RYVYL Inc. Completes Asset Acquisition/Disposition

TL;DR

RYVYL Inc. just filed an 8-K for an asset deal. Big changes coming.

AI Summary

On September 18, 2025, RYVYL Inc. filed an 8-K report indicating the completion of an acquisition or disposition of assets. The filing also includes financial statements and exhibits related to this event. The company, formerly known as GreenBox POS, is incorporated in Nevada and headquartered in San Diego, California.

Why It Matters

This filing signals a significant corporate event for RYVYL Inc., potentially impacting its business structure, assets, and financial standing.

Risk Assessment

Risk Level: medium — The completion of an acquisition or disposition of assets can introduce significant financial and operational risks and opportunities.

Key Players & Entities

• RYVYL Inc. (company) — Registrant
• GreenBox POS (company) — Former company name
• September 18, 2025 (date) — Date of report and earliest event
• Nevada (jurisdiction) — State of incorporation
• San Diego, CA (location) — Business address city and state

FAQ

Key Financial Figures

• $0.001 — ch registered Common Stock, par value $0.001 per share RVYL The Nasdaq Stock Mar
• $15,000,000 — pe") for an aggregate purchase price of $15,000,000. As also reported in the January 2025
• $16.5 million — plated therein, by paying the Purchaser $16.5 million on or before 90 days after the date of
• $500,000 — sideration for the Company's payment of $500,000 to the Purchaser. If the SPA was termin
• $750,000 — e Company's payment to the Purchaser of $750,000. All other terms of the SPA and the Ter

Filing Documents

• rvyl8k091825.htm (8-K) — 32KB
• rvylex99-1.htm (EX-99.1) — 108KB
• 0001185185-25-001226.txt ( ) — 314KB
• rvyl-20250918.xsd (EX-101.SCH) — 3KB
• rvyl-20250918_lab.xml (EX-101.LAB) — 33KB
• rvyl-20250918_pre.xml (EX-101.PRE) — 22KB
• rvyl8k091825_htm.xml (XML) — 4KB

01 Completion of Acquisition or Disposition of Assets

Item 2.01 Completion of Acquisition or Disposition of Assets As reported in Amendment No. 2 to Registration ("SEC") on July 2, 2025 (the July 2, 2025 S-1 Amendment"), the Company completed the sale of its indirect subsidiary, Ryvyl (EU) EAD, a company organized under the laws of Bulgaria ("Ryvyl EU"). The Company first reported that the sale was expected to close in the second quarter of 2025, in Amendment Number 1 to Registration Statement on Form S-1/A filed with the SEC on June 13, 2025, and accepted by the SEC on June 16, 2025 (the "June 16, 2025 S-1 Amendment"). Transactions leading up to the completion of the sale of Ryvyl EU, were as follows. As reported in the Company's Current Report on Form 8-K filed with the SEC on January 24, 2025 (the "January 2025 Form 8-K), on January 23, 2025, in connection with the Company's securing financing, the Company entered into a stock purchase agreement (the "SPA") with a purchaser (the "Purchaser") which provides for the sale to the Purchaser of all of the issued and outstanding shares of capital stock (the "Ryvyl EU Shares") of Ryvyl EU, by Transact Europe Holdings EOOD, the Company's wholly owned subsidiary, also domiciled in Bulgaria ("Transact Europe") for an aggregate purchase price of $15,000,000. As also reported in the January 2025 Form 8-K, on January 23, 2025, the Company, Transact Europe and the Purchaser also entered into a Termination Agreement (the "Termination Agreement"). Among other things, the Termination Agreement provided the Company with the right to terminate the SPA and all of the transactions contemplated therein, by paying the Purchaser $16.5 million on or before 90 days after the date of execution of the SPA (April 23, 2025), provided that such date could be extended an additional 30 days (May 23, 2025) in consideration for the Company's payment of $500,000 to the

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. Attached as Exhibit 99.1 is the Unaudited Pro Forma Financial Information that was first included in the June 16, 2025 S-1 Amendment and then also included in the July 2, 2025 S-1 Amendment.

Forward-Looking Statements

Forward-Looking Statements This Current Report, including any 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 "anticipate," "believe," "estimate" and "continue" or similar words, including statements regarding the Company's ability to regain compliance with the Majority Independent Board Requirement or the Audit Committee Composition Requirement. 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, 2024 and other filings filed with the SEC (including its Current Reports on Form 8-K and Quarterly Reports on Form 10-Q), including the risk that the Company may not meet the Majority Independent Board Requirement or the Audit Committee Composition Requirement in the required timeframe or, in the future, the risk that the Company may not otherwise meet the requirements for continued listing under th

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View this 8-K filing on SEC EDGAR