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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
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 |
|
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 1.01 Entry into a Material Definitive Agreement.
On September 28, 2025, RYVYL
Inc. (“Ryvyl”), RYVYL Merger Sub Inc. (“Merger Sub”), a wholly owned subsidiary of Ryvyl, and RTB Digital, Inc.
(“RTB”) entered into an Agreement and Plan of Merger, (the “Merger Agreement”), as subsequently amended. Pursuant
to the Merger Agreement, on May 12, 2026, Merger Sub merged with and into RTB, with RTB surviving the merger as a wholly owned subsidiary
of Ryvyl. Pursuant to the terms of the Merger Agreement, Ryvyl changed its name from “Ryvyl Inc.” to “RTB Digital, Inc.”
to reflect the ongoing business of RTB as the world’s only full-stack enterprise media platform, combining AI-powered operations
for IP management and security, full-stack Web3 publishing infrastructure, and a “real-time” DeFi payment, reporting, and
settlement platform for media sales, distribution and operations managed across the RTB platform.
The merger parties agreed
to consummate the merger notwithstanding any unfulfilled conditions thereto, and agreed that certain actions, such as the resignation
and appointment of directors and other actions set forth in the Merger Agreement and that would ordinarily take place at the consummation
of the merger would be taken in due course over the following couple of days
As a result of the merger
being consummated, Ryvyl will issue 11,893,886 shares of common stock in exchange for the issued and outstanding shares of common stock,
preferred stock and assumed notes and interest due thereon, resulting in an aggregate of 13,174,895 shares of common stock being issued
and outstanding immediately after the merger. Ryvyl will also assume various other equity awards and warrants previously issued by RTB
and outstanding as of the date of the merger, as agreed upon in the Merger Agreement. Ryvyl will also issue 109,410 shares due under its investment banking
agreement with Maxim Partners LLC.
On May 13, 2026, the common
stock of the post-merger company will commence trading on the Nasdaq Capital Market under the symbol RTB. The CUSIP number for the common
stock remains the same as that assigned prior to the merger. Current outstanding share certificates and share account statements of Ryvyl
are not required to be exchanged for new certificates to reflect the name change. Certificates of outstanding shares of Ryvyl, currently
in the name of Ryvyl Inc., may be sent to the transfer agent, VStock Transfer, LLC, 18 Lafayette Place, Woodmere, NY 11598; telephone
(212) 828-8436, to be reissued in the name of RTB Digital, Inc. Book entry account statements will reflect the change of name automatically.
Item 9.01 Financial Statements and Exhibits.
(a) Financial Statements of Business Acquired
The audited
financial statements of RTB Digital, Inc., prior to the Merger, as of December 31, 2025 and 2024 and for the years ended December 31,
2025 and December 31, 2024, and the unaudited financial statements of RTB Digital Inc., prior to the Merger, as of March 31, 2026 and
December 31, 2025, and for the three month periods ended March 31, 2026 and 2025, and the related notes will be filed by an amendment to
this report on Form 8-K, within seventy-one (71) days of its filing.
(b) Pro Forma Financial Information
The unaudited
pro forma condensed combined financial information as of and for the fiscal year for the year ended December 31, 2025, and for the three-month
period ended March 31, 2026, as required by Item 9.01(a), will be filed by an amendment to this report on Form 8-K, within seventy-one
(71) days of its filing.
(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 |
| ** |
To be filed by amendment |
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
Exhibit 99.1
RTB Digital and Ryvyl Inc. Merger Consummates,
Name Change and Ticker Changed to RTB
Seattle, May 12, 2026 (GLOBE NEWSWIRE) – Ryvyl Inc. (“Ryvyl”
or the “Company”) (Nasdaq: RVYL) today announced that as of May 12, 2026, it has officially consummated its planned merger
and changed its corporate name to RTB Digital, Inc. (“RTB”), and is doing business as Roundtable.
It is expected that effective May 13, 2026, the Company’s common
stock will begin trading on the Nasdaq Capital Market under the new ticker symbol “RTB”, replacing the previous ticker “RVYL.”
Cautionary Note Regarding Forward-Looking Statements
This press release includes information that constitutes forward-looking
statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act
of 1934, as amended. These forward-looking statements are based on the Company's current beliefs, assumptions and expectations regarding
future events, which in turn are based on information currently available to the Company. Such forward-looking statements include statements
that are characterized by future or conditional words such as "may," "will," "expect," "intend,"
"anticipate," "believe," "estimate" and "continue" or similar words. You should read statements
that contain these words carefully because they discuss future expectations and plans, which contain projections of future results of
operations or financial condition or state other forward-looking information. Such forward-looking statements include statements regarding
the timing and effects of the merger transaction between the Company and RTB Digital, Inc. By their nature, forward-looking statements
address matters that are subject to risks and uncertainties. A variety of factors could cause actual events and results to differ materially
from those expressed in or contemplated by the forward-looking statements, including that the merger will not guarantee that the Company
regains compliance with Nasdaq's listing requirements or will remain in compliance with all other requirements for continued listing on
Nasdaq. Other risk factors affecting the Company are discussed in detail in the Company's filings with the U.S. Securities and Exchange
Commission. The Company undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new
information, future events or otherwise, except to the extent required by applicable laws.
Investor Relations Contact:
Richard Land, Alliance Advisors Investor Relations
973-873-7686, rtbir@allianceadvisors.com
Public Relations Contact:
Mehab Qureshi, RTB Digital, Inc.
+91 90289 77198, press@roundtable.io
