Roundtable CEO James Heckman Clarifies Equity Status, Announces One Year Lock

Rhea-AI Summary

Roundtable / RVYL (NASDAQ: RVYL) announced a post-merger capitalization lock-up, a $35 million strategic investment (auto-converting to equity), a $10 million deposit toward a commercial partnership, and the appointment of veteran banker Steve Fletcher to the board. Approximately 11.5 million of 13.5 million combined shares are locked for at least one year; 2 million shares remain unlocked. Management says the balance sheet can fund operations for more than a year and the investment aims to accelerate client adoption.

Positive

• 11.5M shares locked for at least one year, supporting share stability
• $35M strategic investment auto-converting to equity strengthens capital base
• Balance sheet sufficient to support operations for >1 year
• Steve Fletcher adds 20+ years of digital media banking and governance experience

Negative

• Only 2M shares unlocked may constrain secondary-market float and short-term liquidity
• $10M deposit toward acquisition is non‑guaranteed and could be at risk if deal fails

Argus Apr 2 session

-3.98% close to close Open Argus

Details

News Market Reaction – RVYL

On Apr 2, the day this news came out, RVYL closed 3.98% below the previous close.

Data tracked by StockTitan Argus for the Apr 2 session.

Market Context

This announcement emphasizes a tight float structure and strategic capital deployment. With only 2 m...

Analysis

This announcement emphasizes a tight float structure and strategic capital deployment. With only 2 million of 13.5 million shares unlocked and 11.5 million subject to at least a one-year lock-up, management underscores a long-term focus around the Roundtable merger. The $35 million investment and $10 million deposit toward a controlling strategic partnership build on prior merger filings. Investors may watch execution on the partnership, integration progress, and future governance moves as key next data points.

Key Figures

Strategic investment: $35 million Deposit for partnership: $10 million Combined shares: 13.5 million shares +5 more

Strategic investment

$35 million

Recently invested in Roundtable leading into merger

Deposit for partnership

$10 million

Non-refundable deposit toward strategic investment agreement

Combined shares

13.5 million shares

Post-merger total shares referenced in lock-up discussion

Unlocked shares

2 million shares

Shares left freely tradable to satisfy Nasdaq liquidity requirements

Locked shares

11.5 million shares

Portion of combined shares subject to at least one-year lock-up

Initial lock-up term

1 year

Minimum duration before locked shares begin 12‑month release

Merger consideration shares

14,285,715 shares

RYVYL common stock portion available to RTB securityholders post-merger

RTB ownership post-merger

84.85%

Expected fully diluted ownership for RTB holders after combination

Historical Context

5 past events · Latest: Mar 26

5 events

1. Mar 26

   Merger vote support

   24h Move

   -10.5%

   Strong shareholder backing for Roundtable merger but price fell after meeting adjournment.

2. Mar 18

   Meeting adjournment

   24h Move

   -1.8%

   Special meeting postponed to gather more merger votes despite high support levels.

3. Jan 20

   Nasdaq compliance

   24h Move

   +1.4%

   Regained Nasdaq minimum bid compliance and filed S-4 tied to planned merger.

4. Jan 07

   Web3 traction update

   24h Move

   +5.9%

   Highlighted sponsorship, added journalists, and revenue traction at Roundtable pre-merger.

5. Dec 30

   Reverse stock split

   24h Move

   +12.9%

   Announced 1-for-35 reverse split to support Nasdaq listing but shares rose afterward.

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Key Terms

lock-up agreement, non-refundable deposit, audit committee, special purpose acquisition companies (SPACs), +4 more

8 terms

lock-up agreement financial

"outlined the post-merger capitalization table lock-up agreement, and related liquidity"

A lock-up agreement is a contract that prevents company insiders and early investors from selling their shares for a fixed period after a stock sale, often after an initial public offering. It matters to investors because it temporarily limits the number of shares that can hit the market, which can keep the share price steadier; when the lock-up ends, a sudden increase in available shares can create extra volatility, revealing insiders’ confidence or lack thereof.

non-refundable deposit financial

"The Strategic Agreement required a $10,000,000 non-refundable deposit paid at signing"

A non-refundable deposit is an upfront payment that is kept by the recipient even if the buyer cancels the deal; it acts like a reservation fee that will not be returned. For investors, it signals a firm commitment and reduces deal risk because part of the transaction value is secured regardless of completion—similar to a held earnest money that compensates the seller for lost time and can affect expected cash flows and valuation assumptions.

audit committee financial

"Mr. Fletcher will serve on the audit committee, has been determined to be an independent"

A company's audit committee is a small group of board members who act like independent inspectors for the firm's finances, overseeing how financial reports are prepared, monitoring internal controls, and managing the relationship with external auditors. Investors care because a strong audit committee reduces the risk of accounting errors, fraud, or misleading statements, making financial statements more trustworthy and helping protect shareholder value.

special purpose acquisition companies (SPACs) financial

"a firm that sponsors special purpose acquisition companies (SPACs), including seven SPAC IPOs"

A special purpose acquisition company (SPAC) is a publicly traded shell company that raises money from investors with the sole goal of finding and merging with a private business, allowing that business to become publicly listed without a traditional initial public offering. It matters to investors because buying into a SPAC is like backing a management team’s promise rather than a proven company: it can give early access to fast-growing firms but carries risks from limited information, time limits, and potential dilution.

reverse stock split financial

"announced a 1-for-35 reverse stock split of its common stock, approved by shareholders"

A reverse stock split reduces a company's number of outstanding shares while raising the price per share proportionally, so the total value of each investor's holding is unchanged; a 1-for-10 split turns 100 shares worth $1 each into 10 shares worth $10 each. Companies often do this to regain compliance with an exchange's minimum price rule or to attract investors who avoid very low-priced stocks.

Form 12b-25 regulatory

"submitted a Form 12b-25 (NT 10-K) notifying the SEC that its annual report"

Form 12b-25 is a notice a publicly traded company files with the U.S. Securities and Exchange Commission when it cannot deliver a required periodic report (like a quarterly or annual financial report) on time. It explains the reason for the delay and gives the company a short, temporary window to finish the report without being marked as delinquent; investors watch it because late filings can signal accounting, operational, or control issues that may affect a company’s reliability and stock risk, much like a missed homework deadline can raise concerns about a student’s preparedness.

Form 10-K regulatory

"verification and review of the Form 10-K required additional time, making timely filing"

A Form 10-K is a comprehensive report that publicly traded companies are required to file annually with regulators. It provides a detailed overview of a company's financial health, operations, and risks, similar to a detailed health report. Investors use this information to assess the company's performance and make informed decisions about buying or selling its stock.

Schedule 13G/A regulatory

"received an amended Schedule 13G/A (Amendment No. 2) from Arena Investors"

A Schedule 13G/A is an amended public filing with the U.S. securities regulator that updates a previous Schedule 13G, disclosing when an individual or group holds a substantial (typically over 5%) stake in a company and is claiming a passive, non‑controlling intent. Investors monitor these updates because rising or falling holdings can signal changing confidence, potential future moves, or shifts in voting power — like watching a public ledger where large shareholders quietly adjust their positions.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Ryvyl Adds Veteran former Goldman Sachs Tech Banker Steve Fletcher to Board of Directors

In photo: James Heckman, Roundtable Founder and CEO 

Seattle, WA, April 02, 2026 (GLOBE NEWSWIRE) -- James Heckman, CEO of AI-driven, Web3 media platform - RTB Digital, Inc. (dba “Roundtable”), following shareholder approval of the company’s merger with RYVYL Inc. (NASDAQ: RVYL) outlined the post-merger capitalization table lock-up agreement, and related liquidity considerations; provided additional detail on the recently announced $10 million deposit toward a strategic investment and partnership; and announced a veteran digital media-focused board member.

Heckman announced, “about 85% of outstanding shares, including new shares from the merger, and 100% of the $35 million recently invested, which auto-converts into equity - concurrent with the merger, have agreed to lock up for at least one year, with a 12-month release thereafter.”

The Company and its benefactors have made the rare decision to release enough shares to meet minimum NASDAQ requirements related to liquidity but no more - the rest are locked. In short, of the combined total of 13.5 million shares, only 2 million shares are unlocked, leaving 11.5 million locked.

Heckman continued to underscore the long-term commitment of the team.

“Our visionary, veteran product team has invested five intense years, with tens of millions deployed, to create the only AI-driven, Web3, full-stack enterprise platform for professional media. Nothing will distract us from reaching our industry goals, especially not short-term liquidity, as we focus on delivering a shared platform to ensure transparency, efficiency, and profitability for our media partners.”

Strategic Investment

$35 million was invested into Roundtable leading into the merger and is intended to accelerate client adoption. As is common in technology and media, RTB has identified, negotiated, and signed a binding agreement to acquire control of a digital media company’s sales, operations, and distribution, as the commercial component of a strategic investment. The $10 million deposit represents the first step in securing this agreement.

While the outcome is not guaranteed, the team brings decades of experience securing and managing agreements of this nature, which could accelerate the scale of RTB’s platform business by several years. Post-merger, RTB’s balance sheet is sufficient to support operations for more than a year even if the partnership is not consummated. Management believes the transformative upside justifies the investment and is proceeding accordingly.

Appointment of Steve Fletcher to Board of Directors

On March 27, 2026, the RVYL Board of Directors (“Board”) appointed Steven Fletcher as a director, filling a vacancy. Mr. Fletcher will serve on the audit committee, has been determined to be an independent member and is expected to remain on the board, following the merger.

Mr. Fletcher brings more than 20 years of investment banking experience, having begun his banking career at Goldman Sachs, where he held several leadership roles, including Head of the Private Placement Group, Head of the IT Services sector, and Co-Head of the Hardware, Storage, EMS, and Internet Infrastructure sectors. He began his career at Deloitte & Touche as a CPA, and received his M.B.A. from the Wharton School of the University of Pennsylvania.

Mr. Fletcher has extensive expertise in debt and equity financing, strategic transactions, capital allocation, capital markets, and corporate financial management, particularly within the digital media sector. He also brings significant corporate governance experience through prior board service, including as an independent director of atVenu, LifeSignals, Inc., a healthcare technology company and Lee Enterprises, a provider of local news with more than 350 weekly and specialty publications across 72 markets in 25 states, where he is Chairman of the Audit and Risk Committees, and a member of the Compensation Committee.

Mr. Fletcher was also a co-founder and Co-Head of the Digital Media Group and Head of the Software Group at GCA Savvian, a global investment bank, and since 2018 has served as CEO of Explorer Parent LLC, a firm that sponsors special purpose acquisition companies (SPACs), including seven SPAC IPOs.

Mr. Fletcher has a 27-year relationship advising RTB’s founding team, dating back to Rivals.com while at Goldman Sachs. He led the sale of Scout.com to News Corp and 5to1 to Yahoo, where he worked with founder Heckman on the nine-figure Interclick acquisition and the AOL/Yahoo/MSN joint advertising venture. More recently he worked with the team at Arena Group/Maven, and now Roundtable.

About Roundtable (RTB Digital, Inc.)

Transforming the $200B Global Media Industry from Web1 to Web4. Roundtable is the only full-stack enterprise platform combining AI and Web3 infrastructure, including decentralized publishing, DeFi payments and reporting, data encryption and IP protection, syndication, revenue optimization, AI-based business intelligence, management and operations, custom network applications, and a real-time blockchain-based payment and reporting system. The platform represents a multi-generational leap in technology. For more information, visit RTB.io.

About RYVYL

RYVYL Inc. (NASDAQ: RVYL) operates a digital payment processing business enabling transactions around the globe and provides payment solutions for underserved markets.

Cautionary Note Regarding Forward-Looking Statements

This press release includes information that constitutes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements are based on the Company's current beliefs, assumptions and expectations regarding future events, which in turn are based on information currently available to the Company. Such forward-looking statements include statements that are characterized by future or conditional words such as “may,” “will,” “expect,” “intend,” “anticipate,” “believe,” “estimate” and “continue” or similar words. You should read statements that contain these words carefully because they discuss future expectations and plans, which contain projections of future results of operations or financial condition or state other forward-looking information. Such forward-looking statements include statements regarding the timing and effects of the Reverse Stock Split. By their nature, forward-looking statements address matters that are subject to risks and uncertainties. A variety of factors could cause actual events and results to differ materially from those expressed in or contemplated by the forward-looking statements, including the risk that the Reverse Stock Split will not guarantee that the Company regains compliance with Nasdaq’s listing requirements or will remain in compliance with all other requirements for continued listing on Nasdaq. Other risk factors affecting the Company are discussed in detail in the Company's filings with the U.S. Securities and Exchange Commission. The Company undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise, except to the extent required by applicable laws.

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, press@roundtable.io

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How many shares of RVYL are locked after the merger announced April 2, 2026?

About 11.5 million of 13.5 million combined shares are locked for at least one year. According to the company, 2 million shares remain unlocked to meet NASDAQ liquidity requirements while the remainder is subject to a 12-month release period.

What does the $35 million investment mean for RVYL's financial runway?

The $35 million investment provides near-term capital and liquidity support to operations. According to the company, the post-merger balance sheet can support operations for more than one year even if the announced partnership is not consummated.

What is the $10 million deposit announced by RVYL on April 2, 2026?

The $10 million deposit is the first step toward a binding agreement to acquire control of a digital media company's commercial operations. According to the company, the deposit secures the strategic deal but the outcome is not guaranteed.

Who is Steve Fletcher and why was he appointed to the RVYL board?

Steve Fletcher is a veteran investment banker with 20+ years in digital media and capital markets. According to the company, he will serve as an independent director on the audit committee and brings governance and financing experience to the board.

How will the one-year lock-up affect RVYL shareholders and trading liquidity?

The one-year lock-up reduces the available free float and may limit short-term liquidity. According to the company, the lock-up was structured to release only enough shares to meet NASDAQ minimum liquidity while preserving long-term shareholder alignment.