Ryvyl Inc. (NASDAQ: RVYL) has approved a 1‑for‑35 reverse stock split of its common stock, a move that will consolidate every 35 existing shares into one new share. The split will become effective on January 1, 2026, with trading on a split‑adjusted basis beginning on January 2, 2026. Shareholder approval was obtained on December 15, 2025, and the company’s new CUSIP for the common stock will be 39366L 406.
The reverse split is a direct response to a staff delisting determination letter issued by Nasdaq on December 11, 2025. The letter cited Ryvyl’s failure to meet the $1.00 minimum bid‑price rule and its inability to secure a second 180‑day extension because the company’s stockholders’ equity fell below the $5 million threshold required for continued listing. Ryvyl filed an appeal with the Nasdaq Hearings Panel on December 17, 2025, but the reverse split remains the only immediate measure to raise the share price above the regulatory minimum and avoid delisting.
In its most recent quarterly report, Ryvyl reported revenue of $2.79 million for Q3 2025, a slight decline from $2.83 million in the same quarter a year earlier. Net loss narrowed to $1.95 million from $5.17 million in Q3 2024, and diluted earnings per share improved to –$0.07 from –$0.76. The company beat consensus EPS estimates of –$0.13 by $0.06, a margin improvement largely attributable to tighter operating costs and a more favorable revenue mix, including a 96 % surge in international sales that offset modest domestic weakness.
Ryvyl’s profitability metrics remain under pressure. The company posted a net margin of –32.62 % and an operating margin of –1.76 % for Q3 2025, reflecting high operating expenses relative to revenue. Liquidity is constrained, with a current ratio of 0.82 and a distressed Altman Z‑Score of –9.91, underscoring the firm’s limited capacity to meet short‑term obligations and its vulnerability to further financial stress.
The reverse split is part of a broader strategy to stabilize the company’s capital structure. Ryvyl is merging with RTB Digital, Inc. (Roundtable), a Web3‑powered digital media platform. Roundtable has injected $6.5 million in preferred stock and $33 million in financing, helping Ryvyl meet Nasdaq’s stockholders’ equity requirement and providing capital to pursue growth in North America, blockchain applications, and digital asset acquisitions.
George Oliva, Ryvyl’s interim CEO and CFO, said the reverse split is “necessary to increase the market price per share of the Common Stock to better assure that it maintains compliance with the $1.00 minimum bid price required for continued listing on the Nasdaq Capital Market.” He added that shareholder approval “reflects the strong support from our stockholders for the actions associated with the merger and their continued support along the way.”
Investors have reacted negatively to the reverse split, viewing it as a symptom of deeper financial distress. The company’s stock has been trading below the $1.00 minimum bid price, and the reverse split is intended to raise the share price to the regulatory threshold. However, the split does not address the underlying profitability and liquidity challenges that prompted the Nasdaq delisting determination.
The 1‑for‑35 reverse stock split will lift the share price above the $1.00 minimum bid price, allowing Ryvyl to remain listed on Nasdaq. Nonetheless, the company’s financial performance remains weak, and its future prospects hinge on the successful completion of the merger with Roundtable and the ability to improve margins and liquidity. Investors should closely monitor the company’s progress in meeting Nasdaq’s equity requirements and its efforts to strengthen its balance sheet and operational performance.
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