RYVYL Announces Closing of $6.0 Million Public Offering

Rhea-AI Summary

RYVYL (NASDAQ: RVYL), a payment transaction solutions provider, has completed its previously announced public offering, raising $6.0 million in gross proceeds. The offering consisted of 15,384,615 shares of common stock (or prefunded warrants) and warrants at a combined price of $0.39 per share.

The accompanying warrants are immediately exercisable at $0.39 per share and will expire in five years. Maxim Group LLC served as the sole placement agent for the offering, which was conducted through a Form S-1 registration statement declared effective by the SEC on July 14, 2025.

Positive

• Raised $6.0 million in gross proceeds to strengthen financial position
• Warrants are immediately exercisable, providing potential additional capital

Negative

• Significant dilution for existing shareholders with 15.38M new shares
• Low offering price of $0.39 per share indicates weak market position
• Additional dilution possible from warrant exercises

Insights

Financial Analyst

RYVYL raised $6M through dilutive stock offering at $0.39/share with matching warrants, significantly impacting existing shareholders.

RYVYL has completed a $6 million public offering through the issuance of 15.38 million shares and an equal number of five-year warrants, both priced at $0.39 per unit. This financing structure reveals several critical implications for investors. The low offering price of $0.39 suggests the company needed capital urgently, accepting terms that will substantially dilute existing shareholders. The matching warrants, exercisable immediately at the same price, create potential for further dilution if exercised, effectively doubling the share count impact.

The transaction's structure – combining shares with full warrants at identical prices – is typically seen in companies facing challenging capital-raising environments. For context, this offering likely represents a significant percentage of RYVYL's pre-offering market capitalization, given the pricing and volume of shares. The financing was conducted through Maxim Group as the sole placement agent, suggesting limited interest from larger investment banks that might have offered better terms.

While the capital infusion provides $6 million in gross proceeds (before deducting placement fees and expenses), the net amount available for operations will be notably smaller. This cash should help address immediate liquidity needs, but the dilutive impact and warrant overhang may create significant downward pressure on the stock price in the near term. The offering's size relative to the company's market cap indicates substantial ownership restructuring that current shareholders should carefully consider.

SAN DIEGO, CA, July 17, 2025 (GLOBE NEWSWIRE) -- RYVYL Inc. (NASDAQ: RVYL) ("RYVYL” or the "Company"), a leading innovator of payment transaction solutions leveraging electronic payment technology, announced the closing of its previously announced public offering of an aggregate of 15,384,615 shares of common stock (or prefunded warrants in lieu thereof) and warrants to purchase up to 15,384,615 shares of common stock, at a combined public offering price of $0.39 per share and accompanying warrant. The warrants have an exercise price of $0.39 per share, are immediately exercisable upon issuance, and expire on the five-year anniversary of the original issuance date.

The gross proceeds from the offering, before deducting placement agent fees and other offering expenses, are approximately $6.0 million.

Maxim Group LLC acted as the sole placement agent in connection with the offering.

A registration statement on Form S-1 (File No. 333- 284986) was filed with the U.S. Securities and Exchange Commission (“SEC”) and was declared effective by the SEC on July 14, 2025. A final prospectus relating to the offering was filed with the SEC and will be available on the SEC’s website at http://www.sec.gov. The offering was made only by means of a prospectus forming part of the effective registration statement. Electronic copies of the prospectus relating to this offering may also be obtained from Maxim Group LLC, 300 Park Avenue, 16th Floor, New York, New York 10022, Attention: Syndicate Department, by telephone at (212) 895-3745 or by email at syndicate@maximgrp.com.

This press release shall not constitute an offer to sell or a solicitation of an offer to buy any of the securities described herein, nor shall there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or other jurisdiction or qualification under the securities laws of any such state or jurisdiction.

About RYVYL

RYVYL Inc. (NASDAQ: RVYL) was born from a passion for empowering a new way to conduct business-to-business, consumer-to-business, and peer-to-peer payment transactions around the globe. By leveraging electronic payment technology for diverse international markets, RYVYL is a leading innovator of payment transaction solutions reinventing the future of financial transactions. Since its founding as GreenBox POS in 2017 in San Diego, RYVYL has developed applications enabling an end-to-end suite of turnkey financial products with enhanced security and data privacy, world-class identity theft protection, and rapid speed to settlement. As a result, the platform can log immense volumes of immutable transactional records at the speed of the internet for first-tier partners, merchants, and consumers around the globe. www.ryvyl.com

Cautionary Note Regarding Forward-Looking Statements

This press release includes information that constitutes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements are based on the Company’s current beliefs, assumptions and expectations regarding future events, which in turn are based on information currently available to the Company. Such forward-looking statements include statements that are characterized by future or conditional words such as "may," "will," "expect," "intend," "anticipate," “believe," "estimate" and "continue" or similar words. Factors that could cause actual results to differ materially from those discussed in the forward-looking statements include, among other things statements regarding the completion of the offering and the satisfaction of customary closing conditions related to the offering. 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.

By their nature, forward-looking statements address matters that are subject to risks and uncertainties. A variety of factors could cause actual events and results to differ materially from those expressed in or contemplated by the forward-looking statements. Risk factors affecting the Company are discussed in detail in the Company’s filings with the SEC, including those factors identified as "risk factors" in the preliminary prospectus related to this offering, our most recent Annual Report on Form 10-K, and subsequent Quarterly Reports on Form 10-Q. The Company undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise, except to the extent required by applicable laws.

IR Contact:
David Barnard, Alliance Advisors Investor Relations, 415-433-3777, ryvylinvestor@allianceadvisors.com

FAQ

How much did RYVYL (RVYL) raise in its July 2025 public offering?

RYVYL raised $6.0 million in gross proceeds through a public offering of common stock and warrants at $0.39 per share.

What is the exercise price and terms of RYVYL's July 2025 warrants?

The warrants have an exercise price of $0.39 per share, are immediately exercisable, and expire five years from the issuance date.

How many shares did RYVYL offer in its July 2025 public offering?

RYVYL offered 15,384,615 shares of common stock (or prefunded warrants) and warrants to purchase an additional 15,384,615 shares.

Who was the placement agent for RYVYL's July 2025 public offering?

Maxim Group LLC acted as the sole placement agent for the offering.

When was RYVYL's Form S-1 registration statement declared effective?

The SEC declared RYVYL's Form S-1 registration statement effective on July 14, 2025.