RYVYL Announces Pricing of $6.0 Million Public Offering

Rhea-AI Summary

RYVYL Inc. (NASDAQ: RVYL), a payment technology solutions provider, has announced the pricing of a $6.0 million public offering. The offering consists of 15,384,615 shares of common stock (or prefunded warrants) and warrants to purchase an equal number of shares at a combined price of $0.39 per share and accompanying warrant.

The warrants will be immediately exercisable at $0.39 per share with a five-year expiration term. The offering is expected to close around July 16, 2025, with Maxim Group LLC serving as the sole placement agent. The company has filed a registration statement on Form S-1 which was declared effective by the SEC on July 14, 2025.

Positive

• Immediate capital raise of $6.0 million to strengthen financial position
• Five-year warrant term provides long-term potential for additional capital through warrant exercises

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's $6M offering at $0.39/share with matched warrants signals significant dilution and possible financial strain.

RYVYL has priced a $6 million public offering that reveals concerning signals about the company's financial position. The offering consists of 15,384,615 shares (or pre-funded warrants) and an equal number of five-year warrants, all priced at $0.39 per unit.

The pricing structure raises immediate red flags. The $0.39 price point likely represents a substantial discount to recent trading prices, which is typically a sign of weak demand or urgent capital needs. The 1:1 warrant coverage (each share comes with a warrant to purchase another share at the same price) is particularly aggressive and suggests the company struggled to attract investors without offering significant additional upside potential.

The dilutive impact here is potentially massive. The 15.4 million new shares alone represent substantial dilution, but if all warrants are eventually exercised, total dilution could exceed 30 million shares. For context, this suggests the company's current float is relatively small, making this offering proportionally very significant to existing shareholders.

The immediate exercisability of the warrants at the offering price ($0.39) rather than at a premium is another concerning element, as it doesn't require any share price appreciation to make the warrants valuable. This structure is typically employed when companies face challenges attracting capital through standard equity offerings.

The engagement of Maxim Group as the sole placement agent, rather than a syndicate of underwriters, further suggests limited institutional interest. While the $6 million provides immediate working capital, the offering structure indicates RYVYL may be operating from a position of financial weakness rather than strategic opportunity.

SAN DIEGO, CA, July 15, 2025 (GLOBE NEWSWIRE) -- RYVYL Inc. (NASDAQ: RVYL) ("RYVYL” or the "Company"), a leading innovator of payment transaction solutions leveraging electronic payment technology, today announced the pricing of its 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 will have an exercise price of $0.39 per share, will be immediately exercisable upon issuance, and will 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 expected to be approximately $6.0 million. The closing of the offering is expected to occur on or about July 16, 2025, subject to the satisfaction of customary closing conditions.

Maxim Group LLC is acting 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 will be filed with the SEC and will be available on the SEC’s website at http://www.sec.gov. The offering is being made only by means of a prospectus forming part of the effective registration statement. Electronic copies of the prospectus relating to this offering, when available, 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

What is the size and price of RYVYL's (RVYL) July 2025 public offering?

RYVYL announced a $6.0 million public offering priced at $0.39 per share with accompanying warrants, consisting of 15,384,615 shares.

When will RYVYL's (RVYL) 2025 public offering close?

The offering is expected to close on or about July 16, 2025, subject to customary closing conditions.

What are the terms of RYVYL's (RVYL) warrants in the July 2025 offering?

The warrants have an exercise price of $0.39, are immediately exercisable upon issuance, and will expire after five years.

Who is the placement agent for RYVYL's (RVYL) 2025 public offering?

Maxim Group LLC is acting as the sole placement agent for the offering.

How many new shares is RYVYL (RVYL) offering in July 2025?

RYVYL is offering 15,384,615 shares of common stock (or prefunded warrants) and warrants to purchase an equal number of shares.