10-K: RYVYL Inc. Files Annual Report on Form 10-K

RYVYL Inc. has filed its Annual Report on Form 10-K for the fiscal year ended December 31, 2025, detailing its financial performance, ongoing merger with RTB Digital, Inc., and various risk factors.

Summary

• RYVYL Inc. (formerly GreenBox POS Inc.) filed its Form 10-K for the fiscal year ended December 31, 2025.
• The company reported a net loss of $17.5 million for the year, a decrease from the previous year's net loss of $26.8 million.
• Revenue decreased by 38.7% to $11.1 million in 2025, primarily due to the discontinuation of the QuickCard product.
• Operating expenses were significantly reduced by 46.7% to $18.5 million, largely due to decreases in R&D, payroll, and impairments.
• The company is undergoing a merger with RTB Digital, Inc., expected to close in the second quarter of 2026.
• RYVYL Inc. continues to face substantial doubt about its ability to continue as a going concern, with management planning capital raises and strategic initiatives to address liquidity shortfalls.
• The company has settled a class action lawsuit for $300,000 in cash and 700,000 shares of common stock.

Sentiment

Score: 2

Explanation: StockSavvy.ai views this filing as negative due to the significant net loss, declining revenue, and the going concern warning, despite the planned merger and recent capital raises.

Positives

• Reduction in net loss to $17.5 million from $26.8 million in the prior year.
• Significant decrease in operating expenses by 46.7% to $18.5 million.
• Successful completion of the sale of Ryvyl EU subsidiary, generating $16.5 million in consideration.
• Completion of multiple capital raises in July and October 2025, totaling approximately $5.3 million in net proceeds from a public offering.
• Settlement of a class action lawsuit, providing a resolution to ongoing litigation.

Negatives

• Net loss of $17.5 million for the fiscal year ended December 31, 2025.
• Revenue decreased by 38.7% to $11.1 million, primarily due to the discontinuation of the QuickCard product.
• Substantial doubt about the company's ability to continue as a going concern, with cash reserves insufficient for the next 12 months.
• Accumulated deficit of $196.9 million as of December 31, 2025.
• The merger with RTB Digital, Inc. is expected to dilute existing shareholders' ownership significantly.
• The company has a history of receiving deficiency notices from Nasdaq for listing requirements.

Risks

• Substantial doubt about the company's ability to continue as a going concern if the merger with RTB is not completed.
• The merger with RTB Digital, Inc. could materially and adversely affect the business and operations of Ryvyl.
• Failure to successfully enter the digital asset space or enhance the business plan through the RTB merger.
• Low or changing demand for new products and the inability to develop and introduce new products at favorable margins.
• Increasing competition from larger companies with greater financial and operational resources.
• Potential for litigation to adversely affect business, financial condition, and results of operations.
• Increasing dependence on information technology and the risks associated with cyberattacks, security problems, or other disruptions.
• Business interruptions or systems failures may impair the availability of websites, applications, products, or services.
• Privacy regulation is an evolving area, and compliance may increase operating costs or adversely impact the ability to service clients and market products.
• Third-party claims of infringement could adversely affect the ability to market products and require redesign or licensing.
• Inability to keep pace with technological developments could lead to a decline in product/service usage and revenues.
• Costs associated with being a public company, including SEC reporting and Nasdaq compliance.
• Potential delisting from Nasdaq if continued listing requirements are not met.
• The pro rata portion of Merger Shares is not adjustable based on market price or cash assets of RTB, potentially affecting merger consideration value.
• Dilution of existing shareholders' ownership due to the merger and conversion of RTB securities.
• Changes to Ryvyl's board of directors and management team post-merger could affect business strategy.
• Failure to complete the merger could result in termination fees and significantly harm the market price of Ryvyl's common stock.
• Business acquisition activity involves risks, including difficulties in integration and assumption of liabilities.
• Potential for securities class action lawsuits and derivative lawsuits related to the merger.
• The company is subject to ongoing SEC investigation regarding possible violations of federal securities laws.

Future Outlook

The company's ability to continue as a going concern is contingent upon the successful execution of its remediation plan over the next twelve months, which includes raising additional capital through equity and debt financings, exploring strategic initiatives like M&A, accelerating business development, and implementing cost control measures. The merger with RTB Digital, Inc. is expected to close in the second quarter of 2026.

Management Comments

• Management has determined that its cash balance as of December 31, 2025, will not be sufficient to fund the Company's operations and capital needs for the next 12 months.
• Management has assessed that its intended plan, if successfully implemented, is appropriate and sufficient to address its liquidity shortfall and to provide funds to cover operations for the next 12 months.
• There can be no assurance that we will be successful in implementing our plan, that our projections of our future capital needs will prove accurate, or that any additional funding will be available on a timely manner, on favorable terms, or be sufficient to continue our operations.

Industry Context

StockSavvy.ai notes that RYVYL Inc. operates in the competitive fintech and payment processing sector. The company's focus on underserved and higher-risk industry verticals, while potentially offering niche growth opportunities, also exposes it to greater regulatory scrutiny and operational complexities. The ongoing merger with RTB Digital, Inc., which operates a SaaS platform for online media channels, indicates a strategic shift or diversification attempt, though the success of this integration remains a key risk factor.

Comparison to Industry Standards

• RYVYL's revenue decline of 38.7% in 2025 is a significant underperformance compared to the broader fintech industry, which has seen growth in payment processing volumes.
• The company's net loss of $17.5 million and accumulated deficit of $196.9 million highlight significant financial challenges, contrasting with many established fintech players that are either profitable or well-capitalized.
• The reliance on capital raises to fund operations, coupled with the going concern warning, suggests RYVYL is not meeting industry standards for financial sustainability.
• The company's operational model, which relies on third-party acquiring banks and payment processors, is common in the industry, but its focus on higher-risk verticals may lead to higher operational costs and stricter compliance requirements than peers serving lower-risk segments.

Corporate Governance

Legal Proceedings

• Settled a class action lawsuit (Cullen v. RYVYL Inc.) for $300,000 cash and 700,000 shares of common stock.
• Resolved SEC claims regarding federal securities law violations through a consent judgment, without monetary penalty.
• Shareholder derivative litigation (In re RYVYL Inc. Derivative Litigation) was settled.
• A dispute with Sky Financial was resolved through a confidential settlement agreement.
• A lawsuit filed by J. Drew Byelick (former CFO) alleging breach of contract and fraudulent inducement is ongoing.
• A lawsuit filed by Kapcharge USA Inc. alleging conversion, breach of contract, and unfair competition is ongoing, with settlement discussions underway.
• A lawsuit filed by Rachael Mora alleging sex discrimination, sexual favoritism, and retaliation is ongoing.
• A lawsuit filed by Ellenoff, Grossman & Schole LLP alleging breach of contract is ongoing.
• A lawsuit filed by Ideyalabs, LLC alleging breach of contract is ongoing.

Related Party Transactions

• The company employed two brothers of the former CEO, Fredi Nisan, who were paid approximately $260,000 and $131,000 per year respectively until August 2025.
• Fredi Nisan entered into an Advisory Services Agreement for $10,000 per month from November 2025 to April 2026.
• Ben Errez entered into an Advisory Services Agreement for $10,000 per month from September 2025 to February 2026.

Stakeholder Impact

• Shareholders will experience significant dilution of their ownership interests due to the proposed merger with RTB Digital, Inc.
• The company's going concern status and need for capital raises may impact investor confidence and stock price volatility.
• Employees may face uncertainty due to the ongoing merger and the company's financial situation, although no specific workforce impact is detailed.
• Creditors and suppliers may be concerned about the company's liquidity and ability to meet its financial obligations, although no specific impacts are detailed.

Next Steps

• Complete the merger with RTB Digital, Inc., expected in Q2 2026.
• Continue efforts to raise additional capital through private and public equity offerings and debt financings.
• Execute accelerated business development efforts to drive volumes in diversified business verticals.
• Continue implementation of cost control measures and right-sizing the organization.
• Address Nasdaq listing requirements, particularly the stockholders equity rule, post-merger.

Key Dates

Recommendation

While the company has taken steps to reduce losses and is pursuing a merger that could offer strategic benefits, the significant going concern issues, substantial accumulated deficit, and ongoing litigation present considerable risks. The planned dilution from the merger also warrants caution. A 'hold' recommendation reflects a balance between the potential for recovery through the merger and the significant financial and operational challenges that remain.

Keywords

RYVYL Inc., Form 10-K, Annual Report, RTB Digital, Inc., Merger, Financial Statements, Going Concern, Net Loss, Revenue Decline, Operating Expenses, Payment Processing, Fintech, SEC Filing