RYVYL Inc. Files 2023 Annual Report on Form 10-K

TL;DR

<b>RYVYL Inc. has filed its 2023 annual report, detailing its financial performance and corporate status.</b>

AI Summary

RYVYL Inc. (RVYL) filed a Annual Report (10-K) with the SEC on March 26, 2024. RYVYL Inc. filed its annual report on Form 10-K for the fiscal year ended December 31, 2023. The company is incorporated in Nevada and its principal executive office is located in San Diego, CA. RYVYL Inc.'s common stock trades on The Nasdaq Stock Market LLC under the ticker symbol RVYL. The company has not been a well-known seasoned issuer and is not required to file reports pursuant to Section 13 or 15(d) of the Act. RYVYL Inc. has submitted all required reports for the preceding 12 months and has been subject to these filing requirements for the past 90 days.

Why It Matters

For investors and stakeholders tracking RYVYL Inc., this filing contains several important signals. This filing provides a comprehensive overview of RYVYL Inc.'s financial health and operational status for the fiscal year 2023, crucial for investors to assess performance and future prospects. As a publicly traded company on Nasdaq, RYVYL Inc.'s 10-K filing is a key document for market participants to understand its compliance, risks, and strategic direction.

Risk Assessment

Risk Level: low — RYVYL Inc. shows low risk based on this filing. The filing is a standard annual report (10-K) and does not contain immediate red flags, indicating a routine disclosure process.

Analyst Insight

Review the full 10-K filing for detailed financial statements, risk factors, and management discussion to form an investment thesis.

Key Numbers

• 2023-12-31 — Fiscal Year End (RYVYL Inc.)
• 001-34294 — Commission File Number (RYVYL Inc.)
• RVYL — Trading Symbol (RYVYL Inc. Common Stock)
• 2024-03-26 — Filed as of Date (RYVYL Inc.)

Key Players & Entities

• RYVYL Inc. (company) — Registrant
• Nasdaq Capital Market (company) — Name of each exchange on which registered
• RVYL (company) — Trading Symbol
• 2023 (date) — Fiscal Year Ended
• December 31 (date) — Fiscal Year Ended
• 2024-03-26 (date) — Filed as of date
• Nevada (jurisdiction) — State of incorporation
• San Diego, CA (location) — Address of principal executive office

FAQ

Industry Context

RYVYL Inc. operates within the services sector, specifically management consulting services, as indicated by its SIC code.

Regulatory Implications

The filing adheres to the requirements of the Securities Exchange Act of 1934, specifically Section 13 or 15(d), and Regulation S-T for electronic data submission.

What Investors Should Do

1. Analyze the full financial statements within the 10-K for revenue, net income, and cash flow.
2. Review the 'Risk Factors' section for potential challenges and uncertainties facing RYVYL Inc.
3. Examine the 'Management's Discussion and Analysis of Financial Condition and Results of Operations' for insights into business performance and outlook.

Key Dates

• 2023-12-31: Fiscal Year End — Marks the end of the reporting period for the 10-K filing.
• 2024-03-26: Filing Date — Date RYVYL Inc. submitted its 10-K report.

Year-Over-Year Comparison

This is the initial 10-K filing for the fiscal year 2023. Previous filings would be for earlier periods.

Key Financial Figures

• $0.001 — ange on which registered Common Stock, $0.001 par value RVYL The Nasdaq Stock Mar
• $7.50 — 3 million based on the closing price of $7.50 per share of the registrant's common st
• $19.2 million — due in 2025 in the principal amount of $19.2 million is repaid in stock; Risks related to t
• $12.14 — Savvy. The share price at issuance was $12.14. Charge Savvy is a fintech company spec
• $18,110,000 — liability company ("Sky Financial") for $18,110,000. The Company paid $16,000,000 of cash i
• $16,000,000 — ial") for $18,110,000. The Company paid $16,000,000 of cash in March 2022 and issued 500,00
• $28.8 million — erience. The Company paid approximately $28.8 million (26.0 million) in total consideration f
• $225,000 — ange for an aggregate purchase price of $225,000. Logicquest was a shell company (as def
• $100 million — aggregate original principal amount of $100 million (the "Note"). The Note had an original
• $84 million — %) resulting in gross proceeds to us of $84 million. The Note was sold pursuant to the term

Filing Documents

• ryvyl20231231_10k.htm (10-K) — 2243KB
• ex_644980.htm (EX-19.1) — 90KB
• ex_642848.htm (EX-23.1) — 2KB
• ex_642849.htm (EX-31.1) — 13KB
• ex_642850.htm (EX-31.2) — 13KB
• ex_642851.htm (EX-32.1) — 4KB
• ex_642852.htm (EX-32.2) — 4KB
• ex_644981.htm (EX-97.1) — 19KB
• ryvyl_logo1.jpg (GRAPHIC) — 3KB
• 0001185185-24-000318.txt (&nbsp;) — 8653KB
• rvyl-20231231.xsd (EX-101.SCH) — 67KB
• rvyl-20231231_cal.xml (EX-101.CAL) — 69KB
• rvyl-20231231_def.xml (EX-101.DEF) — 320KB
• rvyl-20231231_lab.xml (EX-101.LAB) — 618KB
• rvyl-20231231_pre.xml (EX-101.PRE) — 336KB
• ryvyl20231231_10k_htm.xml (XML) — 1138KB

Business

Business 6 Item 1A.

Risk Factors

Risk Factors 14 Item 1B. Unresolved Staff Comments 21 Item 1C. Cybersecurity 22 Item 2.

Properties

Properties 22 Item 3.

Legal Proceedings

Legal Proceedings 22 Item 4. Mine Safety Disclosures 22 PART II Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 23 Item 6. [Reserved] 24 Item 7.

Management's Discussion and Analysis of Financial Condition and Results of Operations

Management's Discussion and Analysis of Financial Condition and Results of Operations 25 Item 7A.

Quantitative and Qualitative Disclosures about Market Risk

Quantitative and Qualitative Disclosures about Market Risk 29 Item 8.

Financial Statements and Supplementary Data

Financial Statements and Supplementary Data 29 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosures 30 Item 9A.

Controls and Procedures

Controls and Procedures 30 Item 9B. Other Information 31 Item 9C Disclosure Regarding Foreign Jurisdictions that Prevent Inspections 31 PART III Item 10. Directors, Executive Officers and Corporate Governance 32 Item 11.

Executive Compensation

Executive Compensation 36 Item 12.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 38 Item 13. Certain Relationships and Related Transactions, and Director Independence 39 Item 14. Principal Accounting Fees and Services 40 PART IV Item 15. Exhibits and Financial Statement Schedules 41 Item 16. Form 10-K Summary 42

Signatures

Signatures 43 CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS This Annual Report on Form 10-K (this "Report") and other materials we have filed or may file, as well as information included in our oral or written statements, contains "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 (the "Exchange Act"). These statements are often identified by the use of words such as "anticipate," "believe," "continue," "could," "estimate," "expect," "intend," "may," "plan," "project," "will," "would" or the negative or plural of these words or similar expressions or variations. Such forward-looking statements are subject to a number of risks, uncertainties, assumptions and other factors that could cause actual results and the timing of certain events to differ materially from future results expressed or implied by the forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those identified herein and in our other SEC filings. You should not rely upon forward-looking statements as predictions of future events. You should not place undue reliance on forward-looking statements. The cautionary statements set forth in this Report identify important matters or factors which you should consider in evaluating our forward-looking statements. These matters or factors include, among other things: Our ability to effectively execute our business plan; Our ability to manage our expansion, growth and operating expenses both domestically and internationally; Our ability to comply with new regulations and compliance requirements that affect our business; Our ability to evaluate and measure our business, prospects and performance metrics; Our ability to compete and succeed in an evolving industry; Our ability to respond and adapt to rapid changes in technology; Risks in connection with c

Business

Item 1. Business RYVYL Inc. is a financial technology company that develops, markets, and sells innovative blockchain-based payment solutions, which we believe offer significant improvements for the payment solutions marketplace. The Company's core focus is to develop and monetize disruptive blockchain-based applications, integrated within an end-to-end suite of financial products, capable of supporting a multitude of industries. The Company's proprietary, blockchain-based systems are designed to facilitate, record and store a virtually limitless volume of tokenized assets, representing cash or data, on a secured, immutable blockchain-based ledger. The Company was formerly known as ASAP Expo, Inc. and was incorporated in the State of Nevada on April 10, 2007. On January 4, 2020, PubCo and PrivCo entered into an Asset Purchase Agreement to memorialize a verbal agreement (the "Verbal Agreement") entered into on April 12, 2018, by and among PubCo (the buyer) and PrivCo (the seller). On April 12, 2018, pursuant to the Verbal Agreement, the Company acquired PrivCo's blockchain gateway and payment system business, point of sale system business, delivery business and kiosk business, bank and merchant accounts, as well as all intellectual property related thereto (the "GreenBox Business"). As consideration for the GreenBox Business, on April 12, 2018, the Company assumed PrivCo's liabilities that had been incurred in the normal course of the GreenBox Business. On May 3, 2018, the Company formally changed its name to "GreenBox POS, LLC," then subsequently changed its name to "GreenBox POS" on December 13, 2018. On October 13, 2022, GreenBox POS changed its name to "RYVYL Inc." On May 21, 2021, the Company acquired all of the outstanding stock of Northeast Merchant Systems, Inc. ("Northeast") in a transaction treated as a business combination. Northeast is a merchant services company providing merchant credit card processing through its own Bank Identification Number wit

View Full Filing

View this 10-K filing on SEC EDGAR