Welcome to our dedicated page for Ryvyl SEC filings (Ticker: RVYL), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
The Ryvyl Inc. (NASDAQ: RVYL) SEC filings page on Stock Titan provides direct access to the company’s regulatory disclosures, along with AI-powered summaries that help explain complex documents. As a Nevada corporation listed on the Nasdaq Capital Market, Ryvyl files a range of reports that illuminate its digital payment processing business, capital structure, governance, and its planned merger with RTB Digital, Inc. (Roundtable).
Key filings include Current Reports on Form 8-K, where Ryvyl reports material events such as the execution of its Agreement and Plan of Merger with Roundtable, private placements of Series C convertible preferred stock, Nasdaq listing notices, and changes in executive leadership. Form 8-Ks also describe the company’s 1-for-35 reverse stock split, stockholder approvals for reverse split authority and increased authorized shares, and updates on maintaining compliance with Nasdaq’s minimum bid price and stockholders’ equity requirements.
Ryvyl’s filings further document litigation and settlements. The company has filed stipulations and agreements of settlement, court orders, and notices related to a putative class action (Case No. 3:23-cv-00185-GPC-SBC) and a consolidated shareholder derivative action (“In re RYVYL Inc. Derivative Litigation, Lead Case No. 3:23-cv-01165-GPC-SBC”). These exhibits explain the issuance of settlement shares, related put options, and the scope of derivative settlements in both federal and Nevada courts.
Proxy materials such as the Definitive Proxy Statement on Schedule 14A outline proposals presented at the 2025 annual meeting, including director elections, auditor ratification, reverse stock split authorization, and the increase in authorized common shares. They also provide detail on board composition, corporate governance practices, and voting outcomes, which are important for understanding how the company is structured and governed.
On Stock Titan, AI tools summarize these filings to highlight the most important points—such as how a reverse stock split affects outstanding shares, what conditions apply to preferred stock and potential warrants, or how a settlement changes litigation exposure—while preserving links to the full EDGAR documents. Users can also review unregistered sales of equity securities, amendments to articles of incorporation, and other capital markets actions that shape Ryvyl’s equity and preferred stock profile.
For investors analyzing RVYL, this filings page offers a centralized view of the company’s official disclosures, from merger-related communications and Nasdaq correspondence to shareholder meeting results and legal settlements, with AI-generated explanations designed to make lengthy SEC documents more accessible.
RYVYL Inc. reported a change in a major shareholder’s position. S8 Global Fintech & Regtech Fund filed Amendment No. 2 to its Schedule 13D stating that on April 9, 2026 it sold 102,995 shares of RYVYL common stock in a private transaction, representing all shares it then owned. As a result, the fund now reports beneficial ownership of 0 shares, or 0.0% of RYVYL’s common stock, and indicates it has no current plans or proposals regarding corporate actions described in Item 4(a)-(j).
Ryvyl Inc. is a Nevada-based financial technology company focused on credit card payment processing for underserved and higher-risk merchants and an early-stage NEMS Core disbursements platform. It operates via BIN sponsorship arrangements and partners with acquiring banks and processors while handling underwriting, risk management and customer support in-house.
For the year ended December 31, 2025, Ryvyl reported a net loss of $17.5 million and an accumulated deficit of $196.9 million, leading management and auditors to express substantial doubt about its ability to continue as a going concern absent additional capital or a successful merger. The company sold its European subsidiary in June 2025, removing a prior source of profit repatriation, and its current cash balance is described as insufficient to fund operations for 12 months from this report’s date.
Ryvyl has agreed to merge with RTB Digital, Inc. (Roundtable). After the merger, RTB securityholders are expected to own rights to approximately 15,215,399 shares of Ryvyl common stock, or about 84.85% of fully diluted common equity, before conversion of about $36.96 million of RTB convertible notes. Existing Ryvyl equity holders would be reduced to roughly 15.15%. The transaction also cancels Ryvyl’s Series C preferred issued to RTB but adds substantial dilution through assumed options, warrants and convertible notes. Ryvyl has effected a 1‑for‑35 reverse stock split effective January 2, 2026 and increased authorized common shares from 100 million to 500 million, and warns of past and potential future Nasdaq listing deficiencies and penny‑stock risks if delisted.
RYVYL Inc. director Steven C. Fletcher has filed an initial Form 3, the statement of beneficial ownership required for company insiders. The filing identifies him as a director of RYVYL Inc. and, in this excerpt, does not show any reported transactions or derivative positions.
RYVYL Inc. stockholders approved the merger with RTB Digital Inc. at an April 1, 2026 special meeting, clearing the final corporate hurdle to close the deal and rebrand the combined company as RTB Digital Inc. Stockholders also approved a name change and an adjournment proposal.
Voting support was strong, with 804,879 votes for the merger and 960,658 for the name change. Post‑merger, about 85% of roughly 13.5 million outstanding shares, including all equity from a recent $35 million investment that auto‑converts at closing, will be locked up for at least one year, leaving about 2 million shares freely tradable.
Roundtable has also made a $10 million deposit tied to a binding agreement to acquire control of a digital media company’s sales, operations, and distribution, which management views as a potential accelerator for platform adoption. RTB expects its balance sheet to support operations for more than a year even if that partnership does not close. Separately, veteran technology and digital media banker Steven Fletcher was appointed to RYVYL’s board and audit committee and is expected to remain on the board after the merger.
RYVYL Inc. stockholders approved the merger with RTB Digital Inc. at an April 1, 2026 special meeting, clearing the final corporate hurdle to close the deal and rebrand the combined company as RTB Digital Inc. Stockholders also approved a name change and an adjournment proposal.
Voting support was strong, with 804,879 votes for the merger and 960,658 for the name change. Post‑merger, about 85% of roughly 13.5 million outstanding shares, including all equity from a recent $35 million investment that auto‑converts at closing, will be locked up for at least one year, leaving about 2 million shares freely tradable.
Roundtable has also made a $10 million deposit tied to a binding agreement to acquire control of a digital media company’s sales, operations, and distribution, which management views as a potential accelerator for platform adoption. RTB expects its balance sheet to support operations for more than a year even if that partnership does not close. Separately, veteran technology and digital media banker Steven Fletcher was appointed to RYVYL’s board and audit committee and is expected to remain on the board after the merger.
RYVYL Inc. submitted a Form 12b-25 (NT 10-K) notifying the SEC that its annual report for the period ended December 31, 2025 could not be filed on time because verification and review of the Form 10-K required additional time, making timely filing impracticable.
The notification was signed by George Oliva on March 31, 2026.
RYVYL Inc. disclosed that RTB Digital, Inc., the company it proposes to merge with, has entered a confidential Strategic Partnerships and Investment Terms Agreement under which RTB will acquire a controlling interest in a strategic industry company.
The Strategic Agreement required a $10,000,000 non-refundable deposit paid at signing and payable toward the final purchase price. Certain terms remain confidential but are expected to be resolved within 30 days. Completion is conditioned on additional funding and payment of the remaining purchase price and RTB assuming a portion of the seller group’s outstanding debt.
RYVYL Inc. reported that RTB Digital, Inc., the company involved in its proposed merger, has entered into a confidential Strategic Partnerships and Investment Terms Agreement. Under this agreement, RTB will obtain a controlling interest in a strategically aligned company in its industry, and the terms will transfer to Ryvyl once the merger closes.
The Strategic Agreement includes a non-refundable $10 million deposit already paid at signing, which will be applied to the final purchase price. Key terms remain under negotiation and are expected to be resolved within 30 days, and closing is subject to conditions including funding, additional purchase price payment, and RTB assuming a portion of the seller group’s outstanding debt.
RYVYL Inc. said at its Special Meeting that 99% of votes cast support its planned merger with RTB Digital, Inc., with 659,620 votes in favor collected to date. Because approval requires holders of >50% of outstanding shares, the company states only an additional 5% of votes are needed to consummate the merger.
The meeting was adjourned to allow further vote collection and will reconvene virtually on April 1, 2026 at 4:00 p.m. EST. The record date of February 6, 2026 remains unchanged. The company said it may seek an additional adjournment to April 6, 2026 if more time is required and encouraged shareholders to submit votes now.
RYVYL Inc. reports strong shareholder support for its planned merger with RTB Digital, Inc. (Roundtable). At the special meeting, 99% of votes cast, representing 659,620 votes in favor, supported the merger. However, approval still requires holders of more than 50% of outstanding shares, and the company estimates only about 5% additional support is needed to reach that threshold.
The special meeting has been adjourned and will reconvene virtually on April 1, 2026 at 4:00 p.m. EST, with the record date of February 6, 2026 unchanged. If necessary, RYVYL may seek a further adjournment to April 6, 2026 to continue gathering votes.
RYVYL Inc. announced that the Special Meeting to vote on its planned merger with RTB Digital, Inc. (Roundtable) was adjourned and will reconvene virtually on March 25, 2026 at 4pm EST. The record date remains February 6, 2026.
Approximately 99% of votes cast were in favor and holders representing 43% of voting power have submitted votes; the company reports that an additional 7% of votes in favor are needed to confirm the merger. The meeting is in recess while the company completes collection of outstanding votes; shareholders are encouraged to vote before the reconvened meeting.