# RTB Digital, Inc.: Form 10-Q for the period ended Sep 30, 2025

- Company: [RTB Digital, Inc.](/companies/rtb.md) (CIK 1419275)
- Form: 10-Q
- Filed: 2025-11-14
- Accepted by EDGAR: Nov 14, 2025, 16:02 ET
- Period: 2025-09-30
- Accession: 0001185185-25-001745
- Inline XBRL: yes
- Main document: https://www.sec.gov/Archives/edgar/data/1419275/000118518525001745/rvyl10q103125.htm
- All documents and exhibits: https://www.sec.gov/Archives/edgar/data/1419275/000118518525001745/

## Figures reported in this filing

Standardized XBRL line items for the period ended 2025-09-30.

| Line item | Period | Value | XBRL concept |
| --- | --- | ---: | --- |
| Revenue | 3 months, 2025-07-01 to 2025-09-30 | $2.8m | us-gaap:Revenues |
| Revenue | 9 months, 2025-01-01 to 2025-09-30 | $8.3m | us-gaap:Revenues |
| Cost of revenue | 3 months, 2025-07-01 to 2025-09-30 | $1.4m | us-gaap:CostOfRevenue |
| Cost of revenue | 9 months, 2025-01-01 to 2025-09-30 | $4.4m | us-gaap:CostOfRevenue |
| Gross profit | 3 months, 2025-07-01 to 2025-09-30 | $1.4m | us-gaap:GrossProfit |
| Gross profit | 9 months, 2025-01-01 to 2025-09-30 | $4.0m | us-gaap:GrossProfit |
| Research and development | 3 months, 2025-07-01 to 2025-09-30 | −$216.0k | us-gaap:ResearchAndDevelopmentExpense |
| Research and development | 9 months, 2025-01-01 to 2025-09-30 | $362.0k | us-gaap:ResearchAndDevelopmentExpense |
| Operating income | 3 months, 2025-07-01 to 2025-09-30 | −$1.8m | us-gaap:OperatingIncomeLoss |
| Operating income | 9 months, 2025-01-01 to 2025-09-30 | −$9.5m | us-gaap:OperatingIncomeLoss |
| Income tax | 3 months, 2025-07-01 to 2025-09-30 | $0 | us-gaap:IncomeTaxExpenseBenefit |
| Income tax | 9 months, 2025-01-01 to 2025-09-30 | $305.0k | us-gaap:IncomeTaxExpenseBenefit |
| Net income | 3 months, 2025-07-01 to 2025-09-30 | −$2.0m | us-gaap:NetIncomeLoss |
| Net income | 9 months, 2025-01-01 to 2025-09-30 | −$13.1m | us-gaap:NetIncomeLoss |
| Diluted EPS | 3 months, 2025-07-01 to 2025-09-30 | −$0.07 | us-gaap:EarningsPerShareDiluted |
| Diluted EPS | 9 months, 2025-01-01 to 2025-09-30 | −$0.78 | us-gaap:EarningsPerShareDiluted |
| Basic EPS | 3 months, 2025-07-01 to 2025-09-30 | −$0.07 | us-gaap:EarningsPerShareBasic |
| Basic EPS | 9 months, 2025-01-01 to 2025-09-30 | −$0.83 | us-gaap:EarningsPerShareBasic |
| Diluted shares (weighted) | 3 months, 2025-07-01 to 2025-09-30 | 29,797,041 shares | us-gaap:WeightedAverageNumberOfDilutedSharesOutstanding |
| Diluted shares (weighted) | 9 months, 2025-01-01 to 2025-09-30 | 16,767,263 shares | us-gaap:WeightedAverageNumberOfDilutedSharesOutstanding |
| Operating cash flow | 9 months, 2025-01-01 to 2025-09-30 | −$6.2m | us-gaap:NetCashProvidedByUsedInOperatingActivities |
| Capital expenditure | 9 months, 2025-01-01 to 2025-09-30 | $76.0k | us-gaap:PaymentsToAcquirePropertyPlantAndEquipment |
| Cash and equivalents | at 2025-09-30 | $1.2m | us-gaap:CashAndCashEquivalentsAtCarryingValue |
| Current assets | at 2025-09-30 | $19.8m | us-gaap:AssetsCurrent |
| Total assets | at 2025-09-30 | $23.4m | us-gaap:Assets |
| Current liabilities | at 2025-09-30 | $24.0m | us-gaap:LiabilitiesCurrent |
| Total liabilities | at 2025-09-30 | $26.6m | us-gaap:Liabilities |
| Shareholders' equity | at 2025-09-30 | −$3.2m | us-gaap:StockholdersEquity |

## Management's discussion and analysis

As filed, 26,919 characters.

### CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

Certain information included in this Quarterly Report on Form 10-Q (this “Report”) and other materials we have filed or may filed, as well as information included in our oral or written statements, contain “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended (“the Exchange Act”). These statements are often identified by the use of words such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “project,” “will,” “would” or the negative or plural of these words, or similar expressions or variations. Such forward-looking statements are subject to a number of risks, uncertainties, assumptions, and other factors that could cause actual results and the timing of certain events to differ materially from future results expressed or implied by the forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those identified herein and in our other filings with the U.S. Securities and Exchange Commission (the “SEC”). You should not rely upon forward-looking statements as predictions of future events.

You should not place undue reliance on forward-looking statements. The cautionary statements set forth in this Report identify important matters or factors which you should consider in evaluating our forward-looking statements. These matters or factors include, among other things:

- our ability to effectively execute our business plan;
- our ability to manage our expansion, growth and operating expenses domestically;
- our ability to comply with new regulations and compliance requirements that affect our business;
- our ability to evaluate and measure our business, prospects and performance metrics;
- our ability to compete and succeed in an evolving industry;
- our ability to respond and adapt to rapid changes in technology;
- risks in connection with completed or potential acquisitions, post-acquisition integrations, dispositions and other strategic growth opportunities and initiatives, including, without limitation, the proposed merger transaction with RTB Digital, Inc.;
- our need for, and ability to raise, additional capital;
- our ability to maintain the listing of our common stock on the Nasdaq Capital Market or any other national securities exchange;
- our ability to maintain operations in the event our financial condition is negatively impacted as the result of litigation or actions of any governmental agencies against us or against any of our officers or directors; and
- our dependence on our proprietary technology, which we may not be able to protect.

The foregoing list of important factors does not include all such factors, nor necessarily present them in order of importance. In addition, you should consult other disclosures made by us (such as in our other filings with the SEC or in our press releases) for other factors that may cause actual results to differ materially from those projected by us. For additional information regarding risk factors that could affect our results, see “Risk Factors” beginning on page 18 of our 2024 Annual Report and “Risk Factors” on page 42 of this Report.

We intend the forward-looking statements to speak only as of the time of such statements and do not undertake or plan to update or revise such forward-looking statements as more information becomes available or to reflect changes in expectations, assumptions or results. We can give no assurance that such expectations or forward-looking statements will prove to be correct. An occurrence of, or any material adverse change in, one or more of the risk factors or risks and uncertainties referred to in this Report, could materially and adversely affect our results of operations, financial condition, liquidity, and future performance.

In this Report, unless the context otherwise requires, all references to “the Company,” “we,” “our” and “us” refer collectively to RYVYL Inc., a Nevada corporation, and its subsidiaries.

Our Management’s Discussion and Analysis and Results of Operations contains not only statements that are historical facts, but also statements that are forward-looking. Forward-looking statements are, by their very nature, uncertain and risky. These risks and uncertainties include international, national and local general economic and market conditions; demographic changes; our ability to successfully make and integrate acquisitions; our ability to consummate the proposed merger transaction with RTB Digital, Inc., raw material costs and availability; new product development and introduction; existing government regulations and changes in, or the failure to comply with, government regulations, including without limitation, our ability to maintain the listing of our common stock on the Nasdaq Capital Market; adverse publicity; competition; the loss of significant customers or suppliers; fluctuations and difficulty in forecasting operating results; changes in business strategy or development plans; business disruptions; the ability to attract and retain qualified personnel; the ability to protect technology; our ability to continue operating as a going concern; and other risks that might be detailed from time to time in our filings with the SEC.

Although the forward-looking statements in this Report reflect the good faith judgment of our management, such statements can only be based on facts and factors currently known by them. Consequently, and because forward-looking statements are inherently subject to risks and uncertainties, the actual results and outcomes may differ materially from the results and outcomes discussed in the forward-looking statements. You are urged to carefully review and consider the various disclosures made by us in this Report and in our other reports as we attempt to advise interested parties of the risks and factors that may affect our business, financial condition, results of operations and prospects.

### Going Concern

Substantial doubt exists as to our ability to continue as a going concern based on the fact that we do not have adequate working capital to finance our day-to-day operations. As described in the Notes to the Financial Statements included in our 2024 Form 10-K and in this Report, respectively, for the years ended December 31, 2024 and 2023, and the three and nine month periods ended September 30, 2025 and 2024, there is a substantial doubt about our ability to continue as a going concern. For the year ended December 31, 2024, we had a net loss of $26.8 million, and as of December 31, 2024, we had an accumulated deficit of $179.4 million. For the three months ended September 30, 2025, we had net loss of $2.0 million, and as of September 30, 2025, we had an accumulated deficit of $192.5 million.

In February 2024, the Company stopped processing credit card payments on its QuickCard platform because our processing partner’s bank informed them that they no longer wished to process payments for cannabis merchants. QuickCard was our first-generation product and was designed to address the needs of previously all-cash businesses. Although not limited to the cannabis industry, prior to discontinuing QuickCard, cannabis merchants made up a substantial majority of the platform’s processing volume. The decline in revenues resulting from the discontinuation of QuickCard has adversely impacted the Company’s liquidity. Also, until recently, the Company had relied on the repatriation of profits from its European subsidiaries to cover some of its critical operating expenses, which it is no longer able to do following the sale of its wholly owned subsidiary, Ryvyl EU, effective June 1, 2025. As a result, management has determined that its cash balance as of September 30, 2025, will not be sufficient to fund the Company’s operations and capital needs for the next 12 months from the date of this Report. These conditions raise substantial doubt about our ability to continue as a going concern. See “*Risk Factors - Our financial situation creates doubt whether we will continue as a going concern”.* The unaudited condensed consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

### Recent Developments

#### Compliance with Nasdaq’s Stockholders’ Equity Rule

As disclosed in our Current Report on Form 8-K filed with the SEC on April 11, 2025, we received a written notification from the Nasdaq Listing Qualifications Staff (the “Staff”) on April 8, 2025 notifying us that we were not in compliance with the minimum stockholders’ equity requirement of $2.5 million for continued listing on the Nasdaq Capital Market under Nasdaq Listing Rule 5550(b)(1)(the “Stockholders’ Equity Rule”). On May 21, 2025, the Company submitted a compliance plan to Nasdaq to regain compliance with Stockholders’ Equity Rule (the “Compliance Plan”), and on May 23, 2025, the Company received a letter from Nasdaq (the “Nasdaq Extension Letter”) stating that, based on the information presented in the Compliance Plan, Nasdaq determined to grant the Company an extension to regain compliance with such rule. Pursuant to the terms of the Nasdaq Extension Letter, the Company was required to raise financing and provide sufficient evidence to Nasdaq, on or before October 6, 2025, that the Company believes it is in compliance with Rule 5550(b)(1). On October 10, 2025, the Company received a written notification from the Staff that, based on the Company’s Current Report on Form 8-K filed with the SEC on October 7, 2025, the Staff determined that the Company regained compliance with the Stockholders’ Equity Rule.

#### Departure of Fredi Nisan as Chief Executive Officer and Director and Appointment of George Oliva as Interim Chief Executive Officer

As previously disclosed in the Current Report on Form 8-K filed by the Company with the SEC on October 1, 2025, the Company’s Chief Executive Officer, Fredi Nisan, informed the Company on September 25, 2025 of his retirement from his position, effective October 31, 2025, at which time George Oliva, the Company’s Chief Financial Officer, became the Company’s interim Chief Executive Officer. Also as previously disclosed in the Current Report on Form 8-K filed with the SEC on October 31, 2025, Mr. Nisan informed the Company on October 28, 2025 of his resignation as a director of the Company, effective October 30, 2025. Mr. Nisan’s departure from his positions was not the result of any disagreement with the Company related to its operations, policies or practices.

#### Executive Services Agreement with RTB

On November 10, 2025, the Company and RTB entered into an Executive Services Agreement (“Agreement”) pursuant to which the Company will provide RTB with executive oversight and project management relating to RTB’s accounting operations, including supervising, managing, and liaising with external auditors for annual audits and interim reviews. In consideration for the services to be provided, RTB will pay the Company specified hourly fees, as per the terms of the Agreement. The term of the Agreement is six (6) months and may be cancelled at any time by the parties’ mutual consent.

### RESULTS OF OPERATIONS

### Three Months Ended September 30, 2025 (Unaudited) Compared to Three Months September 30, 2024 (Unaudited):

### (In thousands, except for percentages)

|  | Three Months Ended September 30, 2025 Amount | % of Revenue | 2024 Amount | % of Revenue | Change Amount% |  |
| --- | ---: | ---: | ---: | ---: | ---: | ---: |
| Revenue | $2,786 | 100.0% | $2,832 | 100.0% | $(45) | (1.6)% |
| Cost of revenue | 1,393 | 50.0% | 1,765 | 62.3% | (372) | (21.1)% |
| Gross profit | 1,393 | 50.0% | 1,067 | 37.7% | 326 | 30.6% |
| **Operating expenses:** |  |  |  |  |  |  |
| Advertising and marketing | 17 | 0.6% | 29 | 1.0% | (12) | (41.4)% |
| Research and development | (216) | (7.8)% | 815 | 28.8% | (1,032) | (126.6)% |
| General and administrative | 924 | 33.2% | (102) | (3.6)% | 1,026 | (1,005.9)% |
| Payroll and payroll taxes | 1,240 | 44.5% | 2,292 | 80.9% | (1,052) | (45.9)% |
| Professional fees | 511 | 18.3% | 1,056 | 37.3% | (545) | (51.6)% |
| Stock compensation expense | 133 | 4.8% | 136 | 4.8% | (3) | (2.2)% |
| Depreciation and amortization | (12 | (0.4)% | 505 | 17.8% | (517) | (102.4)% |
| Impairment of intangible assets | (330) | (11.8)% | - | - | (330) | NM (1) |
| Restructuring charges | 937 | 33.6% | - | - | 936 | NM (1) |
| Total operating expenses | 3,204 | 115.0% | 4,731 | 167.1% | (1,527) | (32.3)% |
| **Loss from operations** | (1,811) | (65.0)% | (3,664) | (129.4)% | 1,853 | (50.6)% |
| **Other income (expense):** |  |  |  |  |  |  |
| Interest expense | (32) | (1.1)% | (345) | (12.2)% | 313 | (90.7)% |
| Accretion of debt discount | - | - | (273) | (9.6)% | 273 | (100.0)% |
| Legal settlements expense | (155) | (5.6)% | (1,598) | (56.4)% | 1,443 | (90.3)% |
| Other (expense) income | 45 | 1.6% | 48 | 1.7% | (3) | (6.3)% |
| Total other (expense), net | (142) | (5.1)% | (2,168) | (76.6)% | 2,026 | (93.5)% |
| Loss from continuing operations before income taxes | (1,953) | (70.1)% | (5,832) | (205.9)% | 3,879 | (66.5)% |
| Provision for income taxes | - |  | 450 | 15.9% | (450) | (100.0)% |
| Net loss from continuing operations | (1,953) | (70.1)% | (6,282) | (221.8)% | 4,329 | (68.9)% |
| (Loss) income from discontinued operations, net of tax | - | - | 1,108 | 39.1% | (1,108) | (100.0)% |
| **Net loss** | $(1,953) | (70.1)% | $(5,174) | (182.7)% | $3,221 | (62.3)% |

(1) Not Meaningful (“NM”)

### Revenue

Consolidated revenue decreased $0.05 million, or 1.6%, to $2.78 million for the three months ended September 30, 2025, from $2.83 million for the three months ended September 30, 2024. The relatively flat performance in consolidated revenue was primarily driven by changes in transaction volume product mix. Total transaction volume increased from $188.2 million in the quarter ended September 30, 2024, to $285.4 million in the quarter ended September 30, 2025, and was substantially driven by a 51.7% increase, or $97.3 million, in banking transaction volume, which carries a much lower residual rate relative to acquiring transactions.

### Cost of Revenue

Consolidated cost of revenue decreased $0.4 million, or 21.1%, to $1.4 million for the three months ended September 30, 2025, from $1.8 million for the three months ended September 30, 2024. Cost of revenue primarily consists of various fees charged by payment processors, fees paid to ISOs, and fees paid to banks for banking transactions. The relatively larger decrease in consolidated cost of revenue compared to consolidated revenue was primarily driven by a decrease in chargebacks activity for acquiring transactions in the quarter ended September 30, 2025, as well as the year-over-year changes in transaction volume product mix, as described above.

### Operating Expenses

Operating expenses decreased $1.5 million, or 32.3%, to $3.2 million for the three months ended September 30, 2025, from $4.7 million for the three months ended September 30, 2024. The decrease was primarily driven by decreases in research and development of $1.0 million, payroll and payroll taxes of $1.1 million, professional fees of $0.6 million, depreciation and amortization of $0.5 million. These decreases were primarily partially offset by increases in general and administrative expenses of $1.0 million and restructuring charges of $0.9 million.

### Other Expense, Net

Other expense, net, decreased by $2.0 million, or 93.4%, to $0.1 million for the three months ended September 30, 2025, from $2.2 million for the three months ended September 30, 2024. The decrease was primarily driven by decreases in legal settlements expense of $1.4 million, interest expense of $0.3 million, and accretion of debt discount of $0.3 million.

### Nine Months Ended September 30, 2025 (Unaudited) Compared to Nine Months September 30, 2024 (Unaudited):

### (In thousands, except for percentages)

|  | Nine Months Ended September 30, 2025 Amount | % of Revenue | 2024 Amount | % of Revenue | Change Amount% |  |
| --- | ---: | ---: | ---: | ---: | ---: | ---: |
| Revenue | $8,338 | 100.0% | $15,478 | 100.0% | $(7,140) | (46.1)% |
| Cost of revenue | 4,357 | 52.3% | 9,132 | 59.0% | (4,775) | (52.3)% |
| Gross profit | 3,981 | 47.7% | 6,346 | 41.0% | (2,365) | (37.3)% |
| **Operating expenses:** |  |  |  |  |  |  |
| Advertising and marketing | 22 | 0.3% | 62 | 0.4% | (40) | (64.5)% |
| Research and development | 362 | 4.3% | 3,027 | 19.6% | (2,665) | (88.0)% |
| General and administrative | 3,412 | 40.9% | 2,640 | 17.1% | 772 | 29.2% |
| Payroll and payroll taxes | 4,359 | 52.3% | 7,365 | 47.6% | (3,006) | (40.8)% |
| Professional fees | 2,196 | 26.3% | 3,351 | 21.7% | (1,155) | (34.5)% |
| Stock compensation expense | 629 | 7.5% | 542 | 3.5% | 87 | 16.1% |
| Depreciation and amortization | 229 | 2.7% | 1,504 | 9.7% | (1,275) | (84.8)% |
| Impairment of goodwill | - | - | 6,675 | 43.1% | (6,675) | (100.0)% |
| Impairment of intangible assets | 758 | 9.1% | - | - | 758 | NM (1) |
| Restructuring charges | 1,510 | 18.1% | 1,636 | 10.6% | (126) | (7.7)% |
| Total operating expenses | 13,477 | 161.6% | 26,802 | 173.2% | (13,325) | (49.7)% |
| **Loss from operations** | (9,496) | (113.9)% | (20,456) | (132.2)% | 10,960 | (53.6)% |
| **Other income (expense):** |  |  |  |  |  |  |
| Interest expense | (1,785) | (21.4)% | (497) | (3.2)% | (1,288) | 259.2% |
| Accretion of debt discount | (150) | (1.8)% | (1,978) | (12.8)% | 1,828 | (92.4)% |
| Changes in fair value of derivative liability | - | - | 14 | 0.1% | (14) | (100.0)% |
| Derecognition expense on conversion of convertible debt | 176 | 2.1% | (69) | (0.4)% | 245 | (355.1)% |
| Legal settlements expense | (155) | (1.9)% | (1,598) | (10.3)% | 1,443 | (90.3)% |
| Other income | 71 | 0.9% | 147 | 0.9% | (76) | (51.7)% |
| Total other (expense), net | (1,843) | (22.1)% | (3,981) | (25.7)% | 2,138 | (53.7)% |
| Loss from continuing operations before income taxes | (11,339) | (136.0)% | (24,437) | (157.9)% | 13,098 | (53.6)% |
| Provision for income taxes | 305 | 3.7% | 616 | 4.0% | (311) | (50.5)% |
| Net loss from continuing operations | (11,644) | (139.6)% | (25,053) | (161.9)% | 13,409 | (53.5)% |
| (Loss) income from discontinued operations, net of tax | (1,472) | (17.7)% | 5,079 | 32.8% | (6,551) | (129.0)% |
| **Net loss** | $(13,116) | (157.3)% | $(19,974) | (129.0)% | $6,858 | (34.3)% |

(1) Not Meaningful (“NM”)

### Revenue

Consolidated revenue decreased $7.1 million, or 46.1%, to $8.3 million for the nine months ended September 30, 2025, from $15.5 million for the nine months ended September 30, 2024. The consolidated decrease in revenue was primarily driven by the previously disclosed loss of revenue associated with the Company’s QuickCard product transition during the first quarter of 2024. Total transaction volume increased from $592.7 million in the nine months ended September 30, 2024, to $719.9 million in the nine months ended September 30, 2025. The increase in transaction volume was driven by an increase of 113.6%, or $220.9 million, in banking transaction volume that was partially offset by a decrease of 23.4%, or $93.0 million, in acquiring transaction volume attributable to the adverse impact associated with the QuickCard product transition noted above.

### Cost of Revenue

Consolidated cost of revenue decreased $4.8 million, or 52.3%, to $4.0 million for the nine months ended September 30, 2025, from $6.4 million for the nine months ended September 30, 2024. Cost of revenue primarily consists of various fees charged by payment processors, fees paid to ISOs, and fees paid to banks for banking transactions. The decrease in consolidated cost of revenue is consistent with the decline in revenue primarily associated with the QuickCard product transition, as discussed above.

### Operating Expenses

Operating expenses decreased $13.3 million, or 49.7%, to $13.5 million for the nine months ended September 30, 2025, from $26.8 million for the nine months ended September 30, 2024. The decrease was primarily driven by decreases in research and development of $2.7 million, payroll and payroll taxes of $3.0 million, professional fees of $1.2 million, depreciation and amortization of $1.3 million, and impairment of goodwill of $6.7 million. These decreases were partially offset by increases in general and administrative expenses of $0.8 million and intangible assets impairment charges of $0.8 million.

### Other Expense

Other expense, net, decreased $2.1 million, or 53.7%, to $1.8 million for the nine months ended September 30, 2025, from $4.0 million for the nine months ended September 30, 2024. The decrease was primarily driven by decreases in accretion of debt discount of $1.8 million and legal settlements expense of $1.4 million, which were partially offset by an increase in interest expense of $1.3 million.

### Liquidity and Capital Resources

The Company’s consolidated working capital at September 30, 2025 was ($4.2) million, which included cash of $1.2 million and restricted cash of $16.6 million. Historically, the Company has financed its operations with proceeds from cash from operations, the sales of equity securities, and proceeds from its $100 million Note issued in November 2021. Our material liquidity needs principally relate to working capital requirements.

As further described in the subsection titled “section, Going Concern” above, since the first quarter of 2024, the Company’s liquidity has been adversely impacted by the decline in revenues related to the discontinuation of its QuickCard product. As also noted therein, until recently, the Company had relied on the repatriation of profits from its European subsidiaries to cover some of its critical operating expenses in North America, which it is no longer able to do following the sale of its wholly owned subsidiary, Ryvyl EU, effective June 1, 2025. As a result, management has determined that its cash balance as of September 30, 2025, will not be sufficient to fund its operations and capital needs for the next 12 months from the date of this Report. The Company’s ability to successfully address this liquidity shortfall is contingent upon the successful execution of management’s intended plan over the next twelve months, which includes, but is not limited to, the following:

- raising additional capital through a variety of means, including private and public equity offerings and debt financings. The Company recently executed multiple successful capital raises in July 2025 and October 2025 (see Note 17, *Subsequent Events*) and continues to be actively engaged in discussions with multiple parties for additional funding opportunities;
- exploring strategic initiatives, including M&A opportunities; on September 28, 2025, the Company, Ryvyl Merger Sub Inc. (a Delaware corporation and wholly owned direct subsidiary of the Company (“Merger Sub”), and RTB Digital, Inc., a Delaware corporation (“RTB”), entered into an Agreement and Plan of Merger pursuant to which Merger Sub will merge with and into RTB (the “Merger”), with RTB surviving the Merger as a wholly-owned subsidiary of the Company (See Note 15, *Commitments and Contingencies*, for additional details);
- continued execution of its accelerated business development efforts to drive volumes in diversified business verticals with the Company’s other products; and
- continued implementation of cost control measures to more effectively manage spending and further right-sizing the organization, where appropriate.

Management has assessed that its intended plan described above, if successfully implemented, is appropriate and sufficient to address its liquidity shortfall and to provide funds to cover operations for the next 12 months from the date of the issuance of this Report. However, 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.

### Cash Flow Activities

The following table summarizes cash flow activities for the periods presented (in thousands):

|  | Nine Months Ended September 30, 2025 | 2024 |
| --- | ---: | ---: |
| Cash (used in) provided by operating activities | $(6,200) | $19,119 |
| Cash used in investing activities | (76,351) | (1,226) |
| Cash provided by (used in) financing activities | 7,353 | (207) |
| Effects of exchange rates on cash and restricted cash | 904 | 479) |
| Net (decrease) increase in cash and restricted cash | $(74,294) | $18,165 |

*Operating Activities –* Net cash used in operating activities for the nine months ended September 30, 2025, while cash provided by operating activities for the nine months ended September 30, 2024, was $19.1 million. The net cash used and provided by operating activities was primarily driven by the timing of settlement of assets and liabilities.

*Investing Activities –* Net cash used in investing activities for the nine months ended September 30, 2025 and 2024 was $76.4 million and $1.2 million, respectively. The net cash used in investing activities for the nine months ended September 30, 2025, primarily relates to cash transferred to the purchaser in connection with the sale of Ryvyl EU. Net cash used in investing activities for the nine months ended September 30, 2024, primarily related to capitalized software development costs.

*Financing Activities –* Net cash provided by financing activities during the nine months ended September 30, 2025 was $7.4 million and was primarily driven by proceeds from a short-term note payable obtained by the Company in connection with the January 2025 SPA, partially offset by the partial repayment of the Note. Net cash used in financing activities during the nine months ended September 30, 2024, was negligible.

### Critical Accounting Estimates

We prepare our consolidated financial statements in accordance with accounting principles generally accepted in the U.S. (“GAAP”). GAAP requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. We base our estimates on historical experience, anticipated future trends, and other assumptions we believe to be reasonable under the circumstances. Because these estimates require significant judgment, our actual results may differ materially from our estimates.

## Market risk

As filed, 163 characters.

We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information otherwise required under this Item.

## Controls and procedures

As filed, 1,584 characters.

#### Evaluation of Disclosure Controls and Procedures

Regulations under the Exchange Act require public companies to maintain “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act. Disclosure controls and procedures include, without limitation, controls and other procedures that are designed to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act is accumulated and timely communicated to management, including our Chief Executive Officer (our principal executive officer) and Chief Financial Officer (our principal financial officer), to allow timely decisions regarding required disclosure. Our management, with the participation of our Chief Executive Officer and our Chief Financial Officer, conducted an evaluation of the effectiveness of our disclosure controls and procedures as of the end of the period covered by this Report. Based on their evaluation as of September 30, 2025, our Chief Executive Officer and our Chief Financial Officer concluded that our disclosure controls and procedures were effective at a reasonable assurance level as of such date.

#### Changes in Internal Control Over Financial Reporting

There were no changes in our internal control over financial reporting identified in connection with the evaluation required by Rules 13a-15(e) and 15d-15(e) of the Exchange Act that occurred during the period covered by this Report that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

## Risk factors

As filed, 17,836 characters.

Other than the newly identified risk factors described below, there have been no material changes with respect to risk factors previously disclosed in the Company’s 2024 Annual Report.

***Our financial situation creates doubt whether we will continue as a going concern.***

As described in the notes to our consolidated financial statements included in our 2024 Form 10-K and the notes to our interim condensed consolidated financial statements included in this Report, respectively, for the years ended December 31, 2024, and 2023, and the nine month periods ended September 30, 2025 and 2024, there is a substantial doubt about our ability to continue as a going concern. For the year ended December 31, 2024, we had a net loss of $26.8 million, and as of December 31, 2024, we had an accumulated deficit of $179.4 million. For the three months ended September 30, 2025, we had a net loss of $2.0 million, and as of September 30, 2025, we had an accumulated deficit of $192.5 million. Also, until recently, we had relied on the repatriation of profits from our European subsidiaries to cover some of our critical operating expenses, which we are no longer able to do following the sale of our wholly owned subsidiary, Ryvyl EU, effective June 1, 2025. As a result, management has determined that our cash balance as of September 30, 2025, will not be sufficient to fund our operations and capital needs for the next 12 months from the date of this Report. These conditions raise substantial doubt about our ability to continue as a going concern. There can be no assurances that we will be able to achieve a level of revenues adequate to generate sufficient cash flow from operations or additional financing through private placements, public offerings and/or bank financing necessary to support our working capital requirements. To the extent that funds generated from any private placements, public offerings and/or bank financing are insufficient, we will need to raise additional working capital. No assurance can be given that additional financing will be available, or if available, that we will be able to secure any such financing on acceptable terms. If adequate working capital is not available, we may be forced to discontinue operations.

***If we are not able to comply with the applicable continued listing requirements or standards of Nasdaq, our common stock could be delisted from Nasdaq.***

Our common stock is currently listed on Nasdaq. In order to maintain that listing, we must satisfy minimum financial and other continued listing requirements and standards, including those regarding director independence and independent committee requirements, minimum stockholders’ equity, minimum share price, and certain corporate governance requirements. There can be no assurances that we will be able to comply with the applicable listing standards of Nasdaq.

As disclosed in our Current Report on Form 8-K filed with the SEC on April 11, 2025, we received a written notification from the Nasdaq Listing Qualifications Staff (the “Staff”) on April 8, 2025 notifying us that we were not in compliance with the minimum stockholders’ equity requirement of $2.5 million for continued listing on the Nasdaq Capital Market under Nasdaq Listing Rule 5550(b)(1)(the “Stockholders’ Equity Rule”). On May 21, 2025, the Company submitted a compliance plan to Nasdaq to regain compliance with Stockholders’ Equity Rule (the “Compliance Plan”), and on May 23, 2025, the Company received a letter from Nasdaq (the “Nasdaq Extension Letter”) stating that, based on the information presented in the Compliance Plan, Nasdaq determined to grant the Company an extension to regain compliance with such rule. Pursuant to the terms of the Nasdaq Extension Letter, the Company was required to raise financing and provide sufficient evidence to Nasdaq, on or before October 6, 2025, that the Company believes it is in compliance with Rule 5550(b)(1). On October 10, 2025, the Company received a written notification from the Staff that, based on the Company’s Current Report on Form 8-K filed with the SEC on October 7, 2025, the Staff determined that the Company regained compliance with the Stockholders’ Equity Rule.

Additionally, on June 12, 2025, the Company received a notice from Nasdaq notifying the Company that, because the closing bid price for the common stock was below $1.00 per share for 30 consecutive business days, the Company was not in compliance with Nasdaq Lising Rule 5550(a)(2) (the “Minimum Bid Price Requirement”). The Company has been provided an initial compliance period of 180 calendar days, or until December 9, 2025, to regain compliance with the Minimum Bid Price Requirement. If the Company does not regain compliance by December 9, 2025, the Company may be eligible for an additional grace period.

During such compliance period, the common stock will continue to trade on the Nasdaq Capital Market. The Company has been diligently working on a plan to regain and maintain compliance with the Minimum Bid Price Requirement. There are no assurances that the Company will be able to regain or maintain compliance with any listing standards of Nasdaq or that Nasdaq will grant the Company any additional extension of time to regain compliance with any such listing requirements.

In the event that our common stock is delisted from Nasdaq due to a failure to regain compliance with the Minimum Bid Price Requirement, or to comply with any other requirement for continued listing on Nasdaq, and our Common Stock is not eligible for listing on another exchange, trading in the shares of our common stock could be conducted in the over-the-counter market established for unlisted securities such as markets operated by the OTC Markets Group Inc. In such event, it could become more difficult to trade or obtain accurate price quotations for our common stock. Also, it may be difficult for us to raise additional capital if we are not listed on a national exchange.

### The Series C Preferred Stock has a liquidation preference over our common stock.

The Series C Preferred Stock has a liquidation preference that gets paid prior to any payment on our common stock. As a result, if we were to liquidate, dissolve or wind-up, each holder of our Series C Preferred Stock would have the right to receive payment out of our assets available for distribution, before any amount is paid to the holders of our common stock, in an amount in cash equal to the aggregate liquidation value of all of the shares of preferred stock held by such holder. Holders of the Series C Preferred Stock will not be entitled to dividends. The payment of the liquidation preferences on the Series C Preferred Stock could result in holders of our common stock not receiving any proceeds if we were to liquidate, dissolve or wind up, either voluntarily or involuntarily.

The existence of the liquidation preferences may reduce the value of our common stock, make it harder for us to sell shares of common stock in offerings in the future, or prevent or delay a change of control.

### Risks Related to the Proposed Merger with RTB

***We may fail to realize all of the anticipated benefits of the proposed Merger with RTB.***

The success of the proposed Merger with RTB, will depend, in part, on our ability to realize the anticipated benefits from combining the businesses of the Company with RTB. To realize these anticipated benefits, however, we must successfully combine the businesses of the Company with RTB. If we are unable to successfully combine the businesses of the Company with RTB, the anticipated benefits and any cost savings of the Merger may not be realized fully or at all or may take longer to realize than expected. There is no guarantee that any cost saving or other economic benefits will occur, and we may incur unanticipated charges or make payments that were not previously contemplated.

The Company and RTB have operated, and, until the completion of the Merger, will continue to operate, independently. It is possible that the integration process could result in the loss of key employees and the disruption of each of the Company’s and RTB’s ongoing business, or inconsistencies in standards, controls, procedures, and policies that adversely affect the Company’s and RTB’s ability to maintain their relationships with their respective clients, customers, and employees, which could have a negative impact on our ability to achieve the anticipated benefits of the Merger. Integration efforts between the two companies may, to some extent, also divert management’s attention and resources. These integration matters could have an adverse effect on each of the Company and RTB during such transition period.

***The pendency of the Merger could materially and adversely affect the business and operations of the Company and RTB.***

Prior to the effective time of the Merger, some customers, potential customers, or vendors of each of the Company and of RTB may delay or defer decisions regarding whether to do business or continue to do business with us or RTB, as applicable, which could materially and adversely affect the revenues or potential revenues, earnings or potential earnings, cash flows, expenses, and prospects of the Company and RTB, regardless of whether the Merger is completed.

Further, the pursuit of the Merger and the preparation for the integration in connection therewith may place a burden on each of the Company’s and RTB’s management and internal resources. Any significant diversion of management attention away from ongoing business concerns and any difficulties encountered in the transition and integration process could have a material adverse effect on each company’s business, financial condition, and results of operations.

***The market price of our common stock may decline as a result of the proposed Merger.***

The market price of our common stock may decline as a result of the proposed Merger with RTB if we do not achieve the perceived benefits of thereof or the effect of the proposed transaction on our financial results is not consistent with the expectations of financial or industry analysts. In addition, upon completion of the Merger, our and RTB’s stockholders will own interests in a combined company operating an expanded business with a different mix of assets, risks, and liabilities. Our existing stockholders may not wish to continue to invest in the Company subsequent to the consummation of the proposed Merger, or for other reasons may wish to dispose of some or all of their shares of our common stock.

***The market price of our common stock after the proposed Merger with RTB may be affected by factors different from those currently affecting our shares of common stock.***

The businesses of the Company, on the one hand, and RTB, on the other hand, differ and, accordingly, the results of operations of the Company subsequent to the completion of the proposed Merger and the market price of our common stock may be affected by factors different from those currently affecting the independent results of operations and market price of our common stock.

***If the proposed Merger with RTB is not completed, we will have incurred substantial expenses without realizing the expected benefits.***

We have incurred substantial expenses in connection with the execution of the transaction agreements and the transactions contemplated thereby, including the Merger. The completion of the Merger depends on the satisfaction of specified conditions, including the receipt of the requisite approval of our stockholders. There is no guarantee that these conditions will be met. If the Merger and the other transactions contemplated by the transaction agreements are not completed, these expenses could have a material adverse impact on our financial condition because it would not have realized the expected benefits for which these expenses were incurred.

In addition, if the Merger is not completed, we may experience negative reactions from the financial markets and from our stockholders, customers, and employees. We also could be subject to litigation related to any failure to complete the Merger or to enforcement proceedings commenced against us to perform our obligations under the Merger Agreement. We cannot assure you that if the proposed transaction is not completed that the risks discussed in this Report will not materialize and will not materially affect our business and financial results and the market price of our common stock.

***Failure to consummate the Merger and the other transactions contemplated by the transaction agreements as currently contemplated or at all could materially and adversely affect us.***

The consummation of the Merger and the other transactions contemplated by the transaction agreements may be delayed, the Merger and the other transactions contemplated by the transaction agreements may be consummated on terms different than those contemplated by the transaction agreements, or the Merger and the other transactions contemplated by the transaction agreements may not be consummated at all. Failure to consummate the Merger and the other transactions contemplated by the transaction agreements would prevent our stockholders from realizing the anticipated benefits of the Merger and the other transactions contemplated by the transaction agreements. In addition, a failure to consummate the Merger could result in a significant decline in the market price of our common stock and a negative perception of the Company generally, and would materially and adversely affect our future business and financial results. Any delay in the consummation of the Merger and the other transactions contemplated by the transaction agreements or any uncertainty about the consummation of the Merger and the other transactions contemplated by the transaction agreements on terms different than those contemplated by the Merger Agreement and the other transaction agreements or at all could also materially and adversely affect the market price of our common stock and our future business and financial results.

***The consummation of the Merger and the other transactions contemplated by the Merger Agreement are subject to a number of conditions, which, if not satisfied or waived, would adversely impact the parties’ ability to complete the Merger and the other transactions contemplated by the Merger Agreement.***

The Merger and the other transactions contemplated by the Merger Agreement are subject to certain closing conditions, including, among others, requisite stockholder approvals. There can be no assurance that these conditions will be satisfied or waived, if permitted. Therefore, there can be no assurance with respect to the timing of the closing of the Merger and the other transactions contemplated by the Merger Agreement or that the Merger and the other transactions contemplated by the Merger Agreement will be completed at all.

***The relative ownership position of our stockholders will be diluted as a result of the Merger.***

The Merger will dilute the ownership position of our existing stockholders. Immediately following the closing of the transactions contemplated by the Merger Agreement, including the Merger, and without taking into account certain additional shares of common stock issued in consideration for the Merger, (i) the aggregate number of shares of common stock issued to the former stockholders and other equity holders of RTB as consideration for the Merger is expected to represent approximately 84.85% of the outstanding equity interests of the combined companies and (ii) Company equity holders as of immediately prior to the Merger are expected to own approximately 15.15% of the outstanding equity interests of the combined companies. Consequently, our existing stockholders, as a general matter, will have less influence over our management and policies after the effective time of the Merger than they currently exercise over our management and policies.

***The Merger will result in changes to the Company’s board of directors and management team that may affect the Company’s business strategy post-Merger as compared to its current business strategy.***

If the parties complete the Merger, the composition of the Company’s board of directors and management team may change from the respective current Board and management team. The Board of Directors of the combined companies will be reconstituted to consist of seven (7) members, six (6) of whom will be identified by RTB prior to the closing of the Merger, with Brett Moyer continuing to serve on the Company’s board of directors after such closing. The new composition of the Company’s board of directors and management team may affect our business strategy and operating decisions subsequent to the consummation of the Merger.

***Our future results will suffer if we do not effectively manage the increased scale of the combined company’s operations and its optimization and expansion opportunities following the Merger.***

Following the Merger, the combined company will be larger and more diverse than it is currently. Its future success will depend, in part, upon our ability to manage its optimization and expansion opportunities, which may pose substantial challenges for us to integrate new operations into our existing business in an efficient and timely manner, and upon our ability to successfully monitor our operations, costs, regulatory compliance, and to maintain other necessary internal controls. There is no assurance that the combined company’s optimization and expansion opportunities will be successful, or that it will realize its expected operating efficiencies, cost savings, revenue enhancements, synergies, or other expected benefits of the proposed Merger with RTB.

Filed Nov 14, 2025.
Source: SEC EDGAR, the filing index for accession 0001185185-25-001745. Last ingested by Listed: Nov 4, 2026, 18:58 ET. No prices; not investment advice.