SEC Comment Letter 0000000000-23-007348 to RTB Digital, Inc. (RVYL)
RTB Digital, Inc.
Date: July 11, 2023 · CIK: 0001419275 · Accession: 0000000000-23-007348
AI Filing Summary & Sentiment
Reasoning
Letter
United States securities and exchange commission logo July 11, 2023 Fredi Nisan Chief Executive Officer RYVYL Inc. 3131 Camino Del Rio North, Suite 1400 San Diego, CA 92108 Re:RYVYL Inc. Form 10-K for the Fiscal Year Ended December 31, 2022 Filed April 17, 2023 File No. 1-34294 Dear Fredi Nisan: We have reviewed your filing and have the following comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. Please respond to these comments within ten business days by providing the requested information or advise us as soon as possible when you will respond. If you do not believe our comments apply to your facts and circumstances, please tell us why in your response. After reviewing your response to these comments, we may have additional comments. Form 10-K for the Fiscal Year Ended December 31, 2022 Item 9A. Controls and Procedures, page 29 1.Please provide the disclosures required in Item 308(a) of Regulation S-K related to management's annual report on internal control over financial reporting as of the end of your most recent fiscal year. Notes to Consolidated Financial Statements Note 3. Restatement of Consolidated Financial Statements, page F-13 2.Please tell us your consideration of labeling your statement of operations, statement of changes in stockholders' equity and statement of cash flows for the year ended December 31, 2021 as "Restated" and disclosing the effect of the correction on each financial statement line item. Refer to ASC 250-10-45-23 and ASC 250-10-50-7. Please have your auditor revise their report to reference the restatement in accordance with paragraph 18e of AS 3101.
FirstName LastNameFredi Nisan Comapany NameRYVYL Inc. July 11, 2023 Page 2 FirstName LastName Fredi Nisan RYVYL Inc. July 11, 2023 Page 2 Note 15. Segment Reporting, page F-34 3.It appears operating income or (loss) is the measure of profit and loss used by management to evaluate segment performance and allocate resources to the segments. Please disclose operating income or (loss) and depreciation and amortization expense for each reportable segment. Please reconcile the total of the reportable segments’ measures of profit or loss to your consolidated income before income taxes and discontinued operations. Please reconcile the total of reportable segments’ assets to your consociated assets. Refer to ASC 280-10-50-22 and 50-30. We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. You may contact Tony Watson at (202) 551-3318 or Suying Li at (202) 551-3335 if you have questions. Sincerely, Division of Corporation Finance Office of Trade & Services
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United States securities and exchange commission logo
July 11, 2023
Fredi Nisan
Chief Executive Officer
RYVYL Inc.
3131 Camino Del Rio North, Suite 1400
San Diego, CA 92108
Re:RYVYL Inc.
Form 10-K for the Fiscal Year Ended December 31, 2022
Filed April 17, 2023
File No. 1-34294
Dear Fredi Nisan:
We have reviewed your filing and have the following comments. In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.
Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
After reviewing your response to these comments, we may have additional comments.
Form 10-K for the Fiscal Year Ended December 31, 2022
Item 9A. Controls and Procedures, page 29
1.Please provide the disclosures required in Item 308(a) of Regulation S-K related to
management's annual report on internal control over financial reporting as of the end of
your most recent fiscal year.
Notes to Consolidated Financial Statements
Note 3. Restatement of Consolidated Financial Statements, page F-13
2.Please tell us your consideration of labeling your statement of operations, statement of
changes in stockholders' equity and statement of cash flows for the year ended December
31, 2021 as "Restated" and disclosing the effect of the correction on each financial
statement line item. Refer to ASC 250-10-45-23 and ASC 250-10-50-7. Please have your
auditor revise their report to reference the restatement in accordance with paragraph 18e
of AS 3101.
FirstName LastNameFredi Nisan
Comapany NameRYVYL Inc.
July 11, 2023 Page 2
FirstName LastName
Fredi Nisan
RYVYL Inc.
July 11, 2023
Page 2
Note 15. Segment Reporting, page F-34
3.It appears operating income or (loss) is the measure of profit and loss used by
management to evaluate segment performance and allocate resources to the segments.
Please disclose operating income or (loss) and depreciation and amortization expense for
each reportable segment. Please reconcile the total of the reportable segments’ measures
of profit or loss to your consolidated income before income taxes and discontinued
operations. Please reconcile the total of reportable segments’ assets to your consociated
assets. Refer to ASC 280-10-50-22 and 50-30.
We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
You may contact Tony Watson at (202) 551-3318 or Suying Li at (202) 551-3335 if you
have questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services