RYVYL (NASDAQ: RVYL) delays Roundtable merger vote despite 99% support

Rhea-AI Filing Summary

RYVYL Inc. reported that its Special Meeting of Shareholders to vote on the planned merger with RTB Digital, Inc. was convened on March 18, 2026 but then adjourned. The meeting will reconvene virtually on March 25, 2026 at 4 p.m. EST, with the February 6, 2026 record date unchanged.

RYVYL stated that approximately 99% of votes cast so far support the merger, representing about 43% of entitled shares. The company says only about 7% additional favorable votes are needed to confirm the merger and is using the recess to collect more votes, urging remaining shareholders to participate.

Insights

M&A and corporate governance analyst

RYVYL pauses merger vote to secure remaining required support.

The adjournment centers on the shareholder vote for RYVYL’s planned merger with RTB Digital, Inc. The company reports very strong support among votes cast so far, with about 99% in favor, but overall participation is only 43% of entitled shares.

This indicates the hurdle is turnout, not opposition. RYVYL states that roughly 7% more in favorable votes are needed, so the recess and reconvened meeting on March 25, 2026 are designed to close that gap. The unchanged record date of February 6, 2026 means only existing eligible holders can influence the final outcome.

The filing does not alter previously disclosed merger terms but highlights execution risk around shareholder engagement. Actual closing of the merger will depend on securing the remaining required votes at the reconvened Special Meeting.

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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 18, 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 the Special Meeting of Shareholders (the “Special Meeting”) to vote on the Company’s planned merger with RTB Digital, Inc. (“Roundtable”), which was convened on March 18, 2026, has been adjourned.

The Special Meeting is now scheduled to reconvene virtually on March 25, 2026, starting at 4pm EST. Shareholders interested in participating in the reconvened Special Meeting should use the following link:

http://www.virtualshareholdermeeting.com/RVYL2026SM

The record date for the Special Meeting, February 6, 2026, is unchanged and applies to the reconvened Special Meeting.

To date, approximately 99% of the votes cast, voted in favor of the proposed merger, with 43% of the entitled to vote submitted, therefore only 7% additional votes in favor are needed to confirm the merger. The Company is in recess to complete collection of the additional votes. For shareholders who are yet to cast their votes, we urge them to vote their shares now, so they can be tabulated prior to the reconvened Special Meeting.

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 18, 2026
104		Cover Page Interactive Data File (embedded within the inline XBRL document).

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.

	RYVYL Inc.
	By:	/s/ George Oliva
		Name:	George Oliva
		Title:	Interim Chief Executive Officer and Chief Financial Officer

Dated: March 18, 2026

2

Exhibit 99.1

RYVYL Inc. Announces Postponement of Special Meeting of Shareholders

Approximately 99% of Shareholder Votes Cast to Date are in Favor of Proposed Merger between RYVYL and Roundtable

SAN DIEGO, CA – March 18, 2026 – RYVYL Inc. (NASDAQ: RVYL) (“RYVYL” or the “Company”) today announced that the Special Meeting of Shareholders (the “Special Meeting”) to vote on the Company’s planned merger with RTB Digital, Inc. (“Roundtable”), which was convened on March 18, 2026, has been adjourned, to reconvene virtually on March 25, starting at 4pm EST. Shareholders interested in participating in the reconvened Special Meeting should use the following link:

http://www.virtualshareholdermeeting.com/RVYL2026SM

The record date for the Special Meeting, February 6, 2026, is unchanged and applies to the reconvened Special Meeting.

To date, approximately 99% of the votes cast, voted in favor of the proposed merger, with 43% of the entitled to vote submitted, therefore only 7% additional votes in favor are needed to confirm the merger. The Company is in recess to complete collection of the additional votes. For shareholders who are yet to cast their votes, we urge them to vote their shares now, so they can be tabulated prior to the reconvened Special Meeting.

For questions or voting assistance, please contact Kingsdale Advisors at 888-518-6812 or contactus@kingsdaleadvisors.com.

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 . 

About Roundtable (RTB Digital, Inc.)

RTB Digital, Inc. is a Web 3 digital media SaaS 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 journalist brands. For more information visit RTB.io 

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

FAQ

What did RYVYL (RVYL) announce about its Special Meeting and merger vote?

RYVYL announced that its Special Meeting to vote on the merger with RTB Digital, Inc. was adjourned and will reconvene virtually on March 25, 2026 at 4 p.m. EST, with the original February 6, 2026 record date unchanged.

How much support does the RYVYL (RVYL) and Roundtable merger have so far?

RYVYL reports that approximately 99% of the shareholder votes cast to date favor the planned merger with RTB Digital, Inc. Those supportive votes currently represent about 43% of the total shares entitled to vote at the Special Meeting.

Why was RYVYL’s merger Special Meeting adjourned instead of completed?

The meeting was adjourned so RYVYL can gather additional votes needed to confirm the merger. Although 99% of votes cast support the deal, only 43% of entitled shares have voted, and the company says about 7% more favorable votes are required.

When will RYVYL (RVYL) reconvene the Special Meeting on the Roundtable merger?

RYVYL plans to reconvene the Special Meeting virtually on March 25, 2026 at 4 p.m. EST. The company is using the intervening period to solicit more shareholder votes in favor of the merger with RTB Digital, Inc.

Who is eligible to vote on the RYVYL and RTB Digital merger?

Shareholders of record as of February 6, 2026 remain eligible to vote on the merger. RYVYL confirms that this record date is unchanged for the reconvened Special Meeting, so only those holders can cast or change their votes.

How can RYVYL (RVYL) shareholders get help voting on the merger?

RYVYL directs shareholders needing voting assistance to Kingsdale Advisors. Investors can call 888-518-6812 or email contactus@kingsdaleadvisors.com for help submitting or updating their proxy instructions before the reconvened Special Meeting.

Filing Exhibits & Attachments

4 documents

Press Releases

• EX-99.1 EXHIBIT 99.1 8.2 KB

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