RYVYL Inc.
For the period ended Jun 30, 2025. Filed Aug 14, 2025.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Jun 30, 2025 · Filed Aug 14, 2025
RTB$6.08+2.2%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2025-03-31; filed 2025-05-20.
0001185185-25-000525
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2025-06-30; filed 2025-08-14.
0001185185-25-000998
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 59 previous paragraphs and 50 current paragraphs.
22 unchanged; 8 reworded; 19 added; 29 removed; 0 previous and 1 current paragraphs rearranged.
Tables are not compared: 8 previous and 8 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (19)
Current report
Factors and Trends Affecting our Business
Current report
RYVYL Inc. is a fintech business that has historically focused on cloud-based payment processing for high-risk vertical markets, pharmaceutical products, adult content, eCommerce, and rural retail. At our revenue peak in the fourth quarter of 2023, we processed over 1 million cannabis transactions per month with over $12 million of revenue, or $48 million annualized, with a gross margin of approximately 40%. It was our most lucrative vertical market. Our other legacy business provides approximately $12 million of annual revenue in the U.S. If we recover to our late 2023 levels, management believes that annualized revenue would be approximately $60 million and would generate approximately $24 million of gross profits. In order to re-engage in this lucrative market, we are considering alternatives to credit card processing for this vertical, such as a digital wallet to wallet payment system where consumers are required to fund a digital wallet via ACH payments or utilize prepaid cards. The challenge of this method is that it is difficult to predict the time required for consumer adoption. However, management believes that the demand for processing cannabis payments is very strong and other payment processors continue to have difficulty with banking and compliance issues. We have access to over 1,500 cannabis merchants and numerous ISO agents who specialize in cannabis.
Current report
As a result of the sale of our European subsidiary, Ryvyl EU, the Company’s management is actively pursuing steps to enhance its existing business plan (the “Enhanced Plan”). The Company is currently exploring opportunities to acquire entities with existing technology that is complementary to the Company’s technology, including, pursuant to a business combination, with a view to acquire digital assets that the Company expects will support the Enhanced Plan. We are also considering adopting a Crypto Treasury Allocation policy. Management believes that this strategic pivot leverages our blockchain tokenization infrastructure and aligns with evolving market demands. Potential benefits include:
Current report
There are no assurances that the Enhanced Plan would result in a significant benefit to the Company. The terms of the Enhanced Plan may be contingent on certain conditions, including completion of a due diligence review and the negotiation of definitive transaction documents. In addition, the Enhanced Plan, particularly if it involves an acquisition, may be dependent upon the Company raising additional capital which would require shareholder approval of (i) the acquisition, (ii) a potential increase in the authorized amount of common stock of the Company, and (iii) a potential reverse split of the common stock of the Company.
Current report
In addition, as a result of the sale of Ryvyl EU, we have reduced expenses by reducing the number of our employees by approximately 42% since March 28, 2025 (the date of filing of our Annual Report on Form 10-K for the year ended December 31, 2024), terminating engineering projects intended primarily for our former European subsidiary, and by reducing legal expenses by reducing the number of law firms we engage and cancelling projects, overall reducing expenses by approximately $1.2 million per quarter, which are expected to significantly reduce our expenses beginning in the second half of 2025.
Current report
(In thousands, except for percentages)
Current report
Consolidated revenue decreased $0.2 million, or 6.4%, to $2.8 million for the three months ended June 30, 2025, from $3.0 million for the three months ended June 30, 2024. The consolidated decrease in revenue was primarily driven by changes in transaction volume product mix. Total transaction volume increased from $152.6 million in the quarter ended June 30, 2024, to $256.8 million in the quarter ended June 30, 2025, and was primarily driven by an 86% increase, or $89.6 million, in banking transaction volume, which carries a much lower residual rate relative to acquiring transactions.
Current report
Consolidated cost of revenue decreased $0.3 million, or 15.3%, to $1.6 million for the three months ended June 30, 2025, from $1.9 million for the three months ended June 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 was primarily driven by the changes in processing volumes, as described above.
Current report
Operating expenses decreased $10.0 million, or 68.9%, to $4.5 million for the three months ended June 30, 2025, from $14.5 million for the three months ended June 30, 2024. The decrease was primarily driven by decreases in research and development of $0.7 million, payroll and payroll taxes of $1.7 million, professional fees of $0.6 million, impairment of goodwill of $6.7 million, and restructuring charges of $1.5 million. These decreases were partially offset an increase in impairment of intangible assets of $1.1 million.
Current report
Other expense decreased by $0.5 million, or 57.9%, to $0.4 million for the three months ended June 30, 2025, from $0.9 million for the three months ended June 30, 2024. The decrease was primarily driven by a decrease in accretion of debt discount of $0.8 million that was partially offset by an increase interest expense of $0.4 million.
Current report
(In thousands, except for percentages)
Current report
Revenue
Current report
Consolidated revenue decreased $7.1 million, or 56.1%, to $5.6 million for the six months ended June 30, 2025, from $12.6 million for the six months ended June 30, 2024. The consolidated decrease in revenue was primarily driven by changes in transaction volume product mix year-over-year. Total transaction volume increased from $391.6 million in the six months ended June 30, 2024, to $434.5 million in the six months ended June 30, 2025, which was driven by an increase of 302.3%, or $129.6 million, in banking transaction volume that was partially offset by a decrease of 202.3%, or $86.7 million, in acquiring and other transaction volume that is primarily attributable to the adverse impact associated with the previously disclosed QuickCard product transition during the first quarter of 2024.
Current report
Cost of Revenue
Current report
Consolidated cost of revenue decreased $4.4 million, or 59.8%, to $3.0 million for the six months ended June 30, 2025, from $7.4 million for the six months ended June 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 was primarily driven by the decrease in processing volumes, as noted above.
Current report
Operating Expenses
Current report
Operating expenses decreased $11.8 million, or 53.4%, to $10.3 million for the six months ended June 30, 2025, from $11.8 million for the six months ended June 30, 2024. The decrease was primarily driven by decreases in research and development of $1.6 million, payroll and payroll taxes of $2.0 million, professional fees of $0.6 million, depreciation and amortization of $0.8 million, impairment of goodwill of $6.7 million, and restructuring charges of $1.1 million. These decreases were partially offset an increase in impairment of intangible assets of $1.1 million.
Current report
Other Expense
Current report
Other expense increased $0.1 million, or 6.2%, to $1.7 million for the six months ended June 30, 2025, from $1.8 million for the six months ended June 30, 2024. The decrease was primarily driven by an increase in interest expense of $1.6 million that was more than offset by decreases in accretion of debt discount of $1.6 million and derecognition expense upon conversion of convertible debt of $0.2 million.
Removed paragraphs (29)
Previous report
Preferred Stock Repurchase and Note Repayment Agreement and Non-Payment of Second Installment for Note Repayment Agreement
Previous report
On January 23, 2025, the Company entered into a Preferred Stock Repurchase and Note Repayment Agreement (the “Repurchase Agreement”) with a securityholder of the Company (the “Securityholder”), which provides for repayment of the outstanding balance of an 8% Senior Convertible Note issued to the Securityholder on November 8, 2021 (the “Note”), which Note was originally due on November 5, 2023, and which maturity date was extended through April 5, 2026, pursuant to subsequent extensions provided by the Securityholder. Additionally, pursuant to two Exchange Agreements between the Company and the Securityholder entered into on July 25, 2023, and November 27, 2023, respectively, a portion of the outstanding balance of the Note was exchanged for 55,000 shares of the Company’s Series B Convertible Preferred Stock, par value $0.01 per share (the “Series B Preferred Shares”).
Previous report
Pursuant to terms of the Repurchase Agreement, in consideration for an aggregate payment of $17.0 million by the Company to the Securityholder (the “Repurchase Price”), (i) the entire outstanding principal balance of the Note, including all accrued and unpaid interest, shall be deemed to have been paid and (ii) all outstanding Series B Preferred Shares held by the Securityholder will be repurchased by the Company.
Previous report
The Repurchase Agreement provided for the payment of the Repurchase Price in two installments, the first in the amount of $13.0 million (the “First Installment”), which was paid on January 27, 2025. The second installment, in the amount of $4.0 million (the “Second Installment”), was due and payable on or before April 30, 2025 (the “Second Installment Date”), and the maturity date of the Note was advanced to such date. Upon the payment of the First Installment, all Series B Preferred Shares held by the Securityholder were repurchased.
Previous report
The Repurchase Agreement further provides that, during the period from the payment of the First Installment until the Second Installment Date, no interest accrued on the remaining balance of the Note and certain restrictive covenants under the Note were temporarily waived. The Second Installment of the Note in the amount of $4.0 million was due and payable on or before April 30, 2025, which payment was not made on the Second Installment Date and has not been made as of the date of this Report. The Repurchase Agreement provides that, if the Second Installment was not paid by the Second Installment Date, previously waived interest will begin to accrue retroactive to the First Installment Date on the remaining balance of the Note and all other terms of the Note will also be restored as they were prior to the date the First Installment was paid. Since the terms of the Note prior to the Repurchase Agreement have been reinstated, which includes a Note maturity date of April 5, 2026, the Note has been classified as a long-term liability in the condensed consolidated balance sheet as of March 31, 2025.
Previous report
Stock Purchase Agreement, Financing, and Modification Agreement
Previous report
On January 23, 2025, in connection with the Company’s securing financing (the “Financing”), the Company entered into a stock purchase agreement (the “January 2025 SPA”) with a purchaser (the “Purchaser”), which provides for the sale to the Purchaser of all of the issued and outstanding shares of capital stock (the “Ryvyl EU Shares”) of the Company’s indirect subsidiary domiciled in Bulgaria, Ryvyl (EU) EAD (“Ryvyl EU”), by Transact Europe Holdings EOOD, the Company’s wholly owned subsidiary, also domiciled in Bulgaria (“Transact Europe”) for an aggregate purchase price of $15.0 million (the “Financing Purchase Price”). Under the terms of the January 2025 SPA, the Company was required to use $13.0 million of the net proceeds raised in the Financing to pay the First Installment of the Repurchase Price.
Previous report
On January 23, 2025, the Company, Transact Europe and the Purchaser also entered into a Termination Agreement (the “Termination Agreement”). Among other things, the Termination Agreement provided the Company with the right to terminate the January 2025 SPA and all of the transactions contemplated therein, by paying the Purchaser $16.5 million on or before 90 days after the date of execution of the January 2025 SPA (April 23, 2025). If the January 2025 SPA was terminated as a result of such payment by the Company, the Ryvyl EU Shares would not be sold to the Purchaser and would be returned to Transact Europe and the January 2025 SPA would be void and of no further effect, except for some provisions that survive termination. In the event that the January 2025 SPA was not so terminated, then the Purchaser would close on its purchase of the Ryvyl EU Shares; provided, however, if the Purchaser is unable to close for any reason other than the Company’s breach, including the inability to obtain any regulatory clearances required for such transfer, then the Company is liable for damages in the amount of $16.5 million. In the event that the Purchaser is unable to close on the transfer of the Ryvyl EU Shares, as a result of the Company’s breach, then the Company is liable for damages in an amount equal to the appraised value of the Ryvyl EU Shares.
Previous report
On April 23, 2025, the Company, Transact Europe, and the Purchaser executed and entered into a modification agreement (the “Modification Agreement”) which provides that, notwithstanding the terms of the Termination Agreement or the January 2025 SPA, the Purchaser would not take any actions to close on the purchase of the Ryvyl EU Shares before May 6, 2025, so that the Company and the Purchaser could attempt to enter into an alternative transaction in lieu of the securities purchase transaction under the January 2025 SPA. The Company had the right, at any time, on or before May 6, 2025, to extend this period, so that the Purchaser would not exercise such right to purchase the Ryvyl EU Shares, until May 27, 2025, in consideration for the Company’s payment to the Purchaser of $0.75 million. All other terms of the January 2025 SPA and the Termination Agreement remained unchanged and in full force and effect.
Previous report
On May 7, 2025, the Purchaser provided a letter of notice to the Company and Transact Europe, stating that due to the Company not exercising its right to terminate the SPA by payment to the Purchaser of $16.5 million within the time so prescribed by the Termination Agreement, and as the Company had not exercised its right to extend the period during which time the Purchaser agreed not to exercise its rights to close on the transaction per the Modification Agreement (the “Standstill Period”), the Company no longer had the right to terminate the SPA pursuant to the Termination Agreement, and the Standstill Period had expired. The Purchaser also notified the Company that notwithstanding the foregoing, they did not intend to take the final steps to close on the purchase of the Ryvyl EU Shares for a period of ten calendar days from and including the date of the letter, or until May 16, 2025. The parties continued to be in conversation during this period. All other terms of the SPA and the Termination Agreement remained unchanged and in full force and effect. On May 14, 2025, the Purchaser notified the Company that it would proceed to take steps to acquire the Ryvyl EU Shares, and the Company issued a press release stating that the parties had ceased discussions to restructure the terms of the pre-funded asset sale of its RYVYL EU subsidiary. The Company expects the buyer will now take the final steps to close the pre-funded asset sale.
Previous report
Blockchain Technology and QuickCard – Updated Disclosures
Previous report
Refer to Note 16,*Commitments and Contingencies,*for additional information concerning an ongoing investigation by the SEC regarding possible violations of the federal securities laws, which in its course has included a review of the Company’s blockchain technology and its first-generation product, known as QuickCard. In response to the SEC’s concerns and based on our review of the facts and circumstances, the Company has determined to provide the following updated disclosures concerning its blockchain technology and its QuickCard product. The SEC’s concerns primarily pertain to disclosures in two areas: our description of our use of blockchain technology in our business and the lack of specific disclosure that the main vertical market being processed through QuickCard was cannabis merchants.
Previous report
Our QuickCard product was designed to address the needs of previously all-cash businesses. Although not limited to cannabis, before QuickCard was discontinued, cannabis merchants made up a substantial majority of QuickCard processing volume. The Company stopped processing credit card payments on the QuickCard platform during the first quarter of 2024 because our processing partner’s bank informed them that they no longer wished to process payments for cannabis merchants. The turnover in acquiring banks of processing partners as well as the turnover in compliance officers within banks or changes in bank policies from time to time are examples of what we have historically referred to in public filings as “banking industry turmoil.”
Previous report
When the Company stopped processing credit card payments on the QuickCard platform, we transitioned the QuickCard product from terminal-based processing to app-based processing. Our app-based processing platform would have required consumers to download an application and fund their app wallets via ACH bank transfers allowing them to purchase a prepaid virtual card. We have since determined that the app-based product may not be a viable long-term solution for certain niche high-risk business verticals (including cannabis merchants) and made the decision to terminate the rollout of the app-based product in those specific business verticals. In lieu of the app-based product, the Company began to offer a license of its QuickCard platform during the third quarter of 2024. Currently, the Company is not actively licensing any products.
Previous report
QuickCard is a cloud-based digital payment platform that employs a private blockchain ledger database. While QuickCard payments are processed and settled through traditional payment processing gateways and not on the blockchain, once a transaction is complete, a record of the transaction is recorded on the blockchain ledger, and this record is therefore immutable. Once recorded on the blockchain ledger, the record of the transaction cannot be deleted or altered.
Previous report
Our 2020 S-1 and subsequent periodic filings described a payment processing transaction as beginning with the consumer purchasing tokens from us, accomplished when we load a virtual wallet with a token, which then transfers credits to the merchant’s wallet on a dollar-for-dollar basis, after which the merchant releases its goods or services to the consumer. To clarify and more precisely describe the process, when a consumer presents a credit or debit card to our customer (the merchant), the process begins with the merchant creating and funding a digital wallet with the consumer’s payment, at which point the funds are converted to a digital representation of their deposit on a dollar-for-dollar basis, which we refer to as digital units or asset-based tokens. These are not cryptocurrency tokens and this is distinct and separate from the tokenization that occurs when a transaction is recorded on the blockchain. Merchants can request a withdrawal of their digital funds from us based on their wallet balances independent from the Company receiving cash at a later time from the acquiring bank in the network.
Previous report
Until this year, QuickCard was our only product that employed the use of blockchain. QuickCard utilizes an open-source blockchain as its transaction ledger system. Transaction data is captured from payment endpoints, the data is encrypted and validated on Amazon Web Services (AWS) servers, validated transactions are formatted for blockchain compatibility, transaction blocks are created and added to the blockchain, and confirmation receipts are generated and stored.
Previous report
While the blockchain is open-source and not created by or proprietary to the Company, we believe its implementation represents a proprietary technological advancement through, among other things:
Previous report
Our proprietary elements include:
Previous report
Our 2020 S-1 and subsequent periodic filings referred to transactions being verified by trusted partners. Transactions can be verified by merchants, but our blockchain ledger is not viewable by third parties. To ensure data integrity, the Company previously engaged a third-party vendor to perform an Information Technology General Controls (ITGC) audit of the system to ensure that transactions were accurately recorded. The ITGC audit did not result in any findings.
Previous report
(in thousands)
Previous report
Consolidated revenue decreased $1.6 million, or 9.8%, to $15.1 million for the three months ended March 31, 2025, from $16.8 million for the three months ended March 31, 2024. In the North America segment, revenue decreased $6.9 million, or 71.4%, compared to the three months ended March 31, 2024. In the International segment, revenue increased $5.3 million, or 74.1%, compared to the three months ended March 31, 2024. The decrease in consolidated revenue was primarily driven by a decrease in processing volume in the North America segment, which decreased from $239.0 million in the quarter ended March 31, 2024, to $177.5 million in the quarter ended March 31, 2025, and is attributable to the previously disclosed impact associated with the Company’s QuickCard product transition. The decrease in revenue in North America was partially offset by an increase in revenue in the International segment that was primarily attributable to continued growth in processing volume, which increased from $755.0 million in the quarter ended March 31, 2024, to $859.6 million in the quarter ended March 31, 2025. The increase in processing volume in the International segment was driven by continued strong growth across multiple verticals, primarily, our Independent Sales Organizations (“ISO”) and partnership network, our global payments processing businesses, and banking-as-a-service offering.
Previous report
Consolidated cost of revenue decreased $1.3 million, or 13.6%, to $8.4 million for the three months ended March 31, 2025, from $9.7 million for the three months ended March 31, 2024. In the North America segment, cost of revenue decreased $4.1 million, or 74.6%, compared to the three months ended March 31, 2024. In the International segment, cost of revenue increased $2.8 million, or 66.2%, compared to the three months ended March 31, 2024. Cost of revenue primarily consists of various processing fees paid to gateways, as well as commission payments to the ISOs responsible for establishing and maintaining merchant relationships. The decrease in consolidated cost of revenue was primarily driven by the decrease in processing volumes in North America, as noted above, partially offset by an increase in processing volumes in the International segment.
Previous report
Operating expenses decreased $1.4 million, or 15.4%, to $7.6 million for the three months ended March 31, 2025, from $8.9 million for the three months ended March 31, 2024. The decrease was primarily driven by a decrease in research and development expenses of $0.9 million, as the Company did not begin capitalizing a portion of these costs until the second quarter of 2024, a decrease in general and administrative expenses of $0.5 million, primarily due to lower bad debt expense, and a decrease in depreciation and amortization of $0.5 million, primarily due to no amortization of intangible assets in North America, as these assets were written-off during the fourth quarter of 2024. These decreases were partially offset by an increase in restructuring charges of $0.4 million related to the impairment of previously acquired Logicquest Technology, Inc. assets during the first quarter of 2025.
Previous report
Other expense increased by $0.8 million, or 140.1%, to $1.4 million for the three months ended March 31, 2025, from $0.6 million for the three months ended March 31, 2024. The increase was primarily driven by an increase in interest expense of $1.2 million related to a secured note payable, which the Company obtained in January 2025.
Previous report
Cash Due from Gateways
Previous report
The Company generates the majority of its revenue from payment processing services provided to its merchant clients. When a merchant makes a sale, the process of receiving the payment card information and engaging the banks for transferring the proceeds to the merchant’s account via digital gateways, are the activities for which the Company gets to collect fees.
Previous report
The gateways have strict guidelines pertaining to the scheduling of the release of funds to merchants based on several criteria that include, but are not limited to, return and chargeback history, associated risk for the specific business vertical, average transaction amount, etc. To mitigate potential credit losses associated with these risks, these gateway policies determine reserve requirements and a payment in arrears strategy. While reserve and payment in arrears restrictions are in effect for a merchant payout, the Company records the reserved amounts against cash due from the gateways until released.
Previous report
Cash due from gateways is only applicable to payment processing services provided in North America, as. Ryvyl EU has its own gateway and, therefore, similar receivables are not created.
Reworded paragraphs (8)
Previous wording
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 month periods ended March 31, 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 March 31, 2025, we had a net loss of $2.8 million, and as of March 31, 2025, we had an accumulated deficit of $182.2 million.
Current wording
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 six month periods ended June 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 June 30, 2025, we had net income of $2.8 million, and as of June 30, 2025, we had an accumulated deficit of $190.6 million.
Previous wording
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 in its North America segment. Also, 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 will no longer be able to do once the Purchaser closes on the pre-funded sale of its wholly-owned subsidiary, Transact Europe, which is expected to occur during the second quarter of 2025 (see Note 16,Subsequent Events). As a result, management has determined that its cash balance in the North America segment as of March 31, 2025, will not be sufficient to fund the segment’s operations and capital needs for the next 12 months from the date of this Report and, unless we are able to raise additional capital, will only be sufficient to fund operations through approximately June 30, 2025. 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 condensed consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.
Current wording
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 June 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 and, unless we are able to raise additional capital, will only be sufficient to fund operations through approximately December 31, 2025. 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 condensed consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.
Previous wording
The Company’s consolidated working capital at March 31, 2025 was negative $24.1 million, which included cash of $3.0 million and restricted cash of $74.5 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 convertible note issued in November 2021. Our material liquidity needs principally relate to working capital requirements, research and development expenditures, and the repayment of short-term debt.
Current wording
The Company’s consolidated working capital at June 30, 2025 was negative $8.1 million, which included cash of $0.2 million and restricted cash of $14.7 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 convertible note issued in November 2021. Our material liquidity needs principally relate to working capital requirements and research and development expenditures.
Previous wording
As further described in Note 2,*Summary of Significant Accounting Policies – Going Concern,*in the unaudited condensed consolidated financial statements included in this Report, since the first quarter of 2024, the Company’s liquidity in its North America segment has been adversely impacted by the decline in revenues related to the discontinuation of its QuickCard product. As also noted in Note 2 of such financial statements, 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 will no longer be able to do once the Purchaser closes on the pre-funded sale of its wholly-owned subsidiary, Transact Europe, which is expected to occur during the second quarter of 2025 (see Note 16,Subsequent Events). As a result, management has determined that its cash in the North America segment as of March 31, 2025, will not be sufficient to fund the segment’s operations and capital needs for the next 12 months from the date of this Report and, unless the Company is able to raise additional capital, will only be sufficient to fund operations through approximately June 30, 2025. 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:
Current wording
As further described in the 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 be 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 June 30, 2025, will not be sufficient to fund its operations and capital needs for the next 12 months from the date of this Report and, unless the Company is able to raise additional capital, will only be sufficient to fund operations through approximately December 31, 2025. 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:
Previous wording
Management has assessed that its intended plan described above, if successfully implemented, is appropriate and sufficient to address the liquidity shortfall in its North America segment 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 sufficient to continue our operations in the North America segment.
Current wording
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.
Previous wording
Operating Activities – For the three months ended March 31, 2025 and 2024, net cash used and net cash provided by operating activities was $15.6 million and $15.5 million, respectively. The net cash used and provided by operating activities was primarily driven by the timing of settlement of assets and liabilities.
Current wording
Operating Activities – For the six months ended June 30, 2025, and 2024, net cash used in operating activities was $3.1 million and net cash provided by operating activities was $2.7 million, respectively. The net cash used and provided by operating activities was primarily driven by the timing of settlement of assets and liabilities.
Previous wording
Investing Activities – Net cash used in investing activities for the three months ended March 31, 2025 was $1.3 million. The net cash used in investing activities for the three months ended March 31, 2025 primarily relates to internal-use capitalized software development costs. Net cash used in investing activities for the three months ended March 31, 2024 was negligible.
Current wording
Investing Activities – Net cash used in investing activities for the six months ended June 30, 2025, and 2024, was $76.3 million and $0.7 million, respectively. The net cash used in investing activities for the six months ended June 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 six months ended June 30, 2024 was immaterial.
Previous wording
Financing Activities – Net cash provided by financing activities during the three months ended March 31, 2025 was $2.0 million and was primarily driven by proceeds from a short-term note payable obtained by the Company in January 2025, partially offset by the partial repayment of the 8% Senior convertible note during the quarter. Net cash used in financing activities during the three months ended March 31, 2024 was negligible.
Current wording
Financing Activities – Net cash provided by financing activities during the six months ended June 30, 2025 was $2.0 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 8% Senior Convertible Note. Net cash used in financing activities during the six months ended June 30, 2024 was negligible.
Rearranged current paragraphs (1)
Current report — wording carried from elsewhere
Six Months Ended June 30, 2024 (Unaudited) Compared to Six Months June 30, 2023 (Unaudited):