RYVYL (NASDAQ: RVYL) partner RTB commits $10M in strategic acquisition pact

Rhea-AI Filing Summary

RYVYL Inc. reported that RTB Digital, Inc., the company involved in its proposed merger, has entered into a confidential Strategic Partnerships and Investment Terms Agreement. Under this agreement, RTB will obtain a controlling interest in a strategically aligned company in its industry, and the terms will transfer to Ryvyl once the merger closes.

The Strategic Agreement includes a non-refundable $10 million deposit already paid at signing, which will be applied to the final purchase price. Key terms remain under negotiation and are expected to be resolved within 30 days, and closing is subject to conditions including funding, additional purchase price payment, and RTB assuming a portion of the seller group’s outstanding debt.

Insights

Equity transactions analyst

RYVYL’s merger partner commits $10M deposit toward a leveraged strategic acquisition.

The update shows RTB Digital, Ryvyl’s merger counterparty, moving ahead with a Strategic Partnerships and Investment Terms Agreement to gain a controlling interest in a related-industry company. A $10 million non-refundable deposit has already been paid and will offset the final purchase price.

Because the agreement is confidential and some terms are still being negotiated, the economic impact on Ryvyl will depend on final pricing, structure, and how much outstanding debt RTB agrees to assume from the seller group. The transaction also remains subject to funding and completion of the broader merger under which RTB becomes a wholly owned subsidiary.

If the deal closes as described, Ryvyl would indirectly own the target through RTB, potentially expanding its industry footprint. Subsequent company filings after the expected 30‑day negotiation window may clarify total consideration, financing mix, and the final debt obligations assumed.

8-K Event Classification

2 items: 8.01, 9.01

2 items

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

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

Understanding 8-K Material Events →

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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 strategic agreement did RYVYL Inc. disclose for RVYL?

RYVYL disclosed that RTB Digital, its proposed merger partner, signed a Strategic Partnerships and Investment Terms Agreement to gain a controlling interest in a strategically aligned company. The agreement will be assumed by Ryvyl once RTB becomes its wholly owned subsidiary.

How much is the non-refundable deposit under RYVYL’s strategic agreement?

The Strategic Agreement requires a non-refundable deposit of $10 million, which has already been paid at signing. This amount will be credited against the final purchase price if the transaction is completed under the agreed terms.

How does the RTB Digital agreement affect RYVYL (RVYL) after the merger?

After the proposed merger, RTB Digital will become a wholly owned Ryvyl subsidiary, so Ryvyl will assume the Strategic Agreement. That means Ryvyl would indirectly hold the controlling interest in the target company if the agreement and merger are both consummated.

What conditions must be met before RYVYL’s strategic agreement can be completed?

Completion requires resolving remaining negotiated terms, arranging funding, paying the additional purchase price beyond the $10 million deposit, and RTB assuming a portion of outstanding debt from the seller group. These are substantive conditions that must be satisfied before closing.

When are remaining terms of RYVYL’s strategic agreement expected to be finalized?

Certain terms of the Strategic Agreement are still being negotiated but are expected to be resolved within 30 days. Until then, some economic details and structure remain confidential and subject to change as negotiations conclude.

Does the strategic agreement involve debt assumption by RYVYL or RTB Digital?

Yes. A condition for consummating the Strategic Agreement is that RTB Digital assumes a portion of the outstanding debt held by the seller group. This debt assumption would become part of Ryvyl’s consolidated obligations once RTB is its wholly owned subsidiary.

Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 XBRL SCHEMA FILE 2.9 KB
• EX-101 XBRL LABEL FILE 33.4 KB
• EX-101 XBRL PRESENTATION FILE 21.8 KB