RYVYL updates share count after RTB Digital merger

RYVYL Inc. reports it has completed issuing the shares of common stock required under its merger agreement tied to the combination with RTB Digital, Inc., which closed on May 12, 2026.

Rhea-AI Filing Summary

RYVYL Inc. reports it has completed issuing the shares of common stock required under its merger agreement tied to the combination with RTB Digital, Inc., which closed on May 12, 2026. As of June 18, 2026, there are 13,619,997 shares of common stock issued, outstanding and under issuance instruction.

This figure does not include additional shares that could later be issued from outstanding warrants, options, RSUs, convertible debt, other share issuance agreements, or anti-dilution provisions in existing agreements, so the company’s total potential share count could rise over time as those instruments are exercised or converted.

8-K Event Classification

2 items: 8.01, 9.01

2 items

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Shares outstanding: 13,619,997 shares Merger completion date: May 12, 2026 Par value: $0.001 per share +1 more

4 metrics

Shares outstanding 13,619,997 shares Common stock issued, outstanding and under issuance instruction as of June 18, 2026

Merger completion date May 12, 2026 Combination with RTB Digital, Inc. consummated

Par value $0.001 per share Common Stock par value

Exchange listing The Nasdaq Stock Market LLC Common Stock listed on Nasdaq Capital Market under symbol RTB

Key Terms

Emerging growth company, Item 8.01 Other Events, warrants, RSUs, +2 more

6 terms

Emerging growth company regulatory

"Emerging growth company Item 8.01 Other Events."

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

Item 8.01 Other Events regulatory

"Emerging growth company Item 8.01 Other Events."

warrants financial

"excludes shares of common stock that may be issued in the future on exercise of outstanding warrants, options and RSUs"

Warrants are special documents that give you the right to buy a company's stock at a set price before a certain date. They are often used as a way for companies to attract investors or raise money, and their value can increase if the company's stock price goes up.

RSUs financial

"may be issued in the future on exercise of outstanding warrants, options and RSUs, on conversion of outstanding debt obligations"

RSUs, or restricted stock units, are a form of company shares given to employees as part of their compensation. They are typically awarded with certain restrictions, such as a waiting period before they can be fully owned or sold, similar to earning a gift that becomes fully yours over time. For investors, RSUs can impact a company's stock offerings and reflect how much the company relies on stock-based incentives to attract and retain talent.

anti-dilution provisions financial

"under any applicable anti-dilution provisions of outstanding agreements."

Anti-dilution provisions are contract terms that protect an investor’s percentage ownership when a company issues new shares at a lower price than the investor originally paid. They work like an automatic recalculation of split pieces when a pie gets cut into more slices, preserving the investor’s relative stake and reducing unexpected losses of ownership and voting power, which matters because it affects potential control, future returns, and valuation of an investment.

Cover Page Interactive Data File technical

"104* | | Cover Page Interactive Data File (embedded within the inline XBRL document)."

FAQ

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

What did RYVYL Inc. (RTB) announce in its latest 8-K?

RYVYL Inc. disclosed that it has finished issuing common shares required under its merger agreement with RTB Digital, Inc. The filing also updates investors on the current number of shares outstanding and notes that various existing instruments could lead to further share issuances over time.

How many RYVYL Inc. (RTB) shares are outstanding after the RTB Digital combination?

As of June 18, 2026, RYVYL Inc. has 13,619,997 shares of common stock issued, outstanding and under issuance instruction. This figure reflects completion of merger-related share issuance, but does not include additional shares that may arise from warrants, options, RSUs, or convertible debt.

When did RYVYL Inc. complete the share issuance related to RTB Digital, Inc.?

RYVYL Inc. states that, following the May 12, 2026 combination with RTB Digital, Inc., it has now completed issuing all required merger shares. The updated share count is given as of June 18, 2026, reflecting post-merger capitalization after those issuances.

Could RYVYL Inc. (RTB) issue more shares beyond the 13,619,997 currently outstanding?

Yes. The company notes that the 13,619,997 shares exclude any future issuances from outstanding warrants, options, RSUs and convertible debt. Additional shares may also be issued under other share agreements and anti-dilution provisions contained in existing contracts.

What financial instruments might increase RYVYL Inc.’s future share count?

RYVYL Inc. lists outstanding warrants, options, RSUs and convertible debt as potential sources of future share issuances. It also references other agreements to issue common stock and anti-dilution provisions, all of which could expand the total number of shares over time.

Which SEC form did RYVYL Inc. use to report the RTB Digital share issuance update?

RYVYL Inc. reported this capitalization and merger-related share issuance update on a Form 8-K under Item 8.01, Other Events. The filing focuses on post-merger share count and clarifies which instruments could still lead to additional common stock issuance.

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

Understanding 8-K Material Events →

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

Accepted by SEC EDGAR 06/22/2026 - 06:01 AM Learn about SEC filing dates

false 0001419275 0001419275 2026-06-18 2026-06-18 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 18, 2026

RTB Digital, Inc.

(Exact name of registrant as specified in its charter)

Nevada		001-34294		22-3962936
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

3111 Camino Del Rio North, Suite 400
San Diego, CA 92108

(Address of principal executive offices and zip code)

Registrant’s telephone number, including area code: (855) 201-1613

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Exchange Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.001 per share		RTB		The Nasdaq Stock Market LLC (Nasdaq Capital Market)

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 8.01 Other Events.

As a result of the consummation of the combination with RTB Digital, Inc., a Delaware corporation, on May 12, 2026, the registrant has completed issuing its shares of common stock as required through the date hereof under the terms of the merger agreement. As a result, there are as of June 18, 2026, 13,619,997 shares of common stock issued and outstanding and under issuance instruction.  The foregoing excludes shares of common stock that may be issued in the future on exercise of outstanding warrants, options and RSUs, on conversion of outstanding debt obligations, under other agreements to issue shares of common stock, and under any applicable anti-dilution provisions of outstanding agreements. 

1

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Name of Exhibit
104*		Cover Page Interactive Data File (embedded within the inline XBRL document).

* Filed or furnished herewith

2

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	RYVYL Inc.
	By:	/s/ James Heckman
		Name:	James Heckman
		Title:	Chief Executive Officer

Dated: June 22, 2026

3

Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 XBRL SCHEMA FILE 2.9 KB
• EX-101 XBRL LABEL FILE 33.4 KB
• EX-101 XBRL PRESENTATION FILE 21.8 KB