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RTB Digital (RVYL) updates 8-K with RYVYL merger certificate and name-change exhibits

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(Neutral)
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Form Type
8-K/A

Rhea-AI Filing Summary

RTB Digital, Inc., formerly associated with RYVYL, filed an amended current report to add a missing corporate document. The amendment’s purpose is to include Exhibit 3.2, the Certificate of Merger between RYVYL Merger Sub Inc. and RTB Digital, Inc., which became effective on May 12, 2026. The filing also references a prior Certificate of Amendment changing the company’s name to RTB Digital, Inc. and a previously issued press release dated May 12, 2026. This amendment is primarily administrative, ensuring the company’s merger and name-change records are complete and properly filed.

Positive

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Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Certificate of Merger regulatory
"Certificate of Merger between RYVYL Merger Sub Inc. and RTB Digital, Inc., effective May 12, 2026"
Certificate of Amendment regulatory
"Certificate of Amendment – Change of name to RTB Digital, Inc."
A certificate of amendment is an official filing that updates a company’s founding documents—its legal “rulebook” that sets share structure, voting rules, name and basic purpose. Think of it like changing the blueprint of a building: small changes are paperwork, big ones can alter who owns how much and who controls decisions. Investors watch these filings because they can affect share counts, voting power, dilution and company value.
Emerging growth company regulatory
"Emerging growth company"
An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.
Nasdaq Capital Market market
"Common Stock, par value $0.001 per share | RTB | The Nasdaq Stock Market LLC (Nasdaq Capital Market)"
The Nasdaq Capital Market is a platform where smaller, emerging companies can list their shares for trading by investors. It provides these companies with access to funding and visibility, helping them grow, much like a local marketplace where new vendors can introduce their products to potential customers. For investors, it offers opportunities to discover early-stage companies with growth potential.
Understanding 8-K Material Events →
true 0001419275 RYVYL Inc. 0001419275 2026-05-12 2026-05-12 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

 

FORM 8-K

Amendment No. 1

 

 

 

Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): May 12, 2026

 

RTB Digital, 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.)

 

3111 Camino Del Rio North, Suite 400
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   RTB   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. ☐

 

 

 

 

 

 

EXPLANATORY NOTE

 

This filing is being made to file a copy of Exhibit 3.2, the Certificate of Merger between RYVYL Merger Sub Inc. and RTB Digital, Inc., indicated in the original filing of this Current Report on Form 8-K, filed on May 13, 2025, as being filed by amendment.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit No.   Name of Exhibit
3.1**   Certificate of Amendment – Change of name to RTB Digital, Inc.
3.2*   Certificate of Merger between RYVYL Merger Sub Inc. and RTB Digital, Inc., effective May 12, 2026
99.1**   Press Release, dated May 12, 2026
104*   Cover Page Interactive Data File (embedded within the inline XBRL document).

 

*Filed or furnished herewith

 

**Previously filed

 

1

 

 

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.

 

  RTB Digital, Inc.
     
  By: /s/ George Oliva
    Name: George Oliva
    Title: Chief Financial Officer

 

Dated: May 13, 2026

 

2

Source: View Original Filing on SEC EDGAR

FAQ

What is RTB Digital, Inc. (RVYL) disclosing in this 8-K/A amendment?

RTB Digital, Inc. is filing an amended current report to add Exhibit 3.2, the Certificate of Merger between RYVYL Merger Sub Inc. and RTB Digital, Inc., completing the documentation of its merger and related corporate actions.

Why did RTB Digital, Inc. (RVYL) file the Certificate of Merger as Exhibit 3.2?

The company filed the Certificate of Merger as Exhibit 3.2 to provide a complete record of the merger between RYVYL Merger Sub Inc. and RTB Digital, Inc., which was indicated previously as to be filed by amendment.

What other key exhibits are listed in RTB Digital, Inc.’s 8-K/A?

The exhibits include a Certificate of Amendment changing the name to RTB Digital, Inc., the Certificate of Merger effective May 12, 2026, a press release dated May 12, 2026, and the cover page interactive data file.

Did RTB Digital, Inc. (RVYL) report any financial results in this 8-K/A?

No financial results are discussed. The amendment focuses on corporate governance documents, specifically filing the Certificate of Merger and referencing the name-change amendment and an earlier press release.

Who signed the RTB Digital, Inc. 8-K/A amendment and in what capacity?

The amendment was signed on behalf of RTB Digital, Inc. by George Oliva, who is identified as the company’s Chief Financial Officer, acting as the duly authorized officer for this report.

When did the merger between RYVYL Merger Sub Inc. and RTB Digital, Inc. become effective?

The Certificate of Merger included as Exhibit 3.2 states that the merger between RYVYL Merger Sub Inc. and RTB Digital, Inc. became effective on May 12, 2026, aligning with the referenced press release date.

Filing Exhibits & Attachments

4 documents

Other Documents