RYVYL Inc. (RVYL) presents a deeply negative liquidation posture as of December 31, 2025. Total assets of $13.1M are overwhelmingly liquid in character: cash and restricted cash of $7.4M (100% recovery), AR net $1.1M (90-95% recovery, immaterial), and prepaid/other current of $1.1M (limited recovery). Non-current assets are minimal: PP&E net $67K, ROU asset $1.4M (0% in liquidation), and finite-lived intangibles net $255K (0% per lens). Goodwill is $0 following disposal of Ryvyl EU completed June 1, 2025. Applying standard haircuts, gross liquidation asset recovery approximates $8.5-8.7M. Against this, total liabilities of $12.4M must be settled at face value: current liabilities of $10.0M include accrued liabilities $6.6M, settlement liabilities $3.75M (Cullen class action settlement, final court approval December 2025), accounts payable $2.2M, and operating lease current $705K. Non-current liabilities are the operating lease non-current ($1.8M) and long-term SBA/EIDL notes ($613K). The operating lease total undiscounted commitment is $3.0M through 2028 — this does not extinguish on windup and effectively exceeds the ROU asset. The derivative liability and the $100M senior convertible note have been fully extinguished: the $13M first installment was paid January 27, 2025, and the remaining $4.0M was converted to 203,396 shares of common stock in Q2 2025; both the convertible note (ConvertibleDebt = $0) and derivative liability (FairValueNetDerivative... = $0) are confirmed zeroed at period end. The resulting equity of $668K is well below the Nasdaq minimum $2.5M stockholders' equity threshold — disclosed as a going-concern condition in Note 16. Retained deficit stands at ($196.9M). The $6.5M Series C Preferred Stock (50,000 shares, liquidation preference $6.5M, classified in permanent equity) is senior to common in liquidation per the Certificate of Designations, absorbing available recovery ahead of common equity. After Series C's $6.5M liquidation preference, residual recovery to common is negative. The SEC investigation consent judgment (no monetary penalty) and the Cullen/Hertel derivative settlements ($300K cash plus 700K shares plus put option, final approval December 2025 and January 2026) are substantially resolved, though the Byelick, Mora, Kapcharge, EGS, and Ideyalabs litigation matters remain open with unquantified exposure. The pending RTB Digital merger (stockholder-approved April 1, 2026; Nasdaq listing approval pending) is a post-balance-sheet event that is not reflected in the December 31, 2025 balance sheet. The prior filing (10-Q for Q3 2025, period end September 30, 2025) carried the senior convertible note at approximately $16.7M carrying value and Series B Preferred at $71.6M carrying value — both have been eliminated in this 10-K, representing the largest structural change to the liability stack. Filing discusses the RTB merger extensively in MD&A and notes but does not separately tag transaction costs or RTB-assumed liabilities in XBRL. The $43.7M gross deferred tax asset is fully offset by a valuation allowance ($43.7M), confirming no tax asset recovery in liquidation.
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