RYVYL ANNOUNCES NASDAQ COMPLIANCE AHEAD OF ANTICIPATED MERGER WITH ROUNDTABLE; S-4 FILED

RYVYL (NASDAQ: RVYL) announced it has regained compliance with Nasdaq's minimum bid price rule after maintaining a closing bid at or above $1.00 for ten consecutive business days from January 2, 2026 through January 15, 2026.

Rhea-AI Summary

RYVYL (NASDAQ: RVYL) announced it has regained compliance with Nasdaq's minimum bid price rule after maintaining a closing bid at or above $1.00 for ten consecutive business days from January 2, 2026 through January 15, 2026. Nasdaq confirmed the matter is closed. In connection with the anticipated merger with Roundtable (RTB Digital), RYVYL filed a Form S-4 with the SEC as part of the regulatory process. The company says all material merger conditions are satisfied except for SEC approval of the S-4 and related customary closing conditions.

Positive

• Regained Nasdaq compliance: closing bid ≥ $1.00 for 10 business days
• Nasdaq confirmed the compliance matter is closed
• Form S-4 filed with the SEC for the anticipated merger with Roundtable

Negative

• Merger remains subject to SEC approval of the Form S-4
• Transaction still contingent on customary closing conditions

Argus Jan 20 session

+1.38% close to close Open Argus

Details

News Market Reaction – RVYL

On Jan 20, the day this news came out, RVYL closed 1.38% above the previous close.

Data tracked by StockTitan Argus for the Jan 20 session.

Market Context

This announcement confirms that RVYL regained compliance with Nasdaq’s $1.00 minimum bid requirement...

Analysis

This announcement confirms that RVYL regained compliance with Nasdaq’s $1.00 minimum bid requirement after maintaining that level for ten consecutive trading days and that a Form S-4 has been filed for the planned all-stock merger with RTB Digital. It builds on months of merger-focused updates, reverse split actions, and SEC filings documenting deal terms and risks. Investors tracking this story may focus on regulatory approval of the S-4, shareholder votes, and how the combined entity’s Web3 strategy evolves against prior disclosures.

Key Figures

Minimum bid requirement: $1.00 Compliance window: 10 business days Compliance period: Jan 2–Jan 15, 2026 +5 more

Minimum bid requirement

$1.00

Nasdaq Listing Rule 5550(a)(2) minimum bid price

Compliance window

10 business days

Closing bid at or above $1.00 required for compliance

Compliance period

Jan 2–Jan 15, 2026

Ten consecutive trading days at or above $1.00

Form S-4 filed

Form S-4

Registration statement filed with SEC for RTB Digital merger

Current price

$5.07

Pre-news trading level vs regained $1.00 bid threshold

52-week high

$81.55

Pre-news level stands well below prior 52-week high

52-week low

$4.50

Current price modestly above 52-week low

Listing rule

Rule 5550(a)(2)

Nasdaq minimum bid price listing requirement cited in notice

Historical Context

5 past events · Latest: Jan 07

5 events

1. Jan 07

   Merger partner update

   24h Move

   +5.9%

   Roundtable sponsorships and Web3 network expansion ahead of merger.

2. Dec 30

   Reverse stock split

   24h Move

   +12.9%

   1-for-35 reverse split to support Nasdaq $1.00 bid compliance.

3. Dec 17

   Reverse split approval

   24h Move

   -3.5%

   Shareholder approval of reverse split and Nasdaq delisting notice.

4. Nov 21

   Litigation settlement

   24h Move

   -4.6%

   Court’s provisional approval of shareholder derivative settlement.

5. Nov 13

   Merger investor event

   24h Move

   -0.3%

   Roundtable investor event outlining strategic benefits of merger.

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

Key Terms

form s-4, registration statement, nasdaq, minimum bid price requirement, +1 more

5 terms

form s-4 regulatory

"In connection with the anticipated merger, RYVYL has filed a Form S-4 registration"

A Form S-4 is a legal document that companies file with the government to announce and explain a major business move, such as a merger or acquisition. It provides detailed information to help investors understand how the deal might affect the company's value and future prospects, similar to a detailed blueprint that clarifies the impact of a significant change.

registration statement regulatory

"filed a Form S-4 registration statement with the U.S. Securities and Exchange"

A registration statement is a formal document that companies file with a government agency to offer new shares of stock to the public. It provides essential information about the company's finances, operations, and risks, helping investors make informed decisions. Think of it as a detailed product description that ensures transparency and trust before buying into a company.

nasdaq regulatory

"formal written confirmation from The Nasdaq Stock Market, LLC (“Nasdaq”) confirming"

The Nasdaq is a stock exchange where many companies' shares are bought and sold, functioning much like a marketplace for investments. It matters to investors because it provides a platform to buy and sell ownership stakes in companies, helping them track the value of those companies and make informed decisions. As one of the largest and most technology-focused markets, it also reflects trends and developments in the business world.

View in glossary

minimum bid price requirement regulatory

"has regained compliance with Nasdaq’s minimum bid price requirement under Listing"

A minimum bid price requirement is a rule that a stock must trade above a set price for a specified period to stay listed on an exchange. It matters to investors because falling below that threshold can trigger warnings or removal from the exchange, which can cut liquidity, reduce visibility, and often lead to sharper declines in share value—think of it like a venue’s minimum dress code that, if not met, can bar a performer from the stage.

listing rule 5550(a)(2) regulatory

"price requirement under Listing Rule 5550(a)(2). To regain compliance, RYVYL’s"

Listing Rule 5550(a)(2) is a Nasdaq listing standard that sets a minimum share-price requirement for securities to be listed or to remain listed on the Nasdaq Capital Market. It matters to investors because falling below that minimum can trigger delisting reviews or increased volatility, much like a safety bar on a ride — if a stock can’t meet the height requirement, it risks being removed from the exchange, which can reduce liquidity and access for buyers and sellers.

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

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SAN DIEGO, CA, Jan. 20, 2026 (GLOBE NEWSWIRE) -- RYVYL Inc. (NASDAQ: RVYL) (“RYVYL” or the “Company”), in anticipation of its previously announced merger with RTB Digital, Inc. (“Roundtable”), today announced that it has received formal written confirmation from The Nasdaq Stock Market, LLC (“Nasdaq”) confirming that the Company has regained compliance with Nasdaq’s minimum bid price requirement under Listing Rule 5550(a)(2).

To regain compliance, RYVYL’s common stock was required to maintain a closing bid price of $1.00 or greater for at least ten (10) consecutive business days. Nasdaq confirmed that RYVYL satisfied this requirement, with a closing bid price at or above $1.00 for ten consecutive business days from January 2, 2026 through January 15, 2026. As a result, Nasdaq has determined that the matter is now closed.

In connection with the anticipated merger, RYVYL has filed a Form S-4 registration statement with the U.S. Securities and Exchange Commission. The filing is part of the required regulatory process related to the transaction. No changes to shareholder equity have occurred because of the compliance determination, and the Company’s capital structure remains unchanged.

All material conditions to the merger have been satisfied, apart from SEC approval of the Form S-4 and related customary closing conditions. The Company expects to provide additional updates as the process progresses.

About RYVYL

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

About Roundtable

Roundtable is a Web 3 digital media SaaS platform, providing decentralized publishing, commerce, data, syndication, network distribution, ad sales and operations, as well as community platforms and custom apps for major media and professional journalist brands. For more information visit RTB.io.

RYVYL IR Contact:

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

FAQ

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

When did RYVYL (RVYL) satisfy Nasdaq's minimum bid price requirement?

RYVYL met the requirement with closing bids ≥ $1.00 for ten consecutive business days from January 2, 2026 through January 15, 2026.

Has Nasdaq closed the compliance matter for RVYL (RVYL)?

Yes. Nasdaq confirmed that the matter is closed after RYVYL satisfied the minimum bid price requirement.

What regulatory filing did RYVYL (RVYL) submit related to the Roundtable merger?

RYVYL filed a Form S-4 registration statement with the SEC as part of the required merger regulatory process.

What conditions remain before the RYVYL–Roundtable merger can close?

The merger awaits SEC approval of the Form S-4 and related customary closing conditions.

Did the Nasdaq compliance determination change RYVYL's capital structure or shareholder equity?

No. The company states there were no changes to shareholder equity and the capital structure remains unchanged due to the compliance determination.