RYVYL Inc. Files S-1 with SEC

TL;DR

RYVYL Inc. (fka GreenBox POS) just filed an S-1. Big news coming.

AI Summary

RYVYL Inc. filed an S-1 registration statement with the SEC on February 14, 2025. The company, formerly known as GreenBox POS, is incorporated in Nevada and headquartered in San Diego, California. This filing indicates a move towards public offering or significant corporate action, though specific details on the offering size or purpose are not yet detailed in this initial S-1 header.

Why It Matters

This S-1 filing signals that RYVYL Inc. is preparing for a significant event such as an initial public offering or a substantial debt/equity offering, which could impact its valuation and market presence.

Risk Assessment

Risk Level: medium — S-1 filings often precede significant financial events like IPOs or large offerings, which carry inherent market risks and require thorough due diligence.

Key Numbers

• 333-284986 — SEC File Number (Identifies the specific SEC registration)
• 25630345 — Film Number (Internal SEC processing number)

Key Players & Entities

• RYVYL Inc. (company) — Registrant
• GreenBox POS (company) — Former company name
• 3131 Camino Del Rio North, Suite 1400 San Diego, CA 92108 (location) — Business and Mail Address
• February 14, 2025 (date) — Filing Date
• 8742 (number) — Standard Industrial Classification Code

FAQ

Key Financial Figures

• $20,000,000 — COMPLETION DATED February 14 , 2025 $20,000,000 Up to Units consisting of Shares of
• $0.001 — ne share of our common stock, par value $0.001 per share, and one warrant (the "Common
• $1.24 — on the Nasdaq on February 13, 2025 was $1.24 per share of common stock. There is no
• $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

Filing Documents

• rvyls1021225.htm (S-1) — 3432KB
• rvylsex23-1.htm (EX-23.1) — 5KB
• rvylsex107.htm (EX-FILING FEES) — 85KB
• image_001.jpg (GRAPHIC) — 7KB
• image_002.jpg (GRAPHIC) — 3KB
• ex23-1_001.jpg (GRAPHIC) — 12KB
• ex23-1_002.jpg (GRAPHIC) — 3KB
• 0001185185-25-000141.txt ( ) — 11228KB
• rvyl-20240930.xsd (EX-101.SCH) — 67KB
• rvyl-20240930_cal.xml (EX-101.CAL) — 79KB
• rvyl-20240930_def.xml (EX-101.DEF) — 394KB
• rvyl-20240930_lab.xml (EX-101.LAB) — 617KB
• rvyl-20240930_pre.xml (EX-101.PRE) — 431KB
• rvyls1021225_htm.xml (XML) — 1394KB

Dilution

Dilution 22 Market Information for Common Stock and Dividend Policy 23 Management's Discussion and Analysis of Financial Condition and Results of Operation 24

Business

Business 37 Management 49 Executive Compensation 54 Certain Relationships and Related Transactions 57 Security 59 Description of Capital Stock 60 Description of Securities We Are Offering 63 Plan of Distribution 6 6 Material U.S. Federal Income Tax Consequences 71 Experts 77 Legal Matters 77 Where You Can Find More Information 77 Index to Financial Statements F-1 i About this Prospectus We and the Placement Agent have not authorized anyone to provide any information or to make any representations other than those contained in this prospectus or in any free writing prospectuses prepared by us or on our behalf or to which we have referred you. We take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. This prospectus is an offer to sell only the securities offered hereby, but only under circumstances and in jurisdictions where it is lawful to do so. We are not making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted or where the person making the offer or sale is not qualified to do so or to any person to whom it is not permitted to make such offer or sale. The information contained in this prospectus is current only as of the date on the front cover of the prospectus. Our business, financial condition, results of operations and prospects may have changed since that date. You should rely only on the information provided in this prospectus. You should not assume that the information contained in this prospectus or any related free writing prospectus is accurate on any date subsequent to the date set forth on the front of the document, even though this prospectus or any related free writing prospectus is delivered, or securities are sold, on a later date. This prospectus contains summaries of certain provisions

financial statements and related notes included in this prospectus

financial statements and related notes included in this prospectus. Unless the context indicates otherwise, when we refer to "RYVYL," "we," "our," "us" and the "Company" in this prospectus, we mean RYVYL Inc. unless otherwise specified. When we refer to "you," we mean the potential investors of the common stock offered hereby. Our Company RYVYL's strategy is rooted in our mission to transform the global payments landscape through technology-driven, customer-centric, and compliance-focused financial solutions. Our legacy product was developed to facilitate payment processing for previously all cash businesses, offering a cloud-based network interface, merchant management system, Point of Sale connectivity to facilitate noncash payment methods such as credit cards, debit cards and prepaid gift cards and to disburse those funds electronically to merchants later upon request. The business has expanded both organically and through acquisitions. The company's second-generation platform and financial service layers provide a dual-sided payment platform that facilitates both acquiring and disbursements services. We operate globally in two segments, North America and Europe, expanding our product offerings, cultivating strategic partnerships, and maintaining robust regulatory compliance across all markets in which we operate. RYVYL's comprehensive product suite is designed to create value across the entire financial ecosystem. By combining advanced technology, global reach, and deep regulatory expertise, we empower businesses to manage payments, optimize cash flow, and scale operations efficiently in an increasingly digital world. We believe that our commitment to continuous innovation helps us to remain at the forefront of the global fintech landscape, delivering secure, reliable, and transformative financial solutions that drive growth and create lasting value for our clients and stakeholders. RYVYL INC. operates through distinct business segments designed to mee

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View this S-1 filing on SEC EDGAR