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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.
RYVYL Inc. (“RYVYL” or the “Company”) announced
that, at its Special Meeting of Shareholders to vote on the Company’s planned merger with RTB Digital, Inc. (“Roundtable”),
99% of votes cast continue to support the merger, with 659,620 votes in favor collected to date. Approval by holders of >50% of outstanding
shares is required to consummate the merger, meaning only an additional 5% is needed to complete the process. The meeting has been adjourned
to allow additional time for vote collection and will reconvene virtually on April 1, 2026 at 4:00 p.m. EST. The record date of February
6, 2026 remains unchanged and continues to apply to the reconvened Special Meeting.
The Company encourages all shareholders who have yet to cast their
votes, to vote now so they can be tabulated prior to the reconvened Special Meeting. If additional votes are needed after this recess,
the Company anticipates seeking an additional adjournment of the Special Meeting until April 6, 2026.
Shareholders may participate in the
reconvened Special Meeting by following this link:: http://www.virtualshareholdermeeting.com/RVYL2026SM For questions or voting
assistance, please contact Kingsdale Advisors at 888-518-6812 or contactus@kingsdaleadvisors.com.
Forward-Looking Statements
Exhibit 99.1 attached
to this Form 8-K contains, and may implicate, forward-looking statements regarding the Company, and includes cautionary statements identifying
important factors that could cause actual results to differ materially from those anticipated.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. |
|
Name
of Exhibit |
| |
|
|
| 99.1 |
|
Press Release, issued on
March 26, 2026 |
| |
|
|
| 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: March 26, 2026
Exhibit 99.1
RVYL Shareholder Meeting Continued to April 1, with 99% of Votes
Cast in Favor of Roundtable Merger
Just 5% Additional Vote Needed to Reach >50% “Yes-Quorum,”
to Complete Merger with Roundtable, Inc.
SAN DIEGO, CA, March 26, 2026 — RYVYL Inc. (NASDAQ: RVYL) today announced
that, at its Special Meeting of Shareholders to vote on the Company’s planned merger with RTB Digital, Inc. (“Roundtable”),
99% of votes cast continue to support the merger, with 659,620 votes in favor collected to date. Approval by holders of >50% of outstanding
shares is required to consummate the merger, meaning only an additional 5% is needed to complete the process. The Company’s board
of directors, in consultation with its proxy solicitors, has decided to further adjourn the meeting to allow additional time for vote
collection and will reconvene virtually on April 1, 2026 at 4:00 p.m. EST. The record date of February 6, 2026 remains unchanged and continues
to apply to the reconvened Special Meeting.
The Company encourages all shareholders who have yet to cast their
votes, to vote now so they can be tabulated prior to the reconvened Special Meeting. If additional votes are needed after this recess,
the Company anticipates seeking an additional adjournment of the Special Meeting until April 6, 2026.
Shareholders may participate in the reconvened Special Meeting by following
this link:: http://www.virtualshareholdermeeting.com/RVYL2026SM
For questions or voting assistance, please contact Kingsdale Advisors
at 888-518-6812 or contactus@kingsdaleadvisors.com.
About Roundtable (RTB Digital, Inc.)
Roundtable is a Web3 digital media platform, providing decentralized
publishing, commerce, data, syndication, network distribution, ad sales and operations, as well as community platforms and custom apps
for major media and professional and major media brands. 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. www.ryvyl.com
.
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, mehab@roundtable.io
