659,620 votes favor RYVYL merger; reconvenes Apr 1 (RVYL)

Rhea-AI Filing Summary

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.

Insights

M&A Counsel

Near-term vote threshold is the key legal gating item for closing.

The filing confirms 659,620 votes in favor and that the merger needs approval by holders of >50% of outstanding shares; the company reports only an additional 5% of votes are required. This frames the remaining action as vote collection rather than a contractual renegotiation.

Timing depends on vote returns; the reconvened meeting is set for April 1, 2026, with a possible further adjournment to April 6, 2026. Subsequent filings will show whether the threshold is met and whether the company certifies the vote result.

Corporate Governance Analyst

High in‑favor percentage signals broad support among votes cast, but outstanding-share threshold remains decisive.

The statement that 99% of votes cast are in favor (with 659,620 votes collected) indicates strong backing from shareholders who already voted. However, the requirement of approval by holders of >50% of outstanding shares means uncast votes matter materially to reaching the legal threshold.

Watch for the vote certification after the reconvened meeting on April 1, 2026 or any subsequent adjournment; the company’s updates will clarify final vote tallies and whether the merger can be consummated.

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 25, 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, at its Special Meeting of Shareholders to vote on the Company’s planned merger with RTB Digital, Inc. (“Roundtable”), 99% of votes cast continue to support the merger, with 659,620 votes in favor collected to date. Approval by holders of >50% of outstanding shares is required to consummate the merger, meaning only an additional 5% is needed to complete the process. The meeting has been adjourned to allow additional time for 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 and continues to apply to the reconvened Special Meeting.

The Company encourages all shareholders who have yet to cast their votes, to vote now so they can be tabulated prior to the reconvened Special Meeting. If additional votes are needed after this recess, the Company anticipates seeking an additional adjournment of the Special Meeting until April 6, 2026.

Shareholders may participate in the reconvened Special Meeting by following this link:: http://www.virtualshareholdermeeting.com/RVYL2026SM 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 26, 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 26, 2026

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FAQ

What did RYVYL (RVYL) report about the merger vote?

RYVYL reported 99% of votes cast support the merger with RTB Digital, with 659,620 votes in favor. The filing frames the result as strong support among votes received to date.

How many more votes does RVYL need to approve the merger?

The company states that approval requires holders of >50% of outstanding shares, and it needs an additional 5% of votes to reach that threshold. The filing ties the remaining step to collecting those outstanding votes.

When will the reconvened RVYL special meeting occur?

The reconvened Special Meeting is scheduled virtually for April 1, 2026 at 4:00 p.m. EST. The filing also notes a possible further adjournment to April 6, 2026 if additional time is required.

What record date applies to the RVYL reconvened meeting?

The record date remains February 6, 2026, which the company states continues to apply to the reconvened Special Meeting for determining shareholder voting eligibility.

How can RVYL shareholders get voting help or participate?

Shareholders may participate via the virtual meeting link provided and can get voting assistance from Kingsdale Advisors at 888-518-6812 or contactus@kingsdaleadvisors.com, per the filing.