What is the post-merger share lock-up structure described for RYVYL and RTB Digital?

James Heckman stated that about 85% of outstanding shares, including new merger shares, and 100% of the recently invested $35 million that auto-converts at closing, will be locked up for at least one year. Of roughly 13.5 million combined shares, about 11.5 million are locked and 2 million remain unlocked.

RYVYL (NASDAQ: RVYL) wins RTB Digital merger vote, locks 85% of 13.5M shares

Filing Impact

(High)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

RYVYL Inc. stockholders approved the merger with RTB Digital Inc. at an April 1, 2026 special meeting, clearing the final corporate hurdle to close the deal and rebrand the combined company as RTB Digital Inc. Stockholders also approved a name change and an adjournment proposal.

Voting support was strong, with 804,879 votes for the merger and 960,658 for the name change. Post‑merger, about 85% of roughly 13.5 million outstanding shares, including all equity from a recent $35 million investment that auto‑converts at closing, will be locked up for at least one year, leaving about 2 million shares freely tradable.

Roundtable has also made a $10 million deposit tied to a binding agreement to acquire control of a digital media company’s sales, operations, and distribution, which management views as a potential accelerator for platform adoption. RTB expects its balance sheet to support operations for more than a year even if that partnership does not close. Separately, veteran technology and digital media banker Steven Fletcher was appointed to RYVYL’s board and audit committee and is expected to remain on the board after the merger.

Positive

Merger and rebrand cleared: Stockholders approved the RTB Digital merger and related name change with overwhelming support, removing the final corporate hurdle to complete the transaction, subject only to Nasdaq listing approval described in the disclosure.
Significant new capital and long lock-up: The company reports a recent $35 million investment that auto-converts at closing and states about 85% of roughly 13.5 million shares will be locked for at least one year, signaling aligned, long-term holders.
Strategic growth initiative funded: A $10 million deposit toward a binding agreement to acquire control of a digital media company’s sales, operations, and distribution is intended to accelerate client adoption of RTB’s platform, with management asserting the balance sheet can support operations for more than a year even without completion.
Board strengthened with sector expertise: Appointment of Steven Fletcher, a veteran technology and digital media investment banker with extensive financing and M&A experience, adds financial and governance depth to the board and audit committee ahead of the transition to RTB Digital.

Negative

None.

Insights

Merger approval, sizable capital infusion and a tight one‑year lock‑up create a controlled post‑deal trading setup.

Stockholders overwhelmingly approved RYVYL’s merger with RTB Digital, alongside a corporate name change and adjournment authority. This removes the last corporate barrier to closing, with Nasdaq approval of Roundtable’s listing application as the remaining external condition mentioned.

The disclosure that about $35 million was recently invested and will auto‑convert into equity concurrent with the merger, combined with a roughly 85% share lock‑up for at least one year, indicates strong alignment from major holders and limits immediate float to about 2 million shares.

Management highlights a $10 million deposit toward acquiring control of a media company’s sales, operations, and distribution as part of a strategic partnership that could accelerate platform scale, while stating the post‑merger balance sheet should support more than a year of operations even if that deal does not close.

8-K Event Classification

3 items: 5.02, 5.07, 9.01

3 items

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Common shares outstanding on record date: 1,266,631 shares Series C preferred shares outstanding: 50,000 shares Total votes represented: 1,472,406 votes +5 more

8 metrics

Common shares outstanding on record date 1,266,631 shares Common stock entitled to vote as of February 6, 2026

Series C preferred shares outstanding 50,000 shares Series C convertible preferred, 205,775 aggregate votes

Total votes represented 1,472,406 votes Votes present in person or by proxy at special meeting

Merger proposal support 804,879 for / 7,173 against Proposal No. 1 merger vote results

Name change proposal support 960,658 for / 7,338 against Proposal No. 2 change of name vote results

Recent strategic investment $35 million Invested into Roundtable and auto-converts into equity at merger

Strategic partnership deposit $10 million Deposit toward acquiring control of a digital media company’s operations

Post-merger locked shares 11.5 million shares Of 13.5 million combined shares, about 11.5 million locked for ≥1 year

Key Terms

Series C convertible preferred stock, beneficial ownership limitation provisions, quorum, lock up, +2 more

6 terms

Series C convertible preferred stock financial

"In addition, on the Record Date there were 50,000 shares of Series C convertible preferred stock..."

Series C convertible preferred stock is a class of investment shares issued in a later private financing round that combine safety and upside: they usually pay ahead of ordinary shares if a company pays dividends or is sold, but can be converted into common stock to share in future growth. For investors this acts like a VIP ticket with a safety net—offering priority protection while preserving the option to participate in a successful exit.

beneficial ownership limitation provisions financial

"...to vote on an as-converted to Common Stock basis, subject to beneficial ownership limitation provisions..."

quorum financial

"At the Annual Meeting, the holders of shares entitled to vote...constituting a quorum."

A quorum is the minimum number of members needed to officially hold a meeting or make decisions. It ensures that decisions are made with enough participation to represent the group’s interests, much like a majority must be present for a vote to be valid. For investors, understanding quorum is important because it affects when and how important company or organization decisions can be legally made.

lock up financial

"have agreed to lock up for at least one year, with a 12-month release thereafter."

A lock up is a contractual restriction that prevents certain shareholders from selling their stock for a set period after an offering or corporate transaction. It matters to investors because it temporarily limits the number of shares that can flood the market—like a temporary freeze on a group of tickets—so when the lock up ends, increased selling can put downward pressure on the stock price or reveal insider confidence when shares are held.

Reverse Stock Split financial

"Such forward-looking statements include statements regarding the timing and effects of the Reverse Stock Split."

A reverse stock split is when a company reduces the number of its shares outstanding, making each share more valuable. For example, if you own 100 shares worth $1 each, a 1-for-10 reverse split would turn your 100 shares into 10 shares worth $10 each. Companies often do this to boost their stock price and appear more stable to investors.

special purpose acquisition companies (SPACs) financial

"a firm that sponsors special purpose acquisition companies (SPACs), since July 2020..."

A special purpose acquisition company (SPAC) is a publicly traded shell company that raises money from investors with the sole goal of finding and merging with a private business, allowing that business to become publicly listed without a traditional initial public offering. It matters to investors because buying into a SPAC is like backing a management team’s promise rather than a proven company: it can give early access to fast-growing firms but carries risks from limited information, time limits, and potential dilution.

Understanding 8-K Material Events →

04/02/2026 - 05:24 PM

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 27, 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 5.07. Submission of Matters to a Vote of Security Holders.

On April 1, 2026, RYVYL Inc. (the “Company”) held its 2026 special meeting of stockholders (the “Special Meeting”). At the close of business on February 6, 2026, the record date for the Special Meeting (the “Record Date”), there were 1,266,631 shares of common stock, par value $0.001 per share (the “Common Stock”), issued and outstanding and entitled to vote at the Special Meeting. In addition, on the Record Date there were 50,000 shares of Series C convertible preferred stock, par value $0.001 per share (the “Series C Preferred Stock”), issued and outstanding, held by one record holder entitled to vote at the Special Meeting. Each share of Common Stock entitled the holder thereof to one vote. Each share of Series C Preferred Stock entitled the holder thereof to vote on an as-converted to Common Stock basis, subject to beneficial ownership limitation provisions, resulting in the holder being entitled to an aggregate of 205,775 votes. At the Annual Meeting, the holders of shares entitled to vote represented an aggregate of 1,472,406 votes of the Company’s capital voting stock were represented in person or by proxy, constituting a quorum.

Set forth below are each of the three proposals that were voted on at the Special Meeting and the stockholder votes on each such proposal, as certified by the inspector of elections for the Annual Meeting. These proposals are described in further detail in the Definitive Proxy Statement on Schedule 14A that the Company filed with the U.S. Securities and Exchange Commission (the “SEC”) on February 13, 2026 (the “Proxy Statement”).

Proposal No. 1: The Merger Agreement and the transactions contemplated thereby, including the merger, the issuance of the

Merger Shares, the assumption of the RTB equity incentive plans and outstanding awards, the assumption of the RTB convertible notes, and the change of control resulting from the merger. There were 157,570 broker non-votes on this matter. The final voting results were as follows:

For				Against				Abstain
	804,879				7,173				663

Proposal No. 2: Approval of an amendment to the Ryvyl Amended and Restated Articles of Incorporation, as amended, to effect the change of name of Ryvyl to “RTB Digital, Inc.;” The final voting results were as follows:

For				Against				Abstain
	960,658				7,338				2,289

Proposal No. 3: To consider and vote upon an adjournment of the RYVYL special meeting, if necessary, to solicit additional proxies if there are not sufficient votes in favor of the foregoing proposals. The final voting results were as follows:

For				Against				Abstain
	958,026				9,458				2,801

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On March 27, 2026, the Board of Directors (“Board”) appointed Steven Fletcher as a director, filling a vacancy on the Board. Mr. Fletcher was also appointed to be a member of the audit committee of the Board. The Board determined that Mr. Fletcher is an independent member of the Board

Mr Fletcher is a director of Lee Enterprises, Incorporated, a provider of local news with more than 350 weekly and specialty publications across 72 markets in 25 states, where he is Chairman of the Audit and Risk Management Committee, and a member of the Executive Compensation Committee. Mr. Fletcher has served as the Chief Executive Officer of technology company Explorer Parent LLC, a firm that sponsors special purpose acquisition companies (SPACs), since July 2020, an advisor to Carney Technology Acquisition Corp. II (NASDAQ: CTAQ) since December 2020, an advisor to Epiphany Technology Acquisition Corp. (NASDAQ: EPHY) since January 2021, an advisor to BioPlus Acquisition Corp. (NASDAQ: BIOS) since January 2021 and an advisor to Enterprise 4.0 Technology Acquisition Corp. (NASDAQ: ENTF) since October 2021. He served from 2013 to August 2022 as an independent director of atVenu, a leading live event commerce platform, where he was a member of the Audit and Compensation Committees, and as an independent director of Life Signals, Inc. a healthcare technology company since November 2021. From 2003 to May 2018, Mr. Fletcher was a Managing Director, Co-Head of the Digital Media Group and Head of the Software Group at GCA Savvian, a global investment bank. He was also a member of the firm’s Management Committee. From 1994 until 2002, Mr. Fletcher worked at Goldman, Sachs & Co., where he held a number of leadership roles including Head of the Private Placement Group, Head of the IT Services sector and Co-Head of the Hardware, Storage, EMS, and Internet Infrastructure sectors. He began his career at Deloitte & Touche as a CPA. Mr. Fletcher received a B.A. in Economics from UCLA and an M.B.A. from the Wharton School of the University of Pennsylvania.

Mr. Fletcher brings to the Board more than 20 years of experience in the investment banking industry, and he has extensive expertise with respect to debt and equity financing, strategic transactions, capital allocation, capital markets and corporate financial management, particularly in the digital media sector. He also has significant experience with corporate governance through prior service on several boards. His experience enables him to provide strong oversight of financial and disclosure responsibilities, controls, and procedures, which qualify him to serve as a member of our audit committee and as a designated financial expert.

Forward-Looking Statements

This Form 8-K and Press Release contains forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. Such forward-looking statements are characterized by future or conditional verbs such as “may,” “will,” “expect,” “intend,” “anticipate,” “believe,” “estimate” and “continue” or similar words, including statements regarding the Company’s ability to regain compliance with the Nasdaq continued listing standards. 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 statements are only predictions and the Company’s actual results may differ materially from those anticipated in these forward-looking statements. Such forward-looking statements are subject to risks and uncertainties, many of which are beyond the Company’s control, which could cause the Company’s actual results to differ materially from those expressed in or implied by these statements.

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. Risk factors affecting the Company are discussed in detail in the Company’s filings with the SEC. 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. There are a number of risks and uncertainties that could cause actual results to differ materially from the forward-looking statements included in this Form 8-K and Press Release, including statements regarding the Company’s ability to regain compliance with the Nasdaq continued listing standards, statements regarding the intention to effect the Reverse Stock Split and the result of effectuating such Reverse Stock Split, and other important factors that could cause actual results to differ materially from those projected and those discussed under risk factors in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 and other filings filed with the SEC (including its Current Reports on Form 8-K and Quarterly Reports on Form 10-Q). Forward-looking statements speak only as of the date they are made. The Company does not assume any obligation to update forward-looking statements as circumstances change. The Company gives no assurance that it will achieve its expectations.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit No.		Name of Exhibit
99.1		Press Release issued on April 2, 2026 – Special Meeting results
99.2		Press Release issued on April 2, 2026 – Director appointment.
104		Cover Page Interactive Data File (embedded within the inline XBRL document).

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: April 2, 2026

Exhibit 99.1

Roundtable and RYVYL Announce Shareholders Approve Merger, with 99% of Votes Cast in Favor

Seattle, WA, April 2, 2026 — RYVYL Inc. (NASDAQ: RVYL) (“RYVYL” or the “Company”), and RTB Digital Inc.’s (Roundtable) CEO, James Heckman, announced today that the merger was approved at the Company’s Special Meeting of Shareholders held on April 1, 2026.

The approval removes the final corporate hurdle to complete the merger, and, subject to Nasdaq approval of Roundtable’s initial listing application, which has been filed, establishes the foundation to list the combined company on Nasdaq as RTB Digital Inc., expected to be listed under the ticker symbol RTB. The transaction is anticipated to consummate imminently.

“We are grateful for the outcome of today’s Special Meeting and appreciate RYVYL stockholders’ support for the merger,” said Heckman, founder and CEO of Roundtable. “In anticipation of bringing our Web3, AI-powered digital media platform to NASDAQ.” 99% of votes cast were in favor.” which we believe reflects strong understanding of the transformative impact our platform can deliver to major media businesses,” added Heckman.

About Roundtable (RTB Digital, Inc.)

Transforming the $200B Global Media Industry from Web1 to Web4. Roundtable is the only full-stack enterprise platform combining AI and Web3 infrastructure, including decentralized publishing, DeFi payments and reporting, data encryption and IP protection, syndication, revenue optimization, AI-based business intelligence, management and operations, custom network applications, and a real-time blockchain-based payment and reporting system. The platform represents a multi-generational leap in technology. For more information, visit RTB.io.

About RYVYL

RYVYL Inc. (NASDAQ: RVYL) operates a digital payment processing business enabling transactions around the globe and provides payment solutions for underserved markets.

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 Reverse Stock Split. 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 the risk that the Reverse Stock Split 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.

RYVYL IR Contact:

Richard Land, Alliance Advisors Investor Relations

973-873-7686, ryvylinvestor@allianceadvisors.com

Roundtable PR Contact:

Mehab Qureshi, RTB Digital Inc.

+91 90289 77198, press@roundtable.io

Exhibit 99.2

In photo: James Heckman, Roundtable Founder and CEO

Roundtable CEO James Heckman Clarifies Equity Status, Announces One Year Lock

Ryvyl Adds Veteran former Goldman Sachs Tech Banker Steve Fletcher to Board of Directors

Seattle, WA, April 02, 2026 (GLOBE NEWSWIRE) – James Heckman, CEO of AI-driven, Web3 media platform - RTB Digital, Inc. (dba “Roundtable”), following shareholder approval of the company’s merger with RYVYL Inc. (NASDAQ: RVYL) outlined the post-merger capitalization table lock-up agreement, and related liquidity considerations; provided additional detail on the recently announced $10 million deposit toward a strategic investment and partnership; and announced a veteran digital media-focused board member.

Heckman announced, “about 85% of outstanding shares, including new shares from the merger, and 100% of the $35 million recently invested, which auto-converts into equity - concurrent with the merger, have agreed to lock up for at least one year, with a 12-month release thereafter.”

The Company and its benefactors have made the rare decision to release enough shares to meet minimum NASDAQ requirements related to liquidity but no more - the rest are locked. In short, of the combined total of 13.5 million shares, only 2 million shares are unlocked, leaving 11.5 million locked.

Heckman continued to underscore the long-term commitment of the team.

“Our visionary, veteran product team has invested five intense years, with tens of millions deployed, to create the only AI-driven, Web3, full-stack enterprise platform for professional media. Nothing will distract us from reaching our industry goals, especially not short-term liquidity, as we focus on delivering a shared platform to ensure transparency, efficiency, and profitability for our media partners.”

Strategic Investment

$35 million was invested into Roundtable leading into the merger and is intended to accelerate client adoption. As is common in technology and media, RTB has identified, negotiated, and signed a binding agreement to acquire control of a digital media company’s sales, operations, and distribution, as the commercial component of a strategic investment. The $10 million deposit represents the first step in securing this agreement.

While the outcome is not guaranteed, the team brings decades of experience securing and managing agreements of this nature, which could accelerate the scale of RTB’s platform business by several years. Post-merger, RTB’s balance sheet is sufficient to support operations for more than a year even if the partnership is not consummated. Management believes the transformative upside justifies the investment and is proceeding accordingly.

Appointment of Steve Fletcher to Board of Directors

On March 27, 2026, the RVYL Board of Directors (“Board”) appointed Steven Fletcher as a director, filling a vacancy. Mr. Fletcher will serve on the audit committee, has been determined to be an independent member and is expected to remain on the board, following the merger.

Mr. Fletcher brings more than 20 years of investment banking experience, having begun his banking career at Goldman Sachs, where he held several leadership roles, including Head of the Private Placement Group, Head of the IT Services sector, and Co-Head of the Hardware, Storage, EMS, and Internet Infrastructure sectors. He began his career at Deloitte & Touche as a CPA, and received his M.B.A. from the Wharton School of the University of Pennsylvania.

Mr. Fletcher has extensive expertise in debt and equity financing, strategic transactions, capital allocation, capital markets, and corporate financial management, particularly within the digital media sector. He also brings significant corporate governance experience through prior board service, including as an independent director of atVenu, LifeSignals, Inc., a healthcare technology company and Lee Enterprises, a provider of local news with more than 350 weekly and specialty publications across 72 markets in 25 states, where he is Chairman of the Audit and Risk Committees, and a member of the Compensation Committee.

Mr. Fletcher was also a co-founder and Co-Head of the Digital Media Group and Head of the Software Group at GCA Savvian, a global investment bank, and since 2018 has served as CEO of Explorer Parent LLC, a firm that sponsors special purpose acquisition companies (SPACs), including seven SPAC IPOs.

Mr. Fletcher has a 27-year relationship advising RTB’s founding team, dating back to Rivals.com while at Goldman Sachs. He led the sale of Scout.com to News Corp and 5to1 to Yahoo, where he worked with founder Heckman on the nine-figure Interclick acquisition and the AOL/Yahoo/MSN joint advertising venture. More recently he worked with the team at Arena Group/Maven, and now Roundtable.

About Roundtable (RTB Digital, Inc.)

About RYVYL

RYVYL Inc. (NASDAQ: RVYL) operates a digital payment processing business enabling transactions around the globe and provides payment solutions for underserved markets.

Cautionary Note Regarding Forward-Looking Statements

RYVYL IR Contact:

Richard Land, Alliance Advisors Investor Relations

973-873-7686, ryvylinvestor@allianceadvisors.com

Roundtable PR Contact:

Mehab Qureshi, RTB Digital Inc.

+91 90289 77198, press@roundtable.io

Source: View Original Filing on SEC EDGAR

FAQ

What did RYVYL (RVYL) shareholders approve regarding the RTB Digital merger?

Shareholders approved the merger agreement with RTB Digital Inc., related issuance of merger shares, assumption of RTB equity plans and convertible notes, and the resulting change of control. They also backed renaming RYVYL to “RTB Digital, Inc.”, clearing the last corporate step before closing, pending Nasdaq approval.

How strong was shareholder support for the RYVYL (RVYL) and RTB Digital merger?

Support was very strong. The merger proposal received 804,879 votes for, versus 7,173 against and 663 abstentions, with 157,570 broker non-votes. The name change proposal saw 960,658 votes for, 7,338 against and 2,289 abstentions, indicating broad backing from voting shareholders for the combined RTB Digital entity.

How much new capital is associated with the RYVYL–RTB Digital transaction and how is it used?

The disclosure notes a recent $35 million investment into Roundtable that will auto-convert into equity concurrent with the merger. It also highlights a $10 million deposit tied to a binding agreement for a strategic media partnership aimed at accelerating platform adoption and scaling RTB’s business.

What strategic partnership is RTB Digital pursuing after the RYVYL merger?

RTB Digital has a binding agreement to acquire control of a digital media company’s sales, operations, and distribution as part of a strategic investment. A $10 million deposit is the first step, and management says the deal could significantly accelerate platform scale, though the outcome is not guaranteed.

Who is Steven Fletcher and what role will he have at RYVYL/RTB Digital?

Steven Fletcher, a veteran technology and digital media investment banker with leadership experience at Goldman Sachs and GCA Savvian, has been appointed as a director and audit committee member. He is described as independent and is expected to remain on the board after the merger, bringing extensive financing and governance expertise.

How does management describe RTB Digital’s financial position post-merger?

Management states that, after the merger and related financing, RTB Digital’s balance sheet should be sufficient to support operations for more than a year even if the contemplated strategic media partnership does not close, suggesting resources to execute its business plan while pursuing that potential growth opportunity.

Filing Exhibits & Attachments

7 documents

RYVYL (NASDAQ: RVYL) wins RTB Digital merger vote, locks 85% of 13.5M shares