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RYVYL Inc

For the period ended Dec 31, 2023. Filed Mar 26, 2024.

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About this filing

A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.

FY2023 · Filed Mar 26, 2024

RTB$5.78-5.5%Stored close · as of Nov 10, 2026

Extracted filing text, with the paragraph anchors used by the comparison.

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Contents

Item 15. Exhibits and Financial Statement Schedules

The following documents are filed as part of this Report:

a)Financial Statements:

Our financial statements and the Report of Independent Registered Public Accounting Firm are included herein on page F-1.

b)Financial Statement Schedules:

The financial statement schedules are omitted as they are either not applicable or the information required is presented in the financial statements and notes thereto on page F-1.

c)Exhibits:
Incorporated by · Filed or
Exhibit · Reference · Furnished
Number · Exhibit Description · Form · Exhibit · Filing Date · Herewith
3.1Amended and Restated Articles of Incorporation, filed October 10, 20228-K3.110/13/2022
32Certificate of Change, filed September 6, 20238-K3.109/06/2023
3.3Certificate of Amendment to Amended and Restated Articles of Incorporation, filed November 3, 20238-K3.111/03/2023
3.4Amended and Restated Bylaws, adopted effective October 6, 20228-K3.210/13/2022
4.1Form of Base Indenture between GreenBoxPOS and Wilmington Savings Fund Society, FSB8-K4.111/03/2021
4.2Form of First Supplemental Indenture8-K4.211/03/2021
4.3Form of 8% Senior Convertible Note Due 20238-K4.311/03/2021
4.4Description of Securities10-K4.404/17/2023
4.5Certificate of Designations of Rights and Preferences of Series A Convertible Preferred Stock of RYVYL Inc.8-K10.307/26/2023
4.6Certificate of Designations of Rights and Preferences of Series B Convertible Preferred Stock of RYVYL Inc.8-K10.112/04/2023
10.1+Form of Board of Directors Agreement entered into on February 16, 2021, by and between the Company and each of Ms. Baer and Messrs. Caragol and Laniado8-K10.102/19/2021
10.2+2020 Incentive and Nonstatutory Stock Option PlanS-84.109/03/2020
10.3+2021 Incentive and Nonstatutory Stock Option PlanS-84.107/13/2021
10.4+Amendment Agreement No. 1 to Share Purchase Agreement by and between GreenBox POS, and certain individuals named therein, made as of March 24, 2021.8-K10.103/31/2022
10.5Asset Purchase Agreement, signed March 31, 2022, between GreenBox POS and Sky Financial and Intelligence, LLC8-K10.104/06/2022
10.6Restructuring Agreement, dated August 16, 2022 between GreenBox POS and the Investor8-K10.108/16/2022
10.7April 2021 Sublease Agreement with regard to 3131 Camino del Rio North, Suite 1400, San Diego, CA 9210810-Q10.311/15/2021
10.8Securities Purchase Agreement, dated November 2, 2021, between GreenBoxPOS and the Investors8-K10.111/03/2021
10.9Agreement and Waiver, dated January 28, 2022, between GreenBoxPOS and the Investor8-K10.101/31/2022
10.10Form of First Exchange Agreement, dated July 25, 2023, between RYVYL Inc. and the Investor8-K10.107/26/2023
10.11Form of Leak-Out Agreement8-K10.207/26/2023
Incorporated by · Filed or
Exhibit · Reference · Furnished
NumberExhibit DescriptionFormExhibitFiling DateHerewith
10.12Amendment No. 1 to First Exchange Agreement, dated August 18, 2023, between RYVYL Inc. and the Investor8-K10.1208/18/2023
10.13Amendment No. 2 to First Exchange Agreement, dated August 25, 2023, between RYVYL Inc. and the Investor8-K10.1308/28/2023
10.14Form of Second Exchange Agreement, dated November 27, 2023, between RYVYL Inc. and the Investor8-K10.1411/28/2023
10.15Long-Term Incentive Plan8-K10.1511/21/2023
14.1Code of Business Conduct and Ethics8-K14.102/19/2021
19.1Insider Trading Compliance Manual, adopted February 15, 2024X
21.1List of Subsidiaries10-K21.104/17/2023
23.1Consent of Independent Registered Public Accounting FirmX
31.1Certification of Principal Executive Officer Pursuant to Exchange Act Rule 13a-14(a), As adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002X
31.2Certification of Principal Financial Officer Pursuant to Exchange Act Rule 13a-14(a), As adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002X
32.1*Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, As adopted Pursuant to Section 906 of the Sarbanes-Oxley Act 2002X
32.2*Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, As adopted Pursuant to Section 906 of the Sarbanes-Oxley Act 2002X
97.1Executive Compensation Clawback Policy, adopted November 28, 2023X
101.INSInline XBRL Instance DocumentX
101.SCHInline XBRL Taxonomy Extension SchemaX
101.CALInline XBRL Taxonomy Extension Calculation LinkbaseX
101.DEFInline XBRL Taxonomy Extension Definition LinkbaseX
101.LABInline XBRL Taxonomy Extension Label LinkbaseX
101.PREInline XBRL Taxonomy Extension Presentation LinkbaseX
104Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
  • Management contracts or compensation plans or arrangements in which directors or executive officers are eligible to participate.
  • In accordance with SEC Release 33-8238, Exhibits 32.1 and 32.2 are being furnished and not filed.
ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.