March 25 reconvened vote for RYVYL (NASDAQ: RVYL) merger with Roundtable

Rhea-AI Filing Summary

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.

Insights

Corporate Governance Analyst

Adjournment signals completion of vote collection; near-majority support reported.

The filing states the Special Meeting was adjourned and will reconvene on March 25, 2026, with the record date unchanged at February 6, 2026. Approximately 43% of entitled votes have been submitted, and 99% of votes cast favor the merger.

Final approval depends on collecting at least an additional 7% of votes in favor; subsequent disclosures will report whether the reconvened meeting achieves the required vote. Timing for closing or further steps is not disclosed in the excerpt.

M&A Transaction Counsel

Merger vote appears close to approval; adjournment used to gather outstanding votes.

The company places the meeting in recess to solicit remaining votes and provides a virtual reconvening link. The filing specifies the exact shortfall—approximately 7% of vote weight—to confirm the proposed merger with RTB Digital, Inc.

Shareholder routing and tabulation procedures will determine outcome; any conditional or post-approval steps are not stated in the provided excerpt.

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): March 18, 2026

RYVYL 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.)

3131 Camino Del Rio North, Suite 1400
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		RVYL		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.

RYVYL Inc. (“RYVYL” or the “Company”) announced that the Special Meeting of Shareholders (the “Special Meeting”) to vote on the Company’s planned merger with RTB Digital, Inc. (“Roundtable”), which was convened on March 18, 2026, has been adjourned.

The Special Meeting is now scheduled to reconvene virtually on March 25, 2026, starting at 4pm EST. Shareholders interested in participating in the reconvened Special Meeting should use the following link:

http://www.virtualshareholdermeeting.com/RVYL2026SM

The record date for the Special Meeting, February 6, 2026, is unchanged and applies to the reconvened Special Meeting.

To date, approximately 99% of the votes cast, voted in favor of the proposed merger, with 43% of the entitled to vote submitted, therefore only 7% additional votes in favor are needed to confirm the merger. The Company is in recess to complete collection of the additional votes. For shareholders who are yet to cast their votes, we urge them to vote their shares now, so they can be tabulated prior to the reconvened Special Meeting.

For questions or voting assistance, please contact Kingsdale Advisors at 888-518-6812 or contactus@kingsdaleadvisors.com.

Forward-Looking Statements

Exhibit 99.1 attached to this Form 8-K contains, and may implicate, forward-looking statements regarding the Company, and includes cautionary statements identifying important factors that could cause actual results to differ materially from those anticipated.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Name of Exhibit
99.1		Press Release, issued on March 18, 2026
104		Cover Page Interactive Data File (embedded within the inline XBRL document).

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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/ George Oliva
		Name:	George Oliva
		Title:	Interim Chief Executive Officer and Chief Financial Officer

Dated: March 18, 2026

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FAQ

What action did RYVYL (RVYL) take regarding the merger vote?

RYVYL adjourned its Special Meeting and reconvened it virtually on March 25, 2026 at 4pm EST. The record date remains February 6, 2026, and the company is collecting additional votes before the reconvened meeting.

How close is the merger vote to passing at RYVYL?

About 43% of entitled votes have been submitted and roughly 99% of votes cast favor the merger. The filing states an additional 7% of votes in favor are needed to confirm the merger.

What should shareholders do to participate in RYVYL's reconvened meeting?

Shareholders should submit their votes prior to the reconvened meeting on March 25, 2026. The virtual meeting link is http://www.virtualshareholdermeeting.com/ and Kingsdale Advisors can assist with voting at 888-518-6812.

Did RYVYL change the record date for the Special Meeting?

No. The record date remains February 6, 2026. That same record date applies to the reconvened Special Meeting on March 25, 2026 as stated in the filing.

Who can shareholders contact for voting assistance for RVYL?

Shareholders may contact Kingsdale Advisors for voting assistance at 888-518-6812 or contactus@kingsdaleadvisors.com. The filing provides these contacts for questions and vote tabulation assistance.