Ryvyl Inc SEC Filings

Ryvyl Inc. reported that it has issued a press release announcing the filing of a proxy statement and a Registration Statement on Form S-4 with the SEC for its proposed acquisition of RTB Digital, Inc. The Form S-4 and proxy statement are intended to support shareholder approval and regulatory review of the planned merger. The company highlights that completion of the transaction depends on various conditions, including stockholder approvals, regulatory and other consents, successful business integration, and access to financing and liquidity, and it lists numerous risks that could cause the merger to be delayed, altered, or not completed.

Ryvyl Inc. has filed a Form S-4 to register 500,000,000 shares of common stock to be issued as merger consideration in an all‑stock combination with RTB Digital, Inc. RTB stockholders, option holders and warrant holders are expected to receive, in total, Merger Shares representing about 84.85% of Ryvyl’s fully diluted common stock, while existing Ryvyl security holders would hold about 15.15%, before further dilution from converting RTB convertible notes.

The deal follows a 35‑for‑1 reverse stock split implemented on January 2, 2026, and Ryvyl will change its name to RTB Digital, Inc. and seek continued listing on Nasdaq under the symbol “RTB.” RTB operates a Web3‑based SaaS media platform serving major media brands, and its debt will be assumed by Ryvyl and converted into equity of the combined company. The boards of both companies unanimously approved the merger, Ryvyl obtained a fairness opinion from Newbridge Securities, and the parties intend the transaction to qualify as a tax‑free reorganization under Section 368(a). Ryvyl stockholders have no appraisal rights, while RTB stockholders do under Delaware law.

RYVYL Inc. reports that its anticipated merger partner, RTB Digital, Inc., has entered into a binding term sheet for a new $10.0 million secured convertible note with UTXO Management, an affiliate of 210k Capital, LP.

This financing has a structure similar to RTB’s prior $33 million secured convertible note, bringing RTB’s recently raised capital to $43.0 million. If the planned merger between RYVYL and RTB is completed and the note converts, it would convert into equity of RYVYL, potentially increasing RYVYL’s shareholder equity.

The company states that RTB’s increased resources will not adversely affect the exchange ratio for RYVYL stockholders immediately before the merger, if the merger is approved. The disclosure also highlights extensive forward-looking risks around completion of the merger, integration, regulatory and stockholder approvals, and broader business and economic conditions.

RYVYL Inc. disclosed that it has become obligated to issue 122,164 shares of its common stock as part of a court-approved settlement of a putative class action lawsuit. The settlement originally called for 700,000 shares, but a one-for-thirty-five reverse stock split led to an adjusted number of settlement shares designed to have a value of at least $700,000 as of the effective date.

The shares are being issued in reliance on the Section 3(a)(10) exemption from registration and serve as consideration to the plaintiffs. The company also granted a put option for the benefit of the settlement class, allowing the class’s counsel to sell the settlement shares back to RYVYL if the 10-day average closing price falls below the closing price on the issuance date, at a price reformulated under the settlement terms.

RYVYL Inc. reported results of its 2025 annual stockholder meeting and an update on its Nasdaq listing status. Stockholders elected four directors and ratified Simon & Edward, LLP as independent auditor for the year ending December 31, 2025. They also approved authorizing the board to implement a reverse stock split of the common stock at a ratio between one-for-twenty and one-for-fifty, to be effected no later than June 30, 2026, and approved increasing authorized common shares from 100,000,000 to 500,000,000.

RYVYL disclosed that Nasdaq staff determined the company had not regained compliance with the $1.00 minimum bid price rule by the December 9, 2025 deadline and that the company is not eligible for a second 180‑day extension due to not meeting the $5,000,000 minimum stockholders’ equity initial listing requirement. Unless successfully appealed, its common stock is scheduled for delisting from the Nasdaq Capital Market at the opening of business on December 22, 2025. The company has appealed, plans to effect the reverse stock split as soon as practicable, and believes it has sufficient capital to evidence compliance with a $2,500,000 stockholders’ equity requirement, but there is no assurance it will regain or maintain compliance.

RYVYL Inc. reported results of its 2025 annual stockholder meeting and detailed a new Nasdaq listing compliance challenge. Stockholders elected four directors, ratified Simon & Edward, LLP as auditor, authorized the board to implement a reverse stock split of the common stock at a ratio between one-for-twenty and one-for-fifty by June 30, 2026, and approved increasing authorized common shares from 100,000,000 to 500,000,000.

The company received a Nasdaq notice stating it did not regain compliance with the $1.00 minimum bid price rule by December 9, 2025 and is ineligible for a second 180‑day extension because it does not meet the $5,000,000 minimum stockholders’ equity initial listing requirement. Unless successfully appealed, its common stock would be delisted from the Nasdaq Capital Market, but the company has filed an appeal, plans to implement the approved reverse stock split, and believes it meets the $2,500,000 stockholders’ equity requirement for continued listing, while warning there is no assurance it will regain or maintain compliance.

RYVYL Inc. amended its October 2025 financing with RTB Digital, Inc. involving 50,000 shares of Series C convertible preferred stock. The amendment increases the overall purchase price by $1,500,000, bringing total gross proceeds to $6,500,000, which RTB pays to the company at signing.

The company also filed a certificate of amendment to raise the Series C preferred stock's stated value from $100.00 to $130.00 per share, for an aggregate stated value of $6,500,000. All other terms of the securities purchase agreement and the original certificate of designation remain in effect.

RYVYL Inc. filed a Form S-8 to register 2,397,307 shares of its common stock for issuance under its 2023 Equity Incentive Plan. These are additional shares following stockholder approval of an amendment on December 19, 2024 that increased the number of shares reserved for the plan from 1,098,262 to 5,098,262 common shares. The company previously registered 1,098,262 shares for this plan on a prior Form S-8 and incorporates that earlier registration by reference. The filing also outlines standard Nevada law indemnification protections for directors and officers and lists the equity plan and related award agreements among the exhibits.

RYVYL Inc. reports that on November 14, 2025, the United States District Court for the Southern District of California granted preliminary approval of a proposed settlement of the consolidated shareholder derivative action titled “In re RYVYL Inc. Derivative Litigation, Lead Case No. 3:23-cv-01165-GPC-SBC.” The settlement also covers related litigation in the Eight Judicial District Court in Clark County, Nevada involving certain current and former officers and directors.

The court’s order provides for notice of the proposed settlement to all record and beneficial stockholders of RYVYL as of September 30, 2025. RYVYL has filed the preliminary approval order, the stipulation and agreement of settlement, the notice of proposed settlement, and a related press release as exhibits to this report, and has also made the settlement documents and notice available on its investor website.