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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

 

FORM 8-K

 

 

 

CURRENT REPORT

 

PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934

 

Date of Report (Date of earliest event reported): February 25, 2025

 

RYVYL Inc.

(Exact name of registrant as specified in its charter)

 

Nevada   001-34294   22-3962936
(State or other jurisdiction
of incorporation)
  (Commission
File Number)
  (IRS Employer
Identification No.)

 

3131 Camino Del Rio North, Suite 1400
San Diego, CA 92108

(Address of principal executive offices, including zip code)

 

Registrants telephone number, including area code: (619) 631-8261

 

Not Applicable

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
   
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
   
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
   
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading symbol(s)   Name of each exchange on which registered
Common Stock, par value $0.001 per share   RVYL   The Nasdaq Stock Market LLC (Nasdaq Capital Market)

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

 

Item 2.02. Results of Operations and Financial Condition.

 

On February 25, 2025, RYVYL Inc., a Nevada corporation (the “Company”), issued a press release including certain preliminary financial and operating results for the year ended December 31, 2024. The press release also contains information providing certain 2025 revenue and operating guidance for the Company. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K (the “Current Report”) and is incorporated herein by reference.

 

You are advised that the financial information presented in the press release is based on preliminary, unaudited financial statements prepared by management, for the year ended December 31, 2024, and has not yet been reviewed by the Company’s independent auditors. Accordingly, such financial information may be subject to change. All information contained in the press release is qualified with reference to the audited financial results for the year ended December 31, 2024, which is expected to be released on or around March 13, 2025, in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, and will be posted on www.SEC.gov and on the Company’s website at www.investors.ryvyl.com/financials/sec-filings/. While the Company does not expect there to be any material changes to the financial information provided in the press release, any variation between the Company’s actual results and the preliminary financial information set forth in the press release may be material.

 

The information in this Item 2.02 and Exhibit 99.1 attached hereto will not be deemed “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section, nor will it be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except as expressly set forth by specific reference in such filing.

 

Item 7.01. Regulation FD Disclosure.

 

The Company also reported in the press release that it intends to explore fundraising options, including term debt and/or equity financing to fund the termination payment of $16.5 million of its previously announced financing and asset sale agreement entered into on January 24, 2025, for the sale of the Company’s RYVYL EU subsidiary. Potential fundraising sources include an equity raise of up to $20 million pursuant to the Company’s S-1 registration statement filed on February 14, 2025.

 

The information in this Item 7.01 and Exhibit 99.1 will not be deemed “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section, nor will it be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except as expressly set forth by specific reference in such filing.

 

1

 

Forward-Looking Statements

 

This Current Report, including exhibits attached herein, may 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”). Such forward-looking statements are characterized by future or conditional verbs such as “may,” “will,” “expect,” “intend,” “anticipate,” “believe,” “estimate” and “continue” or similar words. You should read statements that contain these words carefully because they discuss future expectations and plans, which contain projections of future results of operations or financial condition or state other forward-looking information. Such statements are only predictions and the Company’s actual results may differ materially from those anticipated in these forward-looking statements. Such forward-looking statements are subject to risks and uncertainties, many of which are beyond the Company’s control, which could cause the Company’s actual results to differ materially from those expressed in or implied by these statements.

 

There may be events in the future that the Company is not able to accurately predict or control. Factors that may cause such differences include, but are not limited to, those discussed under risk factors in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 and other filings filed with the SEC (including its Current Reports on Form 8-K and Quarterly Reports on Form 10-Q), including the uncertainties associated with the Company’s termination of the sale of Ryvyl EU and ability to raise capital, the regulatory environment in which the Company operates, rapid changes in technology and in the Company’s industry, turmoil in the banking sector with respect to payment-processing and digital asset management, strategic growth opportunities and initiatives, and the Company’s proprietary technology. These statements are also subject to any damages the Company may suffer as a result of previously announced litigation or action of any governmental agencies. Forward-looking statements speak only as of the date they are made. The Company does not assume any obligation to update forward-looking statements as circumstances change. The Company gives no assurance that it will achieve its expectations.

 

You may access the Company’s SEC filings by visiting SEC’s website at http://www.sec.gov. This Current Report does not constitute an offer or invitation for the sale or purchase of securities or to engage in any other transaction with the Company or its affiliates. The information in this Current Report is not targeted at the residents of any particular country or jurisdiction and is not intended for distribution to, or use by, any person in any jurisdiction or country where such distribution or use would be contrary to local law or regulation.

 

Item 9.01. Financial Statements and Exhibits.

 

(d)   Exhibits.
     
99.1   Press Release, dated February 25, 2025.
104   Cover Page Interactive Data File

 

2

 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Dated: February 27, 2025 RYVYL Inc.
     
  By: /s/ Fredi Nisan
    Name: Fredi Nisan
    Title: Chief Executive Officer

 

3

Exhibit 99.1

 

RYVYL Announces 2024 Preliminary Revenue of $56.0 Million and Introduces 2025 Revenue Guidance of $80 Million to $90 Million

 

- Expects 2025 gross margin to expand to mid-40s percentage -

 

SAN DIEGO, CA, Feb. 25, 2025 (GLOBE NEWSWIRE) -- RYVYL Inc. (NASDAQ: RVYL) (“RYVYL” or the “Company”), a leading innovator of payment transaction solutions leveraging electronic payment technology for diverse international markets, announced it expects to report 2024 total revenue of $56.0 million, within the range of 2024 full year revenue guidance of $56 million to $60 million. Management intends to report financial results in mid-March 2025.

 

“Robust business development and sales initiatives in 2024 have positioned us to resume strong growth in 2025,” said Fredi Nisan, CEO of RYVYL. “In addition, our efforts to grow our high-margin, banking-related revenue at RYVYL EU are coming to fruition. Our product mix has been shifting. As this continues, we expect to drive significantly higher overall gross margin in 2025.”

 

RYVYL 2025 Guidance

 

Based on the strength of its RYVYL EU as well as newly signed business and a solid pipeline for both RYVYL EU and NEMS, the Company expects 2025 revenue to be in the range of $80 million to $90 million. This represents over 50% growth at the mid-point of the range in comparison to 2024 preliminary revenue results. The Company also expects to increase gross margins to the mid-40s percent, which would yield a positive annual adjusted EBITDA and positive operating cash flow in the second half of the year.

 

The foregoing guidance is based on the Company’s continuation of the business, as currently conducted. On January 24, 2025, the Company entered into an agreement with a financing source that was structured as a pre-funded asset sale with a 90-day closing period, which ends on April 23, 2025 and may be extended an additional 30 days to May 23, 2025, if the Company pays $500,000 for such extension. Shares in the Company’s RYVYL EU subsidiary were placed in escrow during the closing period. Although there are no guarantees, the Company intends to terminate the asset sale within the closing period by paying $16.5 million in consideration of such termination. The Company’s financial guidance for 2025 is based on fully retaining its RYVYL EU subsidiary.

 

Strengthened Balance Sheet

 

With the recent January 27, 2025 payment of $13.0 million to the Securityholder, the outstanding balance of the Series B Convertible Preferred Stock (“Preferred Stock”) was fully retired and the 8% Senior Secured Note (the “Note”) balance was reduced to $4.0 million. The Company previously had converted $55.0 million of the Note principal into the Preferred Stock.

 

George Oliva, CFO of RYVYL, stated, “I am very pleased that the net effect of these two transactions was to increase shareholder equity by over $50 million without any associated dilution to the common shareholders. We expect the impact of this balance sheet restructuring will lower the cost of capital as we invest in our growth in 2025.”

 

The Company has recently filed an S-1 registration statement to raise up to $24 million, including the overallotment, and intends to explore all fund- raising options, including term debt, equity or some combination to fund the termination payment of $16.5 million. There is an option to extend the closing period 30 days to May 23, 2025, in exchange for a payment of an additional $500,000.

 

Transaction Processing Volumes as a Percentage of Revenue

 

Transaction processing volumes in the Company’s merchant acquiring business is one measure of the Company’s business, and this has been correlated with overall revenue growth. The Company is providing the following additional information regarding processing volumes in relation to revenue for the period from January 1, 2021 through December 31, 2024 (estimated). During this period, the blended percentage has been trending lower due to the rapid growth in the Company’s International business, which, as compared to North America, has a higher mix of banking revenues that carry a lower residual rate versus acquiring. The Company expects this trend to continue in 2025 as its International revenue is expected to increase as a percentage of total revenue compared to 2024.

 

$ in Millions

 

    2021    2022    2023    2024E    Q1 24    Q2 24    Q3 24    Q4 24E 
Processing                                        
North America  $1,514.5   $1,000.5   $1,360.0   $738.5   $239.0   $152.6   $170.6   $176.3 
International  -   $683.0   $1,690.0   $3,746.4   $755.0   $902.1   $952.3   $1,137.1 
Total  $1,514.5   $1,683.5   $3,050.0   $4,485.0   $994.0   $1,054.6   $1,122.9   $1,313.5 
Revenue                                        
North America  $26.4   $28.6   $48.9   $18.2   $9.7   $3.0   $2.8   $2.7 
International   -   $4.3   $16.9   $37.8   $7.1   $8.9   $10.4   $11.4 
Total  $26.4   $32.9   $65.9   $56.0   $16.8   $11.9   $13.2   $14.1 
Revenue as %Processing                                        
North America   1.7%   2.9%   3.6%   2.5%   4.1%   2.0%   1.6%   1.5%
International   -    0.6%   1.0%   1.0%   0.9%   1.0%   1.1%   1.0%
Total   1.7%   2.0%   2.2%   1.2%   1.7%   1.1%   1.2%   1.1%

 

 

About RYVYL

 

RYVYL Inc. (NASDAQ: RVYL) was born from a passion for empowering a new way to conduct business-to-business, consumer-to-business, and peer-to-peer payment transactions around the globe. By leveraging electronic payment technology for diverse international markets, RYVYL is a leading innovator of payment transaction solutions reinventing the future of financial transactions. Since its founding as GreenBox POS in 2017 in San Diego, RYVYL has developed applications enabling an end-to-end suite of turnkey financial products with enhanced security and data privacy, world-class identity theft protection, and rapid speed to settlement. As a result, the platform can log immense volumes of immutable transactional records at the speed of the internet for first-tier partners, merchants, and consumers around the globe. www.ryvyl.com

 

Cautionary Note Regarding Forward-Looking Statements

 

This press release includes information that constitutes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements are based on the Company’s current beliefs, assumptions, and expectations regarding future events, which in turn are based on information currently available to the Company. Such forward-looking statements include statements regarding timely payment of the second tranche, the benefit to stockholders from the repayment of the Note and repurchase of the Preferred Stock, and the timing and expectation of revenues from the license described herein and are charactered by future or conditional words such as “may,” “will,” “expect,” “intend,” “anticipate,” “believe,” “estimate” and “continue” or similar words. You should read statements that contain these words carefully because they discuss future expectations and plans, which contain projections of future results of operations or financial condition or state other forward-looking information. By their nature, forward-looking statements address matters that are subject to risks and uncertainties. A variety of factors could cause actual events and results to differ materially from those expressed in or contemplated by the forward-looking statements, including the risk that the licensee understands and complies with various banking laws and regulations that may impact the licensee’s ability to process transactions. For example, federal money laundering statutes and Bank Secrecy Act regulations discourage financial institutions from working with operators of certain industries - particularly industries with heightened cash reporting obligations and restrictions - as a result of which, banks may refuse to process certain payments and/or require onerous reporting obligations by payment processors to avoid compliance risk. These statements are also subject to any damages the Company could suffer as the result of previously announced litigation or actions of any governmental agencies. These and other risk factors affecting the Company are discussed in detail in the Company’s periodic filings with the SEC. The Company undertakes no obligation to publicly update or revise any forward-looking statement, whether because of the latest information, future events or otherwise, except to the extent required by applicable laws.

 

Disclaimer Regarding Financial Information

 

The financial information presented in this press release, for the year ended December 31, 2024, is based on preliminary financial statements prepared by management, for the year ended December 31, 2024. Accordingly, such financial information may be subject to change. All such information contained in this press release will be qualified with reference to the audited financial results for the year ended December 31, 2024, which the Company intends to release or before March 13, 2025, and in any event by March 31, 2025, and will be posted on www.sec.gov. While the Company does not expect there to be any material changes to the financial information provided in this press release, any variation between the Company’s actual results and the preliminary financial information set forth herein may be material.

 

IR Contact:

 

David Barnard, Alliance Advisors Investor Relations, 415-433-3777, ryvylinvestor@allianceadvisors.com

 

 

 

 

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