RTB Digital, Inc.

What they do

RYVYL enables merchants to accept credit card payments through third-party acquiring banks and processors, acting as an intermediary similar to an ISO but with broader processing functions. It also offers NEMS Core, a disbursements platform launched in late 2024 for automated payment flows. Revenue comes primarily from payment processing fees and banking services (ACH and wire transfers).

Revenue drivers

• Payment processing services — Fees from arranging payment processing for merchants, generally per transaction or a percentage of transaction value; historically the substantial majority of revenue.
• Banking services — Fees for incoming and outgoing ACH and wire transfer transactions, typically per transaction; became a focus after the sale of Ryvyl EU.
• NEMS Core disbursements platform — Launched in late 2024, generates fees from disbursement transactions; still in early commercialization.

Recent performance

For 2025, revenue fell 38.7% to $11.1M from $18.2M in 2024, primarily due to the discontinuation of QuickCard in Q1 2024. Net loss improved to -$17.5M from -$26.8M, but operating cash flow swung to -$23.0M from positive $21.2M. Quarterly revenue remained flat at $2.8M for three consecutive quarters and dipped to $2.5M in Q1 2026. As of March 31, 2026, total assets were $9.9M, liabilities $10.9M, and shareholder equity was -$972,000. Cash was $5.5M.

Strategy

Management is focused on completing a merger with RTB Digital, which is expected to address going-concern doubts. The company is transitioning away from its European operations (sold Ryvyl EU in June 2025) and toward a model where it arranges payment processing rather than serving as the processor. It continues to invest in NEMS Core disbursements platform. The reverse stock split and increase in authorized shares were taken to support capital raising and the merger.

Risks

• Going concern — Management has substantial doubt about the ability to continue as a going concern without the merger, citing cash insufficient for 12 months.
• Revenue decline — Revenue has fallen sharply due to the loss of QuickCard and the sale of Ryvyl EU, with no clear recovery trend.
• Legal and regulatory exposure — Pending litigation includes a former CFO lawsuit, derivative actions (settled in principle), and a now-settled SEC action; outcomes could impose costs or restrictions.
• Dilution and share price pressure — The reverse split and a large increase in authorized shares (from 100M to 500M) could lead to dilution and negatively impact the stock.

Outlook

Management expects the merger with RTB to be a transformative event, but acknowledges no assurances of achieving adequate revenue or financing. The company has not provided specific revenue or profitability guidance. Near-term focus is on completing the merger and stabilizing liquidity.