RTB paid $10M deposit in strategic deal as RyVyl (RVYL) plans merger

Rhea-AI Filing Summary

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.

Insights

M&A Transactions Analyst

Deal underway: RTB paid a $10M deposit toward a controlling acquisition; completion requires further funding.

The filing states RTB executed a confidential Strategic Agreement and paid a $10,000,000 non-refundable deposit to be applied against the purchase price. Ryvyl would assume the agreement post-merger through RTB as its wholly owned subsidiary.

Key dependencies include additional purchaser funding, payment of the remaining purchase price, and RTB assuming part of the seller group’s outstanding debt; these substantive closing conditions are explicit in the text and timing is conditioned on resolving confidential terms, “within 30 days.”

Corporate Finance Counsel

Transaction carries conditional obligations and a binding $10M deposit; legal and financing steps remain.

The agreement required a non-refundable deposit that reduces the final purchase price. The disclosure notes material conditions precedent, including funding and assumption of seller debt, which must be satisfied before consummation.

Because material terms are confidential and contingent, actual closing and cash-flow outcomes depend on future agreements and funding; subsequent filings should clarify purchase-price mechanics and debt assumption details.

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.

RTB Digital, Inc., (“RTB”) the company with which Ryvyl, Inc. (“Ryvyl”) has entered into a proposed merger transaction, with Ryvyl being the surviving entity and RTB as a wholly owned subsidiary, entered a confidential Strategic Partnerships and Investment Terms Agreement ("Strategic Agreement"). Under the Strategic Agreement, RTB will gain a controlling interest of a strategically aligned company in its industry. Upon consummation of the proposed merger transaction, Ryvyl will assume the terms of the Strategic Agreement through RTB being its wholly owned subsidiary.

The Strategic Agreement requires a non-refundable deposit of $10 Million that was paid as part of signing of the agreement, which will be applied to the final purchase price. Certain terms of the Strategic Agreement are still in negotiation and are confidential, but are expected to be resolved within 30 days. In addition, there are substantive conditions to be performed and finalized, for the Strategic Agreement to be consummated, including funding and payment of the additional purchase price and RTB assuming a portion of outstanding debt held by the seller group.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Name of Exhibit
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 30, 2026

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FAQ

What did RYVYL (RVYL) disclose about the RTB Strategic Agreement?

RYVYL disclosed RTB entered a confidential Strategic Agreement to acquire a controlling interest. The filing states RTB paid a $10,000,000 non-refundable deposit, to be applied to the final purchase price, and that material terms remain under negotiation.

How large was the deposit paid under the Strategic Agreement mentioned by RVYL?

The deposit was $10,000,000 paid at signing. The filing says this non-refundable deposit will be applied to the final purchase price and was paid as part of signing the agreement.

Does the RVYL filing state when the confidential terms will be resolved?

The filing says the confidential terms are expected to be resolved within 30 days. It also notes substantive conditions remain, including additional funding and debt assumption by RTB, before consummation.

Will Ryvyl directly perform under the Strategic Agreement?

Upon consummation of the proposed merger, Ryvyl will assume the Strategic Agreement’s terms. The filing explains RTB would become a wholly owned subsidiary of Ryvyl and the agreement’s terms would carry over.

What conditions must occur for the Strategic Agreement to close according to RVYL?

Closing requires additional funding, payment of the remaining purchase price, and RTB assuming part of seller debt. The filing lists these substantive conditions as necessary steps before consummation of the Strategic Agreement.