RYVYL Inc.

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.