Ryvyl (US:RVYL)2025-08-14 20:08PART I Consolidated Financial Information Financial Statements 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 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, 20251921 - 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 controls262728 - The company sold its wholly-owned subsidiary Ryvyl EU for $16.5 million, recognizing a loss of approximately $6.5 million on the sale61 - 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 20257791114 - 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 warrants146 Management's Discussion and Analysis of Financial Condition and Results of Operations 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 capital156157 - Following the Ryvyl EU sale, the company is pursuing an 'Enhanced Plan' to explore complementary technology acquisitions and potentially adopt a Crypto Treasury Allocation policy159162 - 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 2025161 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 subsidiary173174 Quantitative and Qualitative Disclosures About Market Risk 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 disclosures181 Controls and Procedures 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, 2025182 - No material changes in internal control over financial reporting occurred during the quarter183 PART II Other Information Legal Proceedings 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 penalty141186 - 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 approval142189 - Multiple shareholder derivative complaints alleging breaches of fiduciary duty have reached an agreement in principle for settlement, pending documentation and court approval144189 Risk Factors 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 capital191 - 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 share193194196 - The company has until October 6, 2025, to regain stockholders' equity compliance and until December 9, 2025, for minimum bid price compliance, or face delisting194197 Unregistered Sales of Equity Securities and Use of Proceeds No unregistered sales of equity securities occurred during the period - None reported for the period199 Defaults Upon Senior Securities No defaults upon senior securities occurred during the period - None reported for the period200 Mine Safety Disclosures This item is not applicable to the company - Not applicable201 Other Information 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 quarter202 Exhibits 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