Ryvyl Inc美股招股说明书(2025-07-16版)

7,249,615 Pre-Funded Units, Each Pre-Funded Unit Consisting of One Pre-Funded Warrant and One Common Warrant 7,249,615Shares of Common Stock Underlying the Pre-Funded Warrants 15,384,615 Shares of Common Stock Underlying the Common Warrants We are offering on a best efforts basis our securities, consisting of 8,135,000 units (the “Common Units”), each consisting of one shareof our common stock, par value $0.001 per share, and one warrant (the “Common Warrants”) to purchase one share of common stock,at a public offering price of $0.39per Common Unit.Each Common Warrant will have an exercise price of $0.39per share of commonstock, will be exercisable immediately, and will expire five years from the date of issuance. We are also offering pre-funded warrants (the “Pre-Funded Warrants”), to purchase an aggregate of 7,249,615 shares of common stockto those purchasers whose purchase of shares of common stock in this offering would result in the purchaser, together with its affiliatesand certain related parties, beneficially owning more than 4.99% (or, at the election of the purchaser, 9.99%) of our outstandingcommon stock following the consummation of this offering in lieu of the shares of our common stock that would result in ownershipin excess of 4.99% (or, at the election of the purchaser, 9.99%). Each Pre-Funded Warrant is exercisable for one share of commonstock at an exercise price of $0.001 per share. Each Pre-Funded Warrant is being issued together with the same Common Warrantdescribed above being issued with each share common stock (the Pre-Funded Warrant and related Common Warrant, together, a “Pre-Funded Unit”; and together with the Common Units, the “Units”). The public offering price for each such Pre-Funded Unit is equal to$0.389. Each Pre-Funded Warrant will be exercisable upon issuance and will expire when exercised in full. The shares of our common stock and Pre-Funded Warrants, and the accompanying Common Warrants can only be purchased togetherin this offering but will be issued separately and will be immediately separable upon issuance. We are also registering the shares ofcommon stock issuable from time to time upon exercise of the Common Warrants and Pre-Funded Warrants included in theUnitsoffered hereby. Because this is a best-efforts offering, the Placement Agent does not have an obligation to purchase any securities, and, as a result,there is a possibility that we may not be able to sell the securities. Furthermore, we will not issue shares (including the sharesunderlying the Common Warrants and Pre-Funded Warrants) in excess of the number of shares of common stock currently authorizedunder our articles of incorporation as a part of this offering. We expect that the offering will close on a T+1 basis after the date we firstenter into a securities purchase agreement relating to the offering and the offering will settle delivery versus payment (“DVP”).Accordingly, we and the Placement Agent have not made any arrangements to place investor funds in an escrow account or trustaccount since the Placement Agent will not receive investor funds in connection with the sale of the securities offered hereunder. We have engaged Maxim Group LLC(the “Placement Agent”) to act as our exclusive placement agent in connection with thisoffering. The Placement Agent has agreed to use its reasonable best efforts to arrange for the sale of the securities offered by thisprospectus. The Placement Agent is not purchasing or selling any of the securities we are offering and the Placement Agent is notrequired to arrange the purchase or sale of any specific number or dollar amount of securities. We have agreed to pay to the PlacementAgent the Placement Agent fees set forth in the table below, which assumes that we sell all of the securities offered by this prospectus.There is no arrangement for funds to be received in escrow, trust or similar arrangement. We will bear all costs associated with theoffering. See “Plan of Distribution” on page70 of this prospectus for more information regarding these arrangements. Our common stock is currently listed on Nasdaq under the symbol “RVYL”. The last reported sale price of our common stock onNasdaq onJuly 14, 2025 was $0.6515per share of common stock. There is no established public trading market for the Pre-FundedWarrants or Common Warrants being offered in this offering, and we do not expect a market to develop. In addition, we do not intendto apply to list the Pre-Funded Warrants or Common Warrants on any national securities exchange or other nationally recognizedtrading system, including Nasdaq. Without an active trading market, the liquidity of the Pre-Funded Warrants or Common Warrantswill be limited. The combined public offering price per share and Common Warrant and the combined public offering price per Pre-Funded Warrantand Common Warrant was determined between us, the Placement Agent and investors in this offering based on market conditions atthe time of prici