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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.
RTB Digital, Inc. director and Chief Executive Officer James Charles Heckman Jr. filed an initial statement of beneficial ownership. Through Heckman Media, LLC, he is reported as having beneficial ownership of 259,933 shares of common stock.
Heckman Media, LLC also holds stock options originally granted by RTB Digital, Inc. and assumed in a business combination. These options are exercisable for 240,305 shares at an exercise price of $1.89 per share and 375,046 shares at $0.94 per share, continuing to vest subject to Mr. Heckman’s continued service.
RTB Digital, Inc. director James Lamar Comer filed an initial Form 3 reporting indirect ownership of common stock and derivatives through affiliated entities. The filing shows he is deemed a beneficial owner of shares held by Comer Trading, LLC and Media Innovation Fund I LLC, while disclaiming ownership beyond his economic interest.
According to the footnotes, Media Innovation Fund I LLC holds 53,048 shares of common stock, and Comer Trading, LLC holds 3,494,888 shares of common stock. Comer Trading, LLC also holds a warrant originally issued on September 4, 2025 that is exercisable for 698,978 shares at an exercise price of $4.29 per share until September 4, 2026, and a stock option originally granted on August 12, 2025 that is exercisable for 72,941 shares at an exercise price of $1.89 per share until August 12, 2035, all on substantially the same terms as before RTB Digital’s business combination with the issuer.
RTB Digital, Inc. director Alexander Michael Lewis reported his initial ownership in a Form 3. He holds 53,048 shares of common stock and stock options tied to 72,941 underlying common shares. These options have an exercise price of $1.89 per share and expire in 2035. The options were originally granted on August 12, 2025 and were assumed in a business combination, continuing to vest under the original schedule as long as he remains in service with the company.
RTB Digital, Inc. Chief Operating Officer Sornsin William Carrier Jr filed an initial ownership report showing his equity position. He directly holds 127,314 shares of common stock. He also holds stock options covering 84,346 shares at an exercise price of $1.89 per share expiring on August 12, 2035, and options covering 116,705 shares at $0.94 per share expiring on May 15, 2034. These options were originally granted by RTB Digital, Inc. in 2024 and 2025 and were assumed in connection with the business combination, continuing to vest under their original schedules.
RTB Digital, Inc. reported that director and co-founder David Bailey will leave its board as of June 1, 2026. He is stepping down to focus on his role as Chief Executive Officer of Nakamoto, Inc., which trades on Nasdaq under the symbol NAKA.
The company notes that Bailey was a founding investor, participated in the latest funding round, and has worked closely with founder James Heckman on two public-company boards. His departure is explicitly stated as not due to any disagreement over RTB Digital’s operations, policies, or practices.
RTB Digital, Inc. director David F. Bailey filed an initial ownership report showing indirect and direct holdings of the company’s common stock and related derivatives. Indirectly, he is a control person of BTC Inc. with 213,075 shares and 210K Capital, LP with 179,373 shares, while directly holding 26,524 shares. He also has a warrant exercisable for 35,875 shares at an exercise price of $11.15 per share expiring on March 6, 2027, and stock options over 72,941 shares at $1.89 per share expiring on August 12, 2035. Footnotes state he disclaims beneficial ownership of indirect holdings except to the extent of his pecuniary interests.
RTB Digital, Inc. director Steven C. Fletcher reported administrative equity changes related to a prior business combination. A restricted stock award originally granted on October 10, 2025 by RTB Digital was assumed by the combined company and converted into 690 shares of common stock, which continue to vest on the original schedule. A related stock option for 72,941 shares with a strike price of $1.89 per share, expiring on August 12, 2035, was also assumed on substantially the same terms. These Form 4 entries use code J, reflecting an internal restructuring of existing awards rather than open-market buying or selling.
RTB Digital, Inc., formerly Ryvyl Inc., completed its merger with privately held RTB Digital, making RTB a wholly owned subsidiary and shifting the business focus to a Web3 media platform serving major media brands and sports channels. At closing, the company issued 4,384,504 shares of common stock to former RTB shareholders, and immediately after the merger there were about 5,774,711 shares outstanding. The company reserved additional shares for assumed RTB securities, including options, warrants and convertible debt that may be exercised or converted in the future. Certain pre‑merger RTB security holders agreed to a 12‑month lock‑up with a further nine‑month dribble‑out. The company also changed its name to RTB Digital, Inc., its Nasdaq ticker to RTB, and reconstituted its board and executive team, appointing James Heckman as CEO and Aly Madhavji as CFO.