RTB Digital, Inc 8-K, filed Sep 18, 2025
RTB Digital, Inc. (RTB)
About this 8-K
RTB Digital, Inc filed this 8-K on September 18, 2025.
Items reported
- Item 2.01: Completed an acquisition or sale of assets
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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Item 2.01 Completion of Acquisition or Disposition of Assets
As reported in Amendment No. 2 to Registration Statement on Form S-1/A filed by RYVYL Inc. (the “Company”) on July 1, 2025, and accepted by the Securities and Exchange Commission (“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 Purchaser. If the SPA was terminated as a result of such payment by the Company, the Ryvyl EU Shares would not be sold to the Purchaser and would be returned to Transact Europe and the SPA would be void and of no further force or effect, except for some provisions that survive termination. In the event that the SPA was not so terminated, then the Purchaser had the right to close on its purchase of the Ryvyl EU Shares.
As reported in the Company’s Current Report on Form 8-K filed with the SEC on April 24, 2025, on April 23, 2025, the Company, Transact Europe, and the Purchaser executed and entered into a modification agreement (the “Modification Agreement”) which provides that, notwithstanding the terms of the Termination Agreement or the January 2025 SPA, the Purchaser would not take any actions to close on the purchase of the Ryvyl EU Shares before May 6, 2025, so that the Company and the Purchaser could attempt to enter into an alternative transaction in lieu of the securities purchase transaction under the SPA. The Company had the right, at any time, on or before May 6, 2025, to extend this period, so that the Purchaser would not exercise such right to purchase the Ryvyl EU Shares, until May 27, 2025, in consideration for the Company’s payment to the Purchaser of $750,000. All other terms of the SPA and the Termination Agreement remained unchanged and in full force and effect.
As reported in the Company’s Current Report on Form 8-K filed with the SEC on May 8, 2025, on May 7, 2025, the Purchaser provided a letter of notice to the Company and Transact Europe, stating that due to the Company’s not exercising its right to terminate the SPA by payment to the Purchaser of $16.5 million within the time so prescribed by the Termination Agreement, and as the Company had not exercised its right to extend the period during which time the Purchaser agreed not to exercise its rights to close on the transaction per the Modification Agreement (the “Standstill Period”), the Company no longer had the right to terminate the SPA pursuant to the Termination Agreement, and the Standstill Period had expired. The Purchaser also notified the Company that notwithstanding the foregoing, they did not intend to take the final steps to close on the purchase of the Ryvyl EU Shares for a period of ten calendar days from and including the date of the letter, or until May 16, 2025. The parties continued discussions during this period. All other terms of the SPA and the Termination Agreement remained unchanged and in full force and effect.
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On May 14, 2025, the Purchaser notified the Company that it would proceed to take steps to acquire the Ryvyl EU Shares, and the Company issued a press release stating that the parties had ceased discussions to restructure the terms of the pre-funded asset sale of its Ryvyl EU subsidiary.
On June 13, 2025, the Company received a letter from the Purchaser which, in the opinion of the Company, provides that the Company’s obligation to pay damages in the amount of $16.5 million or any other amount to the Purchaser, as provided in the SPA shall cease to apply.
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
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 statements are characterized by future or conditional verbs such as “may,” “will,” “expect,” “intend,” “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 the Nasdaq Listing Rules, the risk that Nasdaq may not grant the Company relief from delisting if necessary, and the risk that the Company may not ultimately meet applicable Nasdaq requirements. 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.
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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: September 18, 2025 | RYVYL Inc. | ||
| By: | /s/ Fredi Nisan | ||
| Name: | Fredi Nisan | ||
| Title: | Chief Executive Officer | ||
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Exhibit 99.1
UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL INFORMATION
On May 14, 2025, the Company issued a press release stating that the parties to the previously disclosed SPA dated January 23, 2025, had ceased discussions to restructure the terms of the pre-funded asset sale of its Ryvyl EU subsidiary and it now expected the buyer to begin taking the final steps to close the pre-funded sale. As such, the sale of Ryvyl EU pursuant to the January 23, 2025 SPA is now considered probable.
The pending sale of Ryvyl EU represents a significant portion of the Company’s current business and substantially all of the business classified under the Company’s International reporting segment as described in the Notes to the unaudited condensed consolidated financial statements for the period ended March 31, 2025 and 2024, and the audited consolidated financial statements for the year ended December 31, 2024 and 2023. As the pending sale of Ryvyl EU represents a strategic shift that will have a significant effect on the Company’s operations and financial results, we have determined that the pending sale has met the criteria to be classified as a discontinued operation, in accordance with ASC 205-20, Presentation of Financial Statements - Discontinued Operations (“ASC 205-20”), as of the second quarter of 2025. Accordingly, the Company will begin accounting for Ryvyl EU as a discontinued operation beginning with its Quarterly Report on Form 10-Q for the quarter ended June 30, 2025.
The Company’s estimates for discontinued operations as presented in the below pro forma condensed consolidated financial information are preliminary and actual results could differ materially from these estimates once the pending sale of Ryvyl EU closes, which is expected to occur in the second quarter or third quarter of 2025.
These unaudited pro forma condensed consolidated financial statements are presented to illustrate the estimated effects of the pending sale of Ryvyl EU on the financial position and results of operations of the Company. The unaudited pro forma condensed consolidated financial statements have been prepared in accordance with Article 11 of Regulation S-X and were derived from the Company’s historical consolidated financial statements, adjusted to give effect to the pending disposition of Ryvyl EU as if it had occurred as of March 31, 2025, and during the interim period ended March 31, 2025 and year ended December 31, 2024.
The unaudited pro forma condensed consolidated financial information is provided for informational purposes only and does not purport to represent the Company’s actual financial condition or results of operations had the pending sale of Ryvyl EU occurred on the dates indicated nor does it project the Company’s results of operations or financial condition for any future period or date. The Company has prepared the unaudited pro forma condensed financial information based on available information using certain assumptions that it believes are reasonable. As a result, the actual results reported by the Company in periods following the pending Ryvyl EU sale may differ materially from this unaudited pro forma condensed financial information.
RYVYL INC.
PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
(Unaudited)
(In thousands, except par value and share data)
| As of March 31, 2025 | ||||||||||||||
| Historical Ryvyl Inc. (As Reported) | Sale of Ryvyl EU (A) | Notes | Pro Forma Ryvyl Inc. | |||||||||||
| ASSETS | ||||||||||||||
| Current Assets: | ||||||||||||||
| Cash and cash equivalents | $ | 2,980 | $ | (2,809 | ) | $ | 171 | |||||||
| Restricted cash | 74,510 | (70,058 | ) | 4,452 | ||||||||||
| Accounts receivable, net of allowance for credit losses of $294 and $206, respectively | 958 | (0 | ) | 958 | ||||||||||
| Cash due from gateways, net of allowance of $152 and $89, respectively | - | - | - | |||||||||||
| Prepaid and other current assets | 1,387 | (202 | ) | 1,185 | ||||||||||
| Total current assets | 79,835 | (73,069 | ) | 6,766 | ||||||||||
| Non-current Assets: | ||||||||||||||
| Property and equipment, net | 131 | (16 | ) | 115 | ||||||||||
| Goodwill | 19,637 | (19,637 | ) | - | ||||||||||
| Intangible assets, net | 2,969 | (566 | ) | 2,403 | ||||||||||
| Operating lease right-of-use assets, net | 3,140 | (185 | ) | 2,955 | ||||||||||
| Other assets | 2,361 | (1,976 | ) | 385 | ||||||||||
| Total non-current assets | 28,238 | (22,380 | ) | 5,858 | ||||||||||
| Total assets | $ | 108,073 | $ | (95,449 | ) | $ | 12,624 | |||||||
| LIABILITIES AND STOCKHOLDERS' EQUITY | ||||||||||||||
| Current Liabilities: | ||||||||||||||
| Accounts payable | $ | 4,245 | $ | (198 | ) | $ | 4,046 | |||||||
| Accrued liabilities | 7,467 | (2,182 | ) | (i) | 5,285 | |||||||||
| Payment processing liabilities, net | 76,089 | (71,029 | ) | 5,060 | ||||||||||
| Note payable | 15,000 | (15,000 | ) | (i) | - | |||||||||
| Current portion of operating lease liabilities | 875 | (157 | ) | 719 | ||||||||||
| Other current liabilities | 238 | (91 | ) | 147 | ||||||||||
| Total current liabilities | 103,914 | (88,657 | ) | 15,257 | ||||||||||
| Long term debt, net of debt discount | 4,594 | - | 4,594 | |||||||||||
| Operating lease liabilities, less current portion | 2,647 | (84 | ) | 2,563 | ||||||||||
| Total liabilities | 111,155 | (88,741 | ) | 22,414 | ||||||||||
| Stockholders' Equity: | ||||||||||||||
| Preferred stock, Series B, par value $0.01, 5,000,000 shares authorized; 0 and 53,499 shares issued and outstanding at March 31, 2025 and December 31, 2024, respectively | - | - | - | |||||||||||
| Common stock, par value $0.001, 100,000,000 shares authorized; 8,351,086 and 8,032,318 shares issued and outstanding at March 31, 2025 and December 31, 2024, respectively | 8 | - | 8 | |||||||||||
| Additional paid-in capital | 179,222 | (13,499 | ) | 165,723 | ||||||||||
| Accumulated other comprehensive (loss) income | (149 | ) | (122 | ) | (271 | ) | ||||||||
| Accumulated deficit | (182,163 | ) | 6,913 | (175,250 | ) | |||||||||
| Total stockholders' equity | (3,082 | ) | (6,708 | ) | (ii) | (9,790 | ) | |||||||
| Total liabilities and stockholders’ equity | $ | 108,073 | $ | (95,449 | ) | $ | 12,624 | |||||||
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RYVYL INC.
PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
(Unaudited)
(In thousands, except share and per share data)
| Three Months Ended March 31, 2025 | ||||||||||||
| Historical Ryvyl Inc. (As Reported) | Discontinued Operations of Ryvyl EU (B) | Pro Forma Ryvyl Inc. | ||||||||||
| Revenue | $ | 15,133 | $ | (12,363 | ) | $ | 2,770 | |||||
| Cost of revenue | 8,418 | (7,018 | ) | 1,400 | ||||||||
| Gross profit | 6,715 | (5,345 | ) | 1,370 | ||||||||
| Operating expenses: | ||||||||||||
| Advertising and marketing | 33 | (29 | ) | 3 | ||||||||
| Research and development | 449 | - | 449 | |||||||||
| General and administrative | 1,541 | (404 | ) | 1,137 | ||||||||
| Payroll and payroll taxes | 3,883 | (1,260 | ) | 2,623 | ||||||||
| Professional fees | 1,066 | (48 | ) | 1,019 | ||||||||
| Stock compensation expense | 55 | - | 55 | |||||||||
| Depreciation and amortization | 133 | (51 | ) | 82 | ||||||||
| Restructuring charges | 403 | - | 403 | |||||||||
| Total operating expenses | 7,563 | (1,792 | ) | 5,771 | ||||||||
| Loss from operations | (848 | ) | (3,553 | ) | (4,401 | ) | ||||||
| Other income (expense): | ||||||||||||
| Interest expense | (1,229 | ) | - | (1,229 | ) | |||||||
| Accretion of debt discount | (128 | ) | - | (128 | ) | |||||||
| Other income (expense) | (68 | ) | 115 | 47 | ||||||||
| Total other income (expense), net | (1,425 | ) | 115 | (1,310 | ) | |||||||
| Loss before provision for income taxes | (2,273 | ) | (3,438 | ) | (5,711 | ) | ||||||
| Income tax provision | 483 | (342 | ) | 141 | ||||||||
| Net loss | $ | (2,756 | ) | $ | (3,096 | ) | $ | (5,852 | ) | |||
| Comprehensive income statement: | ||||||||||||
| Net loss | (2,756 | ) | (3,096 | ) | (5,852 | ) | ||||||
| Foreign currency translation gain/(loss) | 1,102 | - | 1,102 | |||||||||
| Total comprehensive loss | $ | (1,654 | ) | $ | (3,096 | ) | $ | (4,750 | ) | |||
| Net loss per share: | ||||||||||||
| Basic and diluted | $ | (0.33 | ) | $ | (0.71 | ) | ||||||
| Weighted average number of common shares outstanding: | ||||||||||||
| Basic and diluted | 8,265,255 | 8,265,255 | ||||||||||
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RYVYL INC.
PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
(Unaudited)
(In thousands, except share and per share data)
| Year Ended December 31, 2024 | ||||||||||||
| Historical Ryvyl Inc. (As Reported) | Discontinued Operations of Ryvyl EU (B) | Pro Forma Ryvyl Inc. | ||||||||||
| Revenue | $ | 55,998 | $ | (37,839 | ) | $ | 18,159 | |||||
| Cost of revenue | 33,572 | (22,806 | ) | 10,766 | ||||||||
| Gross profit | 22,426 | (15,033 | ) | 7,393 | ||||||||
| Operating expenses: | ||||||||||||
| Advertising and marketing | 95 | (29 | ) | 66 | ||||||||
| Research and development | 3,848 | - | 3,848 | |||||||||
| General and administrative | 6,933 | (2,032 | ) | 4,901 | ||||||||
| Payroll and payroll taxes | 13,836 | (4,276 | ) | 9,560 | ||||||||
| Professional fees | 4,372 | (118 | ) | 4,254 | ||||||||
| Stock compensation expense | 624 | - | 624 | |||||||||
| Depreciation and amortization | 2,264 | (253 | ) | 2,011 | ||||||||
| Impairment of goodwill | 6,675 | - | 6,675 | |||||||||
| Impairment of intangible assets | 3,028 | - | 3,028 | |||||||||
| Restructuring charges | 1,636 | - | 1,636 | |||||||||
| Total operating expenses | 43,311 | (6,708 | ) | 36,603 | ||||||||
| Loss from operations | (20,885 | ) | (8,325 | ) | (29,210 | ) | ||||||
| Other income (expense): | ||||||||||||
| Interest expense | (862 | ) | (7 | ) | (869 | ) | ||||||
| Accretion of debt discount | (2,258 | ) | - | (2,258 | ) | |||||||
| Changes in fair value of derivative liability | 14 | - | 14 | |||||||||
| Derecognition expense on conversion of convertible debt | (600 | ) | - | (600 | ) | |||||||
| Legal settlement expense | (2,064 | ) | - | (2,064 | ) | |||||||
| Gain on sale of property and equipment | - | - | - | |||||||||
| Other income (expense) | 970 | (715 | ) | 255 | ||||||||
| Total other income (expense), net | (4,800 | ) | (722 | ) | (5,522 | ) | ||||||
| Loss before provision for income taxes | (25,685 | ) | (9,047 | ) | (34,732 | ) | ||||||
| Income tax provision | 1,140 | (750 | ) | 390 | ||||||||
| Net loss | $ | (26,825 | ) | $ | (8,297 | ) | $ | (35,122 | ) | |||
| Comprehensive income statement: | ||||||||||||
| Net loss | (26,825 | ) | (8,297 | ) | (35,122 | ) | ||||||
| Foreign currency translation gain/(loss) | (1,652 | ) | - | (1,652 | ) | |||||||
| Total comprehensive loss | $ | (28,477 | ) | $ | (8,297 | ) | $ | (36,774 | ) | |||
| Net loss per share: | ||||||||||||
| Basic and diluted | $ | (4.01 | ) | $ | (5.25 | ) | ||||||
| Weighted average number of common shares outstanding: | ||||||||||||
| Basic and diluted | 6,694,165 | 6,694,165 | ||||||||||
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The Unaudited Pro Forma Condensed Consolidated Balance Sheet as of March 31, 2025, and the Unaudited Pro Forma Condensed Consolidated Statements of Operations for the three months ended March 31, 2025 and for the year ended December 31, 2024, include the following adjustments:
| (A) | Reflects the sale of Ryvyl EU pursuant to the SPA and adjustments required to record the consideration received in connection with the sale, and recognition of the estimated loss on sale in retained earnings (accumulated deficit) as if the transaction had occurred as of March 31, 2025. |
| (i) | Consideration received in connection with the sale consists of the following: |
| Note payable | $ | 15,000 | ||
| Accrued interest on note payable | 1,117 | |||
| Total consideration received | $ | 16,117 |
| (ii) | Estimated loss on the sale of Ryvyl EU, assuming the sale occurred as of March 31, 2025: |
| Total consideration received | $ | 16,117 | ||
| Net assets sold | (22,824 | ) | ||
| Pre-tax loss on sale | (6,708 | ) | ||
| Estimated tax expense (benefit) (a) | - | |||
| Estimated after-tax loss on sale | $ | (6,708 | ) |
For purposes of the unaudited pro forma condensed consolidated balance sheet, the estimated loss recognized in retained earnings (accumulated deficit) is based on the net carrying value of Ryvyl EU as of March 31, 2025 rather than as of the transaction closing date, which is pending as of the date of this prospectus. As a result, the estimated loss reflected herein may differ materially from the actual loss on the sale upon the closing of the transaction because of the differences in the carrying value of assets and liabilities at the closing date.
| (a) | For tax purposes, the Company expects to incur a capital loss on the sale of Ryvyl EU but it does not expect to be able to realize any benefit from such loss as it does not anticipate being able to generate offsetting capital gains in the foreseeable future. |
| (B) | Reflects the reclassification of the operations of Ryvyl EU as a discontinued operation in accordance with ASC 205-20. The Ryvyl EU results were adjusted to exclude shared services allocations that were previously allocated to Ryvyl EU for the year ended December 31, 2024, as they did not meet the discontinued operations criteria. No similar allocations were made to Ryvyl EU for the three months ended March 31, 2025. |
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