RYVYL Inc.

Previous wording

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.

Current wording

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.,; 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.

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 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.

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 2025 Form 10-K and in this Report, respectively, for the years ended December 31, 2025, and 2024, and the three-month periods ended March 31, 2026, and 2025, there is a substantial doubt about our ability to continue as a going concern. For the year ended December 31, 2025, we had a net loss of $17.5 million, and as of December 31, 2025, we had an accumulated deficit of $196.9 million. For the three months ended March 31, 2026, we had net loss of $3.3 million, and as of March 31, 2026, we had an accumulated deficit of $200.2 million.

Previous wording

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.

Current wording

Consolidated cost of revenue was relatively flat, as it increased $0.01 million, or 1.0%, to $1.41 million for the three months ended March 31, 2026, from $1.40 million for the three months ended March 31, 2025. Cost of revenue primarily consists of various fees charged by payment processors and fees paid to Independent Sales Organizations. Excluding the non-recurring revenue activity described above, the relatively flat year-over-year change in cost of revenue is in line with the year-over-year change in revenue.

Previous wording

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.

Current wording

Operating expenses decreased $1.6 million, or 27.9%, to $4.2 million for the three months ended March 31, 2026, from $5.8 million for the three months ended March 31, 2025. The decrease was primarily driven by decreases in research and development of $0.4 million, general and administrative expenses of $0.4 million, payroll and payroll taxes of $1.8 million due to lower headcount, and restructuring charges of $0.4 million. These decreases were partially offset by increases in professional fees of $0.2 million, stock-based compensation of $0.3 million, and impairment of ROU asset of $0.9 million.

Previous wording

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.

Current wording

The Company’s consolidated working capital at March 31, 2026 was $0.3 million, which included $5.5 million of cash and $0.3 million of restricted cash. Historically, the Company has financed its operations with proceeds from cash from operations, the sales of equity securities, and proceeds from its $100 million 2021 Convertible Note. Our material liquidity needs principally relate to working capital requirements.

Previous wording

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:

Current wording

As further described in the subsection titled “Going Concern” above*,* since the first quarter of 2024, the Company’s liquidity has been adversely impacted by the loss of revenues stemming from the discontinuation of its QuickCard product. As also noted therein, through the first quarter of 2025, 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. Additionally, the Company’s remaining businesses continue to generate operating losses, which are expected to continue for the foreseeable future. As a result, management has determined that its cash balance as of March 31, 2026, will not be sufficient to fund the Company’s operations and capital needs for the next 12 months from the date of this Report. The Company’s ability to successfully address its liquidity shortfall is contingent upon the successful execution of management’s intended remediation plan over the next twelve months, which include, but are 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 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.

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. 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

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.

Current wording

Operating Activities – Net cash used in operating activities for the three months ended March 31, 2026, and 2025, was $2.1 million and $15.6 million, respectively. The net cash used 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 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.

Current wording

Investing Activities – Net cash used in investing activities for the three months ended March 31, 2026, was $0.0 million, while 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 capitalized software development costs.

Previous wording

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.

Current wording

Financing Activities – Net cash provided by financing activities during the three months ended March 31, 2026, was $0.4 million and was primarily driven by proceeds from common warrant exercises during the quarter. Net cash provided by financing activities for the three months ended March 31, 2025, 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 convertible note that was fully retired during the second quarter of 2025.