RYVYL and Roundtable Announce Public Filing of Registration Statement on Form S-4 and Proxy Statement/Prospectus in Connection with Proposed Merger

Rhea-AI Summary

RYVYL (NASDAQ: RVYL) filed a registration statement on Form S-4 with the SEC on January 15, 2026 in connection with its proposed acquisition of RTB Digital (Roundtable).

Once completed, RYVYL’s operations would be focused on Roundtable's ad revenue–generating Web3 media platform. The registration statement is not yet effective; a definitive proxy statement/prospectus will be mailed to RYVYL and Roundtable stockholders after SEC effectiveness. RYVYL expects the transaction to close in Q3 2026. Investors are urged to read the joint proxy/prospectus when available and may obtain documents free from the SEC or RYVYL.

Positive

• Filed a Form S-4 registration statement advancing the merger process
• Transaction would refocus RYVYL on Roundtable's ad revenue Web3 media platform
• Company expects transaction close in Q3 2026

Negative

• Registration statement is not yet effective, so terms remain subject to change
• Transaction closing is contingent on SEC effectiveness and stockholder approvals

News Market Reaction

+0.53%

1 alert

+0.53% News Effect

On the day this news was published, GEN gained 0.53%, reflecting a mild positive market reaction.

Data tracked by StockTitan Argus on the day of publication.

Key Figures

Monthly attacks blocked: over one billion Attack growth: 46% Browser-based attacks: 95% +5 more

8 metrics

Monthly attacks blocked over one billion Gen Cyber Safety brands, each month in Q2/2024

Attack growth 46% Increase in blocked unique attacks vs prior year

Browser-based attacks 95% Share of attacks occurring while people use their browser

CryptoCore theft $5 million Value stolen via fake crypto giveaway campaigns

Hijacked YouTube accounts nearly 50 Accounts used during SpaceX Starship IFT-4 scam

Scam transactions 500 Transactions totaling $1.4 million in Starship-related scam

Consumer ransomware rise 24% Quarter-over-quarter increase in Q2/2024

India ransomware increase 379% Rise in consumer ransomware attacks in India, Q2/2024

Market Reality Check

Price: $24.60 Vol: Volume 131,784 is below t...

normal vol

$24.60 Last Close

Volume Volume 131,784 is below the 20-day average of 164,926 (relative volume 0.8x). normal

Technical Shares at $5.01 are trading below the 200-day MA of $16.72 after a steep 52-week decline.

Peers on Argus

RVYL was down 3.28% while momentum peers like OLB and TAOP were up 28.56% and 9....

2 Up

RVYL was down 3.28% while momentum peers like OLB and TAOP were up 28.56% and 9.16%, respectively, pointing to stock-specific dynamics rather than a sector-wide move.

Historical Context

5 past events · Latest: Jan 07 (Positive)

Pattern 5 events

Date	Event	Sentiment	Move	Catalyst
Jan 07	Merger partner update	Positive	+5.9%	Roundtable sponsorships and Web3 network growth ahead of merger.
Dec 30	Reverse stock split	Neutral	+12.9%	1-for-35 reverse split to support Nasdaq minimum bid compliance.
Dec 17	Shareholder approvals	Negative	-3.5%	Nasdaq delisting notice and approval for reverse split and share increase.
Nov 21	Litigation settlement	Positive	-4.6%	Court provisionally approves settlement of shareholder derivative suits.
Nov 13	Merger investor event	Positive	-0.3%	Announcement of investor event outlining strategic benefits of Roundtable merger.

Pattern Detected

News around the Roundtable merger and corporate actions has produced mixed reactions, with some positive merger-related updates aligning with gains and governance or litigation items sometimes seeing selling pressure.

Recent Company History

Over the last few months, RVYL has been focused on its planned merger with Roundtable and Nasdaq listing issues. On Nov 13, 2025, a virtual investor event was announced ahead of the merger. A court provisionally approved derivative litigation settlement on Nov 14, 2025. Shareholders then approved a reverse split and share increase on Dec 15, 2025, followed by a 1-for-35 reverse split effective early 2026. On Jan 7, 2026, RVYL highlighted Roundtable sponsorships and Web3 traction, framing continued progress toward the combination.

Market Pulse Summary

This announcement represents another step in advancing the proposed RYVYL–Roundtable merger, followi...

Analysis

This announcement represents another step in advancing the proposed RYVYL–Roundtable merger, following earlier disclosures about the transaction structure, shareholder approvals, and Roundtable’s commercial progress. Historically, acquisition-tagged news produced an average move of about 3.16%, but with both positive and negative single-day reactions. Investors monitoring this development may focus on completion of remaining regulatory and shareholder steps, plus how the combined Web3 and payments platform ultimately performs.

Key Terms

generative ai, deepfakes, cryptocurrency, qr codes, +4 more

8 terms

generative ai technical

"cybercriminals increasingly use generative AI to create sophisticated scams"

Generative AI is a type of computer technology that can create new content, like text, images, or music, on its own. It’s important because it can produce realistic and useful material quickly, which could change how we create art, write stories, or even develop new products. Think of it as a smart robot that can invent and produce things almost like a human.

deepfakes technical

"bad actors using deepfakes of celebrities to promote fake cryptocurrency"

Deepfakes are audio, video or image content created or altered by artificial intelligence to make people appear to say, do, or be somewhere they did not. They matter to investors because a convincing fake can trigger sudden market moves, enable fraud, manipulate sentiment, or harm a company’s reputation—similar to a counterfeit document or forged signature sparking real financial consequences and regulatory scrutiny.

cryptocurrency technical

"deepfakes of celebrities to promote fake cryptocurrency investment schemes"

Cryptocurrency is a type of digital money that uses special computer codes to secure transactions and control the creation of new units. Unlike traditional cash, it exists only electronically and isn't issued or regulated by any government or bank. For investors, it represents a new form of asset that can be used for transactions or held as an investment, often with the potential for high gains but also significant risks.

qr codes technical

"used QR codes to direct victims to fake crypto giveaway campaigns"

A QR code is a small square “barcode” that stores digital information—such as a web link, payment instruction, or tracking ID—that can be read instantly by a smartphone camera. For investors, QR codes matter because they make customer interactions, sales, product tracking and security checks faster and measurable; like a doorbell that also records who came to the door, they can drive revenue, improve marketing efficiency and supply-chain visibility.

infostealers technical

"using direct methods such as Information Stealers (InfoStealers) and Mobile Bankers"

Infostealers are malicious software programs that quietly copy sensitive information from computers and devices, such as passwords, bank details, login tokens, and business documents. Think of them as burglars who not only grab a wallet but also photograph keys and make copies — attackers can reuse stolen credentials to drain accounts, commit fraud, or penetrate company systems. For investors, infostealer incidents can lead to direct financial loss, regulatory fines, lost customer trust and falling share value, so they are a material cybersecurity risk to monitor.

malware technical

"notable malware families continue to grow, with the most dominant AgentTesla"

Malware is malicious software that infiltrates computers, networks or devices to damage systems, steal or corrupt data, or disrupt normal operations — like a digital burglar or pest that sneaks in and tampers with a business’s tools and records. For investors, malware matters because attacks can cause service outages, lost sales, costly cleanup and legal penalties, erode customer trust, and create sudden, material risks to revenue and stock price.

spyware technical

"spyware threats such as XploitSpy and AridSpy are sneaking onto the PlayStore"

Spyware is software that secretly collects information from or controls a computer or phone without the owner's clear permission, like an unseen eavesdropper that reads files, records keystrokes, or tracks activity. It matters to investors because spyware can cause data breaches, regulatory fines, loss of customer trust and business interruptions, any of which can reduce revenue, increase costs and hurt a company’s stock value.

ransomware technical

"Consumers remain an attractive target for ransomware as they often have less protection"

Ransomware is malicious software that locks or encrypts a company’s computer files and systems, then demands payment for their release — like a thief changing the locks on a business and asking for a ransom. It matters to investors because attacks can halt operations, trigger large cleanup costs, damage customer trust, lead to regulatory fines or legal claims, and reduce future revenue, all of which can hurt a company’s financial value.

AI-generated analysis. Not financial advice.

SAN DIEGO, CA, Jan. 15, 2026 (GLOBE NEWSWIRE) -- RYVYL Inc. (NASDAQ: RVYL) (“RYVYL” or the “Company”) announced today that it has filed a proxy and registration statement on Form S-4 with the U.S. Securities and Exchange Commission (SEC) in connection with the Company's proposed acquisition of RTB Digital, Inc. (“Roundtable”) in a merger transaction. Once complete, the transaction would result in the Company’s operations being focused on Roundtable's ad revenue generating transformative Web3 media platform.

While this registration statement has not yet become effective and the information contained therein is subject to change, it provides important information about RYVYL’S proposed acquisition of Roundtable. Once declared effective by the SEC, the final proxy statement/prospectus included in the Form S-4 will be mailed to both RYVYL and Roundtable stockholders prior to stockholder votes on the proposed acquisition. RYVYL expects the transaction will close in the third quarter of 2026.

No Offer of Solicitation

The information in this communication is for informational purposes only and is neither an offer to purchase, nor a solicitation of an offer to sell, subscribe for or buy any securities or the solicitation of any vote or approval in any jurisdiction pursuant to or in connection with the proposed transactions or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended, and otherwise in accordance with applicable law.

Additional Information and Where to Find It

This communication relates to a proposed business combination between RYVYL and Roundtable. In connection with this proposed business combination, on January 15, 2026, RYVYL filed with the SEC a registration statement on Form S-4 containing a preliminary proxy statement/prospectus of RYVYL and other documents related to the proposed transaction. The registration statement has not yet become effective. After the registration statement is declared effective by the SEC, RYVYL will file with the SEC a definitive proxy statement/prospectus that will be mailed to stockholders of RYVYL and Roundtable. INVESTORS AND SECURITY HOLDERS OF RYVYL AND ROUNDTABLE ARE URGED TO READ THE JOINT PROXY STATEMENT/PROSPECTUS AND OTHER DOCUMENTS THAT MAY BE FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. Investors and security holders may obtain a free copy of the proxy statement/prospectus and other documents (when available) that RYVYL files with the SEC at the SEC's website at www.sec.gov. In addition, these documents may be obtained from RYVYL free of charge by directing a request to

RYVYL, Inc.
3131 Camino Del Rio North, Suite 1400
San Diego, CA 92108
Attention: Corporate Secretary

Participants in Solicitation

RYVYL, Roundtable, and certain of their respective directors and executive officers may be deemed to be participants in the proposed transaction under the rules of the SEC. Investors and security holders may obtain information regarding the names, affiliations and interests of RYVYL's directors and executive officers in RYVYL's Annual Report on Form 10-K for the year ended December 31, 2024, which was filed with the SEC on March 28, 2025, in its proxy statement for its 2025 Annual Meeting, which was filed with the SEC on November 14, 2025, and in the proxy/registration statement on Form S-4, which was filed by RYVYL with the SEC on January 15, 2026. Information regarding the names, affiliations and interests of Roundtable's directors and executive officers may be found in the proxy/registration statement on Form S-4, which was filed by RYVYL with the SEC on January 15, 2026. These documents can be obtained free of charge from the sources listed above. Additional information regarding the interests of these individuals will also be included in the definitive proxy statement/prospectus and other relevant materials to be filed with the SEC when they become available.

Note on Forward-Looking Statements

This communication contains "forward-looking statements" within the meaning of U.S. federal securities laws, including the parties' plans for closing the transaction; the resulting impact on the RYVYL and Roundtable operations; statements concerning the benefits of the transaction, including the combined company's future financial and operating results, plans and expectations; and anticipated future events and expectations that are not historical facts. We caution you that these statements are not guarantees of future performance and are subject to numerous risks and uncertainties, including the receipt of necessary consents, and other risk factors that we identify in the RYVYL reports filed with the SEC and in the RYVYL registration statement on Form S-4 filed with the SEC on January 15, 2026. Any of these factors could cause actual results to differ materially from the expectations we express or imply in this communication. We make these forward-looking statements as of the date of this communication. We undertake no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise.

About RYVYL

RYVYL Inc. (NASDAQ: RVYL) operates a digital payment processing business enabling transactions around the globe and provides payment solutions for underserved markets. RYVYL has developed applications enabling an end-to-end suite of turnkey financial products, with enhanced security and data privacy, world-class identity theft protection, and rapid speed to settlement. www.ryvyl.com.

About Roundtable (RTB Digital, Inc.)

Roundtable is a Web3, digital media SaaS platform company, providing white-label, full stack distribution, community, publishing and monetization for professional media brands and journalists - fortified and powered by a digital liquidity pool integrated into the platform. Visit RTB.io.

RYVYL IR Contact: 

Richard Land, Alliance Advisors Investor Relations
973-873-7686, ryvylinvestor@allianceadvisors.com

Roundtable PR Contact:

Mehab Qureshi, RTB Digital Inc.
+91 90289 77198, mehab@roundtable.io

FAQ

What did RYVYL (RVYL) file with the SEC on January 15, 2026?

RYVYL filed a registration statement on Form S-4 containing a preliminary joint proxy statement/prospectus for its proposed merger with Roundtable.

When does RYVYL expect the Roundtable acquisition to close?

RYVYL expects the transaction to close in Q3 2026, subject to SEC effectiveness and stockholder approvals.

How will RYVYL shareholders receive merger materials for RVYL?

After the Form S-4 is declared effective by the SEC, a definitive proxy statement/prospectus will be mailed to RYVYL and Roundtable stockholders.

Where can investors obtain the RYVYL proxy statement/prospectus for RVYL?

Investors may obtain free copies from the SEC website (www.sec.gov) or by requesting them from RYVYL at its San Diego corporate office.

What will RYVYL's business focus be after the proposed merger with Roundtable?

If the transaction completes, RYVYL’s operations would be focused on Roundtable's ad revenue–generating Web3 media platform.