Ryvyl Inc. (RVYL) Annual Report: Key Highlights and Investor Insights

Ryvyl Inc. (formerly GreenBox POS Inc.), trading on the Nasdaq Capital Market under the symbol “RVYL”, has released its Annual Report for the fiscal year ended December 31, 2025. This report contains several critical developments and disclosures that investors and shareholders must be aware of, some of which may have a significant impact on the company’s share price and future prospects.

Key Financial Highlights

• Net Loss: For the year ended December 31, 2025, Ryvyl reported a net loss of \$17.5 million.
• Accumulated Deficit: As of December 31, 2025, the company had an accumulated deficit of \$196.9 million.
• Liquidity Concerns: Management has determined that the cash balance as of December 31, 2025, is insufficient to fund operations and capital needs for the next 12 months. There is substantial doubt about the company’s ability to continue as a going concern unless the proposed merger with RTB Digital, Inc. (“RTB”) is completed.
• Recent Capital Raises: The company successfully raised additional capital in July 2025 and October 2025 and is actively seeking further funding opportunities.
• Reverse Stock Split: On January 2, 2026, Ryvyl effected a one-for-thirty-five reverse stock split, with all share and per-share information retroactively adjusted to reflect this change.

Strategic and Structural Developments

• Proposed Merger with RTB Digital, Inc.: The company is pursuing a merger with RTB to address its financial challenges and expand its technology and media platform. The merger is seen as critical for Ryvyl’s survival and future growth.
• Divestiture of European Operations: Ryvyl sold its wholly owned European subsidiary, Ryvyl EU, effective June 1, 2025. This sale removed a previous source of profit repatriation used to fund operating expenses, contributing to current liquidity pressures.
• Business Model and Technology: RTB’s strategy includes acquiring online media, publishing, and technology businesses to expand its user base and improve advertising revenue. The RTB platform supports crypto payments, content syndication, and revenue sharing with publishers, with 50% of ad revenue typically paid to publishers and the other 50% added to RTB’s liquidity pool. The ability to pay publishers in cryptocurrency is expected to provide a competitive advantage.

Risks and Shareholder Alerts

• Going Concern Warning: There is a substantial risk that Ryvyl may not continue as a going concern without the merger or additional financing.
• Nasdaq Listing and Penny Stock Risk: The company has previously received deficiency notices from Nasdaq and there is ongoing risk of delisting if it fails to meet continued listing requirements. If delisted, RVYL shares could be classified as “penny stock,” limiting liquidity and increasing trading risks. Institutional investors may be forced to liquidate positions if shares are delisted, possibly increasing volatility and depressing the share price.
• Public Company Costs: Ryvyl bears significant costs as a public company, including compliance with the Sarbanes-Oxley Act, Nasdaq requirements, and additional legal and accounting expenses. These costs can reduce net income and make it more difficult to attract and retain qualified management and directors.
• Dilution Risk: The company may issue additional equity or convertible securities to raise capital, resulting in substantial dilution to existing shareholders and possible rights for new investors that are superior to those of current holders.
• No Dividends Expected: Ryvyl does not anticipate paying cash dividends for the foreseeable future. Returns to investors will depend on share price appreciation.
• Volatile Trading History: RVYL shares have historically experienced significant volatility, and this may continue or increase, especially in view of market dynamics and company-specific events.
• Risk of Unfavorable Analyst Coverage: The stock price and trading volume may be negatively affected if securities analysts downgrade their outlook or cease coverage.
• Cybersecurity: As of the report date, there are no known cybersecurity incidents that have materially affected the company, but the risk remains and is closely monitored.
• Legal Proceedings: Ryvyl is involved in various litigation matters, which may impact financial condition, but no specific material event is disclosed in this report.

Actions Underway to Address Liquidity Issues

• Raising additional capital through private and public equity offerings and debt financings.
• Accelerating business development efforts to increase transaction volumes in diversified verticals.
• Implementing cost control measures to manage spending and right-size the organization.

Management believes these steps, if successfully implemented, should address the liquidity shortfall and provide funding for at least the next 12 months, but there can be no assurance of success or favorable terms.

Shareholder Considerations

• Shareholders should closely monitor developments regarding the RTB merger, as its completion is crucial to the company’s ongoing viability.
• The company’s financial condition, risk of Nasdaq delisting, and need for additional capital are all significant risk factors that could materially impact the share price.
• Any failure to complete the merger or secure further financing could lead to severe dilution, reduced liquidity, or even the company’s inability to continue as a going concern.

Conclusion

Ryvyl Inc. is at a critical juncture. The company’s future hinges on the successful completion of the proposed merger with RTB Digital, Inc. and its ability to secure additional funding. Shareholders face significant risks, including potential dilution, loss of Nasdaq listing, increased volatility, and the possibility of the company ceasing operations. However, recent capital raises, business development initiatives, and the strategic focus on technology and crypto-enabled services may offer upside if executed successfully. Investors should remain vigilant and consider these factors when making investment decisions.

Disclaimer: This article is for informational purposes only and does not constitute investment advice. Investors should review the full Ryvyl Inc. Annual Report and consult with their financial advisors before making investment decisions. Past performance is not indicative of future results, and all investments carry risk, including the loss of principal.

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