RTB Digital (RTB) FY2025 10-K Risk Factors: 25 New, 20 Dropped

What the changes say

Ryvyl shifted its focus toward a merger with RTB Digital after selling its European segment for $17.5 million in 2025 net losses.

What changed since the prior 10-K

New

NewRisks Related to Our Business and Industry
The merger with RTB could materially and adversely affect the business and operations of Ryvyl
The proposed merger with RTB may cause customers or vendors to delay business decisions and distract Ryvyl management.
NewRisks Related to Our Business and Industry
There is no assurance Ryvyl will be able to successfully enter the digital asset space or enhance its current business plan
Ryvyl faces uncertainty regarding whether its planned merger with RTB will successfully enter the digital asset space.
NewRisks Related to Our Business and Industry
As a public company, we have to bear the cost of public reporting under SEC requirements, Nasdaq compliance and management time and effort
Operating as a public company imposes ongoing legal, accounting, and compliance costs under SEC, Nasdaq, Sarbanes-Oxley, and Dodd-Frank rules.
NewRisks Related to Our Business and Industry
Sales, or the availability for sale, of substantial amounts of Ryvyl’s common stock could adversely affect the value of its common stock
Future sales of Ryvyl common stock could depress its market price and impair future equity financing.
NewRisks Related to Our Business and Industry
Ryvyl is a “non-accelerated filer” and a “smaller reporting company” for SEC filing purposes and it cannot be certain if the reduced disclosure requirements applicable will make Ryvyl’s common stock less attractive to investors
Ryvyl's status as a smaller reporting company and non-accelerated filer with reduced disclosure exemptions may make its stock less attractive.
NewRisks Related to Our Business and Industry
If shares of Ryvyl’s common stock cease to be listed on a national exchange Ryvyl’s securities will not be eligible for federal preemption rights and be subject to state “blue sky” laws which may affect Ryvyl’s capabilities of raising capital
Delisting from a national exchange would subject Ryvyl shares to state blue sky laws, complicating capital-raising efforts.
NewRisks Related to Our Business and Industry
If Ryvyl’s common stock is delisted from a national exchange some institutional investors may not be allowed to purchase Ryvyl’s shares and may be required to liquidate their current positions in Ryvyl’s stock which could negatively affect the price and volatility of Ryvyl’s shares
Institutional investment policies might force certain holders to liquidate Ryvyl shares if they are delisted from a national exchange.
NewRisks Related to Our Business and Industry
Ryvyl does not intend to pay dividends for the foreseeable future and, consequently, your ability to achieve a return on your investment will depend on appreciation in the price of Ryvyl’s common stock
Ryvyl does not intend to pay cash dividends, meaning investors must rely solely on stock price appreciation for returns.
NewRisks Related to Our Business and Industry
Future sales and issuances of Ryvyl’s equity securities or rights to purchase Ryvyl’s equity securities, including pursuant to Ryvyl’s equity incentive plans, would result in dilution of the percentage ownership of Ryvyl’s stockholders and could cause Ryvyl’s stock price to fall
Future equity issuances by Ryvyl would dilute existing stockholders and could depress the stock price.
NewRisks Related to Our Business and Industry
The public market for Ryvyl’s common stock has been volatile. This volatility may affect the ability of Ryvyl’s investors to sell their shares as well as the price at which they sell their shares
Historical volatility in Ryvyl's common stock trading price may persist and impede shareholder liquidity.
NewRisks Related to Our Business and Industry
Ryvyl has the right to issue shares of preferred stock. If it was to issue preferred stock, it is likely to have rights, preferences and privileges that may adversely affect the common stock
Ryvyl's board has the authority to issue blank check preferred stock with rights senior to common stock.
NewRisks Related to the Merger with RTB
The pro rata portion of the Merger Shares is not adjustable based on the market price of Ryvyl common stock or cash assets of RTB, so the merger consideration at the closing may have a greater or lesser value than at the time the Merger Agreement was signed
The exchange ratio for the RTB merger is fixed and unadjusted for market price fluctuations or cash balance changes.
NewRisks Related to the Merger with RTB
The exchange ratio formula in the Merger Agreement counts all warrants and options regardless of their exercise price. This means that warrants with exercise prices significantly above the current market price are included in the fully diluted share count, which affects the exchange ratio calculation
NewRisks Related to the Merger with RTB
The relative ownership position of our stockholders will be diluted as a result of the Merger
NewRisks Related to the Merger with RTB
The merger will result in changes to Ryvyl’s board of directors and management team that will affect Ryvyl’s business strategy post-merger as compared to its current business strategy
NewRisks Related to the Merger with RTB
If the merger is not consummated, Ryvyl will be significantly impaired financially and may not be able to sustain its business
NewRisks Related to the Merger with RTB
The market price of the common stock of the combined company following the merger may decline as a result of the merger
NewRisks Related to the Merger with RTB
The market price of our common stock after the proposed Merger with RTB may be affected by factors different from those currently affecting our shares of common stock
NewRisks Related to the Merger with RTB
Ryvyl and RTB stockholders may not realize a benefit from the merger commensurate with the ownership dilution they will experience in connection with the merger
NewRisks Related to the Merger with RTB
We may fail to realize all of the anticipated benefits of the proposed Merger with RTB
NewRisks Related to the Merger with RTB
During the pendency of the merger, Ryvyl and RTB may not be able to enter into a business combination with another party at a favorable price because of restrictions in the Merger Agreement, which could adversely affect their respective businesses
NewRisks Related to the Merger with RTB
Certain anti-takeover provisions of Nevada law could have the effect of delaying or preventing a third-party from acquiring us, even if the acquisition arguably could benefit our stockholders
NewRisks Related to the Merger with RTB
The consummation of the merger and the other transactions contemplated by the Merger Agreement are subject to a number of conditions, which, if not satisfied or waived, would adversely impact the parties’ ability to complete the Merger and the other transactions contemplated by the Merger Agreement
NewRisks Related to the Merger with RTB
Business acquisition activity involves numerous risks, including the risks that Ryvyl may be unable to integrate the acquired business successfully and that Ryvyl may assume liabilities that could adversely affect it
NewRisks Related to the Merger with RTB
Ryvyl is or may become a target of certain demands by individual or class action plaintiffs based on securities or derivative lawsuits in connection with the merger, which could result in substantial costs and may delay or prevent the consummation of the merger

Dropped

DroppedRisks Related to Our Business and Industry
We have entered into a Securities Purchase Agreement to sell a material subsidiary, which represents a substantial portion of our current business. Additionally, we may be required to pay significant liquidated damages if the prospective purchaser is unable to close the acquisition
DroppedRisks Related to Our Business and Industry
The loss of key personnel or the inability of replacements to quickly and successfully perform in their new roles could adversely affect our business
Sale of Ryvyl EU and potential liquidated damages.
DroppedRisks Related to Our Business and Industry
Our executive officers, directors, and principal shareholders maintain the ability to control substantially all matters submitted to shareholders for approval
Key personnel dependence on Ben Errez, Fredi Nisan, and George Oliva.
DroppedRisks Related to Our Business and Industry
A prolonged economic downturn could adversely affect our business
Insider ownership concentration controlling over 27 percent of voting power.
DroppedRisks Related to Our Business and Industry
The payments technology industry is highly competitive and highly innovative, and some of our competitors have greater financial and operational resources than we do, which may give them an advantage with respect to the pricing of services offered to customers and the ability to develop new and disruptive technologies
DroppedRisks Related to Our Business and Industry
Expectations relating to environmental, social, and governance (ESG) considerations could expose us to potential liabilities, increased costs, and reputational harm
Prolonged economic downturn impacts on client processing volumes.
DroppedRisks Related to Our Business and Industry
Adverse developments affecting the financial services industry, including events or concerns involving liquidity, defaults or non-performance by financial institutions, have and could in the future, adversely affect our business, financial condition, results of operations, or prospects
Competition in the payments technology industry from larger processors.
DroppedRisks Related to Our Business and Industry
Our business is dependent on our strategic banking relationships to process our electronic transactions. If we are unable to secure or retain a banking partner due to market conditions in the financial services industry, our financial condition will be materially affected
DroppedRisks Related to Our Business and Industry
Fluctuations in exchange rates could have a material and adverse effect on our results of operations and the value of your investment
DroppedRisks Related to Our Business and Industry
Changes to U.S. tariff and import/export regulations may affect our portfolio companies, and may negatively impact our business, results of operations or financial condition
Environmental, social, and governance compliance risks.
DroppedRisks Related to Our Business and Industry
We are currently operating in a period of severe capital markets disruptions and economic uncertainty which could impair our Company’s financial position and operating results and affect the industries in which we conduct our business and, in turn, harm our operating results
Banking industry liquidity events and uninsured cash deposits exceeding FDIC limits.
DroppedRisks Related to Our Financial Position and Need for Capital
Our revenue projections related to our new licensing arrangements with payment services providers may not materialize due to customer acquisition and banking compliance issues that are outside of our control
Strategic banking relationship dependencies for electronic transaction processing.
DroppedRisks Related to Our Financial Position and Need for Capital
Our financial statements may be materially affected if our estimates prove to be inaccurate as a result of our limited experience in making critical accounting estimates
Euro to U.S. dollar exchange rate fluctuations impacting international operations.
DroppedRisks Related to Our Financial Position and Need for Capital
The restatement of our historical financial statements has consumed a significant amount of our time and resources and may continue to do so
U.S. tariff and import export regulation changes announced in February 2025.
DroppedRisks Related to Our Financial Position and Need for Capital
Our financial statements may be materially affected as a result of material weaknesses in internal accounting controls
Capital markets disruptions and economic uncertainty from wars, pandemics, or disasters.
DroppedRisks Related to Our Financial Position and Need for Capital
We will require additional financing to sustain or grow our operations. Raising additional capital may cause dilution to our existing stockholders and investors, restrict our operations or require us to relinquish rights to our products and/or product candidates on unfavorable terms to us
Licensing arrangements and payment services provider revenue projections.
DroppedRisks Related to Our Financial Position and Need for Capital
We may not realize the anticipated benefits of acquisitions or investments in joint ventures, or those benefits may be delayed or reduced in their realization
DroppedRisks Related to Our Financial Position and Need for Capital
Our operating results may fluctuate significantly as a result of a variety of factors, many of which are outside of our control, which could cause fluctuations in the price of our securities
DroppedRisks Related to Cybersecurity, Information Technology, and Intellectual Property
We are highly dependent on information systems and systems failures or interruption could significantly disrupt our business, which may, in turn, negatively affect our financial results and the market price of our common stock
DroppedRisks Related to Owning Our Common Stock
We are subject to increased costs as a result of operating as a public company, and our management is required to devote substantial time to new compliance initiatives

Reworded

71% rewrittenRisks Related to Our Business and Industry
If we are not able to comply with the applicable continued listing requirements or standards of Nasdaq, the Ryvyl common stock could be delisted from Nasdaq
Added specific mentions of past Nasdaq deficiency notices regarding minimum stockholders equity and minimum closing bid price.
Was: If we are not able to comply with the applicable continued listing requirements or standards of Nasdaq, our common stock could be delisted from Nasdaq
67% rewrittenRisks Related to Our Business and Industry
Our financial situation creates doubt whether we will continue as a going concern if the merger is not completed
Updated 2025 net loss figures to $17.5 million, accumulated deficit to $196.9 million, and noted the loss of European profit repatriation following the June 2025 Ryvyl EU sale.
Was: Our financial situation creates doubt whether we will continue as a going concern
63% rewrittenRisks Related to Our Business and Industry
Low or changing demand for new products and the inability to develop and introduce new products at favorable margins could adversely impact our performance and prospects for future growth
Specified that competitive advantages and product introduction risks apply specifically to Ryvyl products.
Was: Low demand for new products and the inability to develop and introduce new products at favorable margins could adversely impact our performance and prospects for future growth
27% rewrittenRisks Related to Our Business and Industry
If we cannot keep pace with technological developments to provide new and innovative products and services, the use of our products and services and, consequently, our revenues, could decline
Removed internet browser technologies and compliance obligations from technological changes, and added that new technology requires new regulatory compliance.
Was: If we cannot keep pace with rapid technological developments to provide new and innovative products and services, the use of our products and services and, consequently, our revenues, could decline
25% rewrittenRisks Related to Our Business and Industry
If securities or industry analysts do not publish research, or publish inaccurate or unfavorable research, about our business, our stock price and our trading volume could decline
Specified that analyst coverage risks and stock price declines directly impact Ryvyl common stock.

All 38 risk factors

Headings as the filing states them, in filing order.

Risks Related to Our Business and Industry

01Our financial situation creates doubt whether we will continue as a going concern if the merger is not completed67% rewritten
02The merger with RTB could materially and adversely affect the business and operations of RyvylNew
03There is no assurance Ryvyl will be able to successfully enter the digital asset space or enhance its current business planNew
04Low or changing demand for new products and the inability to develop and introduce new products at favorable margins could adversely impact our performance and prospects for future growth63% rewritten
05Ryvyl could face substantial competition, which could reduce our market share and negatively impact our net revenue
06Litigation may adversely affect our business, financial condition, and results of operations
07We are increasingly dependent on information technology, and potential cyberattacks, security problems, or other disruption and expanding social media vehicles present new risks
08Business interruptions or systems failures may impair the availability of our websites, applications, products or services, or otherwise harm our business
09Software and hardware defects, failures, undetected errors and development delays could affect our ability to deliver our services, damage customer relations, expose us to liability and have an adverse effect on our business, financial condition and results of operations
10Privacy regulation is an evolving area and compliance with applicable privacy regulations may increase our operating costs or adversely impact our ability to service our clients and market our products and services
11Third-party claims of infringement against us could adversely affect our ability to market our products and require us to redesign our products or seek licenses from third parties
12If we cannot keep pace with technological developments to provide new and innovative products and services, the use of our products and services and, consequently, our revenues, could decline27% rewritten
13As a public company, we have to bear the cost of public reporting under SEC requirements, Nasdaq compliance and management time and effortNew
14If we are not able to comply with the applicable continued listing requirements or standards of Nasdaq, the Ryvyl common stock could be delisted from Nasdaq71% rewritten
15In the event that the Ryvyl common stock is delisted from Nasdaq, U.S. broker-dealers may be discouraged from effecting transactions in shares of the Ryvyl common stock because it may be considered a penny stock and thus be subject to the penny stock rules
16If securities or industry analysts do not publish research, or publish inaccurate or unfavorable research, about our business, our stock price and our trading volume could decline25% rewritten
17Sales, or the availability for sale, of substantial amounts of Ryvyl’s common stock could adversely affect the value of its common stockNew
18Ryvyl is a “non-accelerated filer” and a “smaller reporting company” for SEC filing purposes and it cannot be certain if the reduced disclosure requirements applicable will make Ryvyl’s common stock less attractive to investorsNew
19If shares of Ryvyl’s common stock cease to be listed on a national exchange Ryvyl’s securities will not be eligible for federal preemption rights and be subject to state “blue sky” laws which may affect Ryvyl’s capabilities of raising capitalNew
20If Ryvyl’s common stock is delisted from a national exchange some institutional investors may not be allowed to purchase Ryvyl’s shares and may be required to liquidate their current positions in Ryvyl’s stock which could negatively affect the price and volatility of Ryvyl’s sharesNew
21Ryvyl does not intend to pay dividends for the foreseeable future and, consequently, your ability to achieve a return on your investment will depend on appreciation in the price of Ryvyl’s common stockNew
22Future sales and issuances of Ryvyl’s equity securities or rights to purchase Ryvyl’s equity securities, including pursuant to Ryvyl’s equity incentive plans, would result in dilution of the percentage ownership of Ryvyl’s stockholders and could cause Ryvyl’s stock price to fallNew
23The public market for Ryvyl’s common stock has been volatile. This volatility may affect the ability of Ryvyl’s investors to sell their shares as well as the price at which they sell their sharesNew
24Ryvyl has the right to issue shares of preferred stock. If it was to issue preferred stock, it is likely to have rights, preferences and privileges that may adversely affect the common stockNew

Risks Related to the Merger with RTB

25The pro rata portion of the Merger Shares is not adjustable based on the market price of Ryvyl common stock or cash assets of RTB, so the merger consideration at the closing may have a greater or lesser value than at the time the Merger Agreement was signedNew
26The exchange ratio formula in the Merger Agreement counts all warrants and options regardless of their exercise price. This means that warrants with exercise prices significantly above the current market price are included in the fully diluted share count, which affects the exchange ratio calculationNew
27The relative ownership position of our stockholders will be diluted as a result of the MergerNew
28The merger will result in changes to Ryvyl’s board of directors and management team that will affect Ryvyl’s business strategy post-merger as compared to its current business strategyNew
29If the merger is not consummated, Ryvyl will be significantly impaired financially and may not be able to sustain its business New
30The market price of the common stock of the combined company following the merger may decline as a result of the mergerNew
31The market price of our common stock after the proposed Merger with RTB may be affected by factors different from those currently affecting our shares of common stockNew
32Ryvyl and RTB stockholders may not realize a benefit from the merger commensurate with the ownership dilution they will experience in connection with the mergerNew
33We may fail to realize all of the anticipated benefits of the proposed Merger with RTBNew
34During the pendency of the merger, Ryvyl and RTB may not be able to enter into a business combination with another party at a favorable price because of restrictions in the Merger Agreement, which could adversely affect their respective businessesNew
35Certain anti-takeover provisions of Nevada law could have the effect of delaying or preventing a third-party from acquiring us, even if the acquisition arguably could benefit our stockholdersNew
36The consummation of the merger and the other transactions contemplated by the Merger Agreement are subject to a number of conditions, which, if not satisfied or waived, would adversely impact the parties’ ability to complete the Merger and the other transactions contemplated by the Merger AgreementNew
37Business acquisition activity involves numerous risks, including the risks that Ryvyl may be unable to integrate the acquired business successfully and that Ryvyl may assume liabilities that could adversely affect itNew
38Ryvyl is or may become a target of certain demands by individual or class action plaintiffs based on securities or derivative lawsuits in connection with the merger, which could result in substantial costs and may delay or prevent the consummation of the mergerNew

Other RTB Digital 10-Ks

FY2024 10-K risk factors
33 risks
Substantial going concern doubts with a net loss of $26.8 million and accumulated deficit of $179.4 million dominate RTB Digital's risks. The pending sale of subsidiary Ryvyl EU and historical financial restatements create significant operational uncertainty.
Filed Mar 28, 2025

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The headings are the filing's own. The one-line readings and the overview are automated and can be wrong: read Item 1A of the 10-K for the exact wording.