ($9,398,642) | | Changes in fair value of derivative liability | $18,673,994 | - | | Net income (loss) | ($10,905,902) | ($13,368,992) | | Basic and diluted EPS | ($0.26) | ($0.43) | [Condensed Consolidated Statements of Stockholders' Equity](index=7&type=section&id=Condensed%20Consolidated%20Statements%20of%20Stockholders%27%20Equity) For the six months ended June 30, 2022, total stockholders' equity decreased from **$45.5 million** to **$39.9 million**, primarily due to a **$10.9 million** net loss and treasury stock activity - Total stockholders' equity decreased from **$45,505,423** at the end of 2021 to **$39,949,337** as of June 30, 2022[13](index=13&type=chunk) - Key activities during the six months included the conversion of **$5 million** in convertible debt, stock compensation expenses, and a net loss of **$10.9 million**[14](index=14&type=chunk) [Condensed Consolidated Statements of Cash Flows](index=10&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) For the six months ended June 30, 2022, operating cash flow was **$3.1 million** positive, while investing activities used **$45.6 million** for acquisitions, leading to a cash decrease Cash Flow Summary for Six Months Ended June 30, (in USD) | Activity | 2022 | 2021 | | :--- | :--- | :--- | | Net cash provided by (used in) operating activities | $3,094,938 | ($13,667,974) | | Net cash used in investing activities | ($45,559,088) | ($2,568,411) | | Net cash provided by (used in) financing activities | ($9,231,508) | $44,200,398 | | Net (decrease) increase in cash | ($33,018,798) | $27,964,013 | - Investing activities in 2022 included **$28.8 million** for the Transact Europe acquisition and **$16.0 million** for the Sky asset acquisition[16](index=16&type=chunk) [Notes to Condensed Consolidated Financial Statements](index=12&type=section&id=Notes%20to%20Condensed%20Consolidated%20Financial%20Statements) Notes detail the company's blockchain payment business, recent acquisitions of Transact Europe and Sky Financial, accounting policies, a **$100 million** convertible note, and ongoing legal proceedings - The company is a financial technology firm focused on developing and monetizing blockchain-based payment applications[18](index=18&type=chunk) - On March 31, 2022, the company acquired Transact Europe Holdings for approximately **$28.8 million** in cash[23](index=23&type=chunk)[57](index=57&type=chunk) - On March 31, 2022, the company acquired a portfolio of merchant accounts from Sky Financial & Intelligence for **$18.1 million**[58](index=58&type=chunk) - The company has a **$100 million** convertible note issued in November 2021, with complex conversion features treated as a derivative liability. The fair value of this liability decreased by **$18.7 million** in the first six months of 2022, resulting in a gain[73](index=73&type=chunk)[77](index=77&type=chunk) - The company is involved in several legal proceedings, including disputes with Corporate Performance Consulting, The Good People Farms, and a lawsuit filed by Pure Health against its subsidiary ChargeSavvy[117](index=117&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=29&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management attributes Q2 2022 revenue growth to increased volume, but gross margin declined due to higher costs, with net income primarily driven by a significant non-cash derivative liability gain Results of Operations Comparison - Three Months Ended June 30 | Metric | 2022 | 2021 | Change (%) | | :--- | :--- | :--- | :--- | | Net revenue | $6,965,578 | $6,379,179 | 9.2% | | Cost of revenue | $4,142,878 | $1,323,480 | 213.0% | | Gross profit | $2,822,700 | $5,055,699 | -44.2% | | Total operating expenses | $11,601,765 | $5,091,310 | 127.9% | | Net income (loss) | $10,410,085 | ($39,560) | -26414.7% | - The increase in cost of revenue and resulting decrease in gross margin was due to higher processing fees paid to Gateways and commission payments to ISOs[127](index=127&type=chunk) - The significant increase in Other Income was primarily due to a **$26.4 million** gain on the change in fair value of derivative liability related to the convertible note issued in November 2021[129](index=129&type=chunk) - The company believes its current cash balances are sufficient to cover operating needs for the next twelve months, despite the **$89 million** convertible note maturing in November 2023[136](index=136&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=3&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) This section was included in the table of contents but no substantive content was provided [Controls and Procedures](index=35&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded that disclosure controls and procedures were effective as of June 30, 2022, with no material changes to internal control over financial reporting - The CEO and CFO concluded that as of June 30, 2022, the company's disclosure controls and procedures were effective[147](index=147&type=chunk) - No material changes to internal control over financial reporting occurred during the three and six months ended June 30, 2022[148](index=148&type=chunk) PART II Other Information [Legal Proceedings](index=36&type=section&id=Item%201.%20Legal%20Proceedings) Legal proceedings, including disputes with Corporate Performance Consulting and Pure Health, are detailed in Note 17 of the financial statements - Information regarding legal proceedings is detailed in Note 17 of the financial statements[151](index=151&type=chunk) [Risk Factors](index=3&type=section&id=Item%201A.%20Risk%20Factors) This section was included in the table of contents but no substantive content was provided [Unregistered Sales of Equity Securities and Use of Proceeds](index=36&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) The Board approved increasing the share repurchase program to **$15 million**, with **$7.9 million** in repurchases as of March 31, 2022, and none in Q2 2022 - The Board approved an increase of the share repurchase program to **$15,000,000**[152](index=152&type=chunk) - From May 13, 2021, to March 31, 2022, the company repurchased **1,098,586** shares for **$7,936,785**[152](index=152&type=chunk) - There were no share repurchases in the three months ended June 30, 2022[153](index=153&type=chunk) [Defaults Upon Senior Securities](index=36&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) No defaults upon senior securities were reported - None[154](index=154&type=chunk) [Mine Safety Disclosures](index=36&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) No mine safety disclosures were reported - None[155](index=155&type=chunk) [Other Information](index=36&type=section&id=Item%205.%20Other%20Information) No other information was reported - None[156](index=156&type=chunk) [Exhibits](index=37&type=section&id=Item%206.%20Exhibits) This section lists exhibits filed, including CEO and CFO certifications and Inline XBRL data files - Exhibits include CEO and CFO certifications (31.1, 31.2, 32.1, 32.2) and Inline XBRL documents (101 series)[158](index=158&type=chunk) Signatures The report was signed on August 15, 2022, by the Chief Executive Officer and Chief Financial Officer - The report was signed on August 15, 2022, by Fredi Nisan, Chief Executive Officer, and Benjamin Chung, Chief Financial Officer[163](index=163&type=chunk)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT For the transition period from to Commission file number: 001-34294 GREENBOX POS (Exact name of small business issuer as specified in its charter) Nevada 22-3962936 (State or other jurisdiction of incorp ...

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, 2021 Commission File Number: 001-34294 GREENBOX POS (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 exec ...

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 OR For the transition period from ______________ to ______________ Commission file number: 001-34294 GREENBOX POS (Exact name of small business issuer as specified in its charter) (State or other jurisd ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT For the transition period from ______________ to ______________ Commission file number: 001-34294 GREENBOX POS (Exact name of small business issuer as specified in its charter) (State or other jurisdictio ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2021 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT For the transition period from ______________ to ______________ Commission file number: 001-34294 GREENBOX POS (Exact name of small business issuer as specified in its charter) Nevada 22-3962936 (State o ...

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, 2020 GREENBOX POS (Exact name of registrant as specified in its charter) (State or other jurisdiction of incorporation or organization) (IRS Employer Identification No.) 8880 Rio San Diego Drive, Suite 102 San Diego, CA 92108 (Address of principal executive office) (Zip Code) Nevada 22-3962936 Registrant' ...