Ryvyl Inc. 8-K Filings

RTB Digital, Inc., formerly Ryvyl Inc., completed its merger with privately held RTB Digital, making RTB a wholly owned subsidiary and shifting the business focus to a Web3 media platform serving major media brands and sports channels. At closing, the company issued 4,384,504 shares of common stock to former RTB shareholders, and immediately after the merger there were about 5,774,711 shares outstanding. The company reserved additional shares for assumed RTB securities, including options, warrants and convertible debt that may be exercised or converted in the future. Certain pre‑merger RTB security holders agreed to a 12‑month lock‑up with a further nine‑month dribble‑out. The company also changed its name to RTB Digital, Inc., its Nasdaq ticker to RTB, and reconstituted its board and executive team, appointing James Heckman as CEO and Aly Madhavji as CFO.

RTB Digital, Inc., formerly associated with RYVYL, filed an amended current report to add a missing corporate document. The amendment’s purpose is to include Exhibit 3.2, the Certificate of Merger between RYVYL Merger Sub Inc. and RTB Digital, Inc., which became effective on May 12, 2026. The filing also references a prior Certificate of Amendment changing the company’s name to RTB Digital, Inc. and a previously issued press release dated May 12, 2026. This amendment is primarily administrative, ensuring the company’s merger and name-change records are complete and properly filed.

RTB Digital, Inc., formerly Ryvyl Inc., has completed its merger with RTB Digital, Inc. via a subsidiary, making RTB a wholly owned subsidiary and rebranding the parent as RTB Digital, Inc. doing business as Roundtable. As part of the merger, the company will issue 11,893,886 shares of common stock in exchange for RTB’s outstanding equity and notes, resulting in 13,174,895 common shares outstanding immediately after the transaction. The company will also issue 109,410 shares under its investment banking agreement with Maxim Partners LLC. The common stock is expected to begin trading on the Nasdaq Capital Market under the new ticker symbol RTB on May 13, 2026, while the existing CUSIP remains unchanged and current share certificates remain valid. Audited and unaudited historical financial statements of RTB and unaudited pro forma combined financial information will be provided in an amended report within seventy-one days.

RYVYL Inc. has received a Nasdaq notice that its common stock no longer meets the Nasdaq Capital Market’s minimum stockholders’ equity requirement of $2.5 million, creating a risk of delisting. The company has appealed to the Nasdaq Hearings Panel, which keeps its shares trading while a decision is pending.

RYVYL’s stockholders have approved a merger with RTB Digital, Inc., and the company expects the combined entity to have more than $20 million in stockholders’ equity, which would satisfy Nasdaq’s continued listing standards. Management believes the merger will close before the appeal hearing and views completion of the merger as its plan to regain full compliance.

RYVYL Inc. filed a current report to describe the status of its previously disclosed settlement with the SEC. The company states that the SEC has approved the terms of the 2025 settlement, which includes no monetary penalty and no admission of wrongdoing, and resolves all potential legal claims by the SEC against the company.

The filing clarifies that the SEC’s complaint and related materials filed in federal court are intended to memorialize an already resolved matter, not to introduce new or unresolved claims. The final step is for the U.S. District Court in the Southern District of California to endorse the agreed Final Judgment, which the company expects to occur shortly. The attached consent and Final Judgment permanently restrain and enjoin RYVYL from violating specified antifraud and reporting provisions of the federal securities laws.

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.

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.

RYVYL Inc. reports strong shareholder support for its planned merger with RTB Digital, Inc. (Roundtable). At the special meeting, 99% of votes cast, representing 659,620 votes in favor, supported the merger. However, approval still requires holders of more than 50% of outstanding shares, and the company estimates only about 5% additional support is needed to reach that threshold.

The special meeting has been adjourned and will reconvene virtually on April 1, 2026 at 4:00 p.m. EST, with the record date of February 6, 2026 unchanged. If necessary, RYVYL may seek a further adjournment to April 6, 2026 to continue gathering votes.

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.

RYVYL Inc. reports that Nasdaq has notified the company it has regained compliance with the exchange’s minimum bid price rule under Listing Rule 5550(a)(2). This means the company now meets Nasdaq’s listing requirements again, and a previously scheduled hearing before a Nasdaq panel regarding potential delisting has been cancelled. The company’s common stock will continue to trade on the Nasdaq Capital Market as long as it continues to satisfy all applicable Nasdaq listing standards. RYVYL also issued a press release announcing the restored compliance.

Ryvyl Inc. reported that it has issued a press release announcing the filing of a proxy statement and a Registration Statement on Form S-4 with the SEC for its proposed acquisition of RTB Digital, Inc. The Form S-4 and proxy statement are intended to support shareholder approval and regulatory review of the planned merger. The company highlights that completion of the transaction depends on various conditions, including stockholder approvals, regulatory and other consents, successful business integration, and access to financing and liquidity, and it lists numerous risks that could cause the merger to be delayed, altered, or not completed.

RYVYL Inc. reports that its anticipated merger partner, RTB Digital, Inc., has entered into a binding term sheet for a new $10.0 million secured convertible note with UTXO Management, an affiliate of 210k Capital, LP.

This financing has a structure similar to RTB’s prior $33 million secured convertible note, bringing RTB’s recently raised capital to $43.0 million. If the planned merger between RYVYL and RTB is completed and the note converts, it would convert into equity of RYVYL, potentially increasing RYVYL’s shareholder equity.

The company states that RTB’s increased resources will not adversely affect the exchange ratio for RYVYL stockholders immediately before the merger, if the merger is approved. The disclosure also highlights extensive forward-looking risks around completion of the merger, integration, regulatory and stockholder approvals, and broader business and economic conditions.

RYVYL Inc. disclosed that it has become obligated to issue 122,164 shares of its common stock as part of a court-approved settlement of a putative class action lawsuit. The settlement originally called for 700,000 shares, but a one-for-thirty-five reverse stock split led to an adjusted number of settlement shares designed to have a value of at least $700,000 as of the effective date.

The shares are being issued in reliance on the Section 3(a)(10) exemption from registration and serve as consideration to the plaintiffs. The company also granted a put option for the benefit of the settlement class, allowing the class’s counsel to sell the settlement shares back to RYVYL if the 10-day average closing price falls below the closing price on the issuance date, at a price reformulated under the settlement terms.

RYVYL Inc. reported results of its 2025 annual stockholder meeting and detailed a new Nasdaq listing compliance challenge. Stockholders elected four directors, ratified Simon & Edward, LLP as auditor, authorized the board to implement a reverse stock split of the common stock at a ratio between one-for-twenty and one-for-fifty by June 30, 2026, and approved increasing authorized common shares from 100,000,000 to 500,000,000.

The company received a Nasdaq notice stating it did not regain compliance with the $1.00 minimum bid price rule by December 9, 2025 and is ineligible for a second 180‑day extension because it does not meet the $5,000,000 minimum stockholders’ equity initial listing requirement. Unless successfully appealed, its common stock would be delisted from the Nasdaq Capital Market, but the company has filed an appeal, plans to implement the approved reverse stock split, and believes it meets the $2,500,000 stockholders’ equity requirement for continued listing, while warning there is no assurance it will regain or maintain compliance.

RYVYL Inc. amended its October 2025 financing with RTB Digital, Inc. involving 50,000 shares of Series C convertible preferred stock. The amendment increases the overall purchase price by $1,500,000, bringing total gross proceeds to $6,500,000, which RTB pays to the company at signing.

The company also filed a certificate of amendment to raise the Series C preferred stock's stated value from $100.00 to $130.00 per share, for an aggregate stated value of $6,500,000. All other terms of the securities purchase agreement and the original certificate of designation remain in effect.

RYVYL Inc. reports that on November 14, 2025, the United States District Court for the Southern District of California granted preliminary approval of a proposed settlement of the consolidated shareholder derivative action titled “In re RYVYL Inc. Derivative Litigation, Lead Case No. 3:23-cv-01165-GPC-SBC.” The settlement also covers related litigation in the Eight Judicial District Court in Clark County, Nevada involving certain current and former officers and directors.

The court’s order provides for notice of the proposed settlement to all record and beneficial stockholders of RYVYL as of September 30, 2025. RYVYL has filed the preliminary approval order, the stipulation and agreement of settlement, the notice of proposed settlement, and a related press release as exhibits to this report, and has also made the settlement documents and notice available on its investor website.

RYVYL Inc. (RVYL) reported that on November 6, 2025 Aly Madhavji agreed to help guide RYVYL and RTB Digital, Inc. through their intended merger and to serve as Chief Financial Officer of the post‑merger company. The company furnished a press release as Exhibit 99.1 under Regulation FD.

RYVYL plans to file a Form S‑4 that will include a proxy statement/prospectus for a stockholder vote on the proposed merger. The transaction remains subject to conditions, including stockholder approvals and regulatory reviews, and may be terminated if conditions are not satisfied. The disclosure includes forward‑looking statement cautions outlining integration, approval, timing, and execution risks. This communication is not an offer or solicitation for any securities.

RYVYL Inc. announced executive leadership changes. Fredi Nisan resigned from the board effective October 30, 2025 and will retire as Chief Executive Officer effective October 31, 2025. The company stated his resignation was not related to any disagreement regarding operations, policies, or practices.

The board appointed Chief Financial Officer George Oliva as Interim Chief Executive Officer, effective immediately following Mr. Nisan’s retirement. Oliva, a CPA with over 30 years of senior finance experience, has served as CFO since October 2023 and as a director since September 2025. The company noted there are no arrangements or family relationships tied to his appointment.

RYVYL Inc. reported it will cancel and reschedule its Annual Meeting of Stockholders. The meeting originally planned for October 30, 2025 is being moved to December 15, 2025, with a new record date of October 31, 2025. The company will revise proxy materials and make them available to all stockholders of record as of the new record date. A press release announcing these changes was furnished as Exhibit 99.1.

RYVYL Inc. announced that Nasdaq notified the company it has achieved the required shareholders’ equity threshold, thereby lifting the previous delisting risk. The update followed a direct investment by RTB Digital, Inc. into the company.

The company disclosed the news under Other Events and furnished a press release as Exhibit 99.1 dated October 15, 2025.

RYVYL Inc. filed an 8-K reporting a material transaction package including an Agreement and Plan of Merger dated September 28, 2025 among RYVYL, RYVYL Merger Sub Inc. and RTB Digital, Inc. that is incorporated by reference to an earlier 8-K filed October 2, 2025. The filing also lists a Certificate of Designation for Series B Convertible Preferred Stock, a Form of Warrant, and a Securities Purchase Agreement dated October 6, 2025. The document is dated October 7, 2025 and signed by CFO George Oliva. The items disclosed indicate a change-in-control transaction framework plus financing instruments (preferred stock and warrants) linked to the merger and a securities purchase arrangement.

RYVYL Inc. announced that its Board of Directors appointed Tod Browndorf as a director effective September 30, 2025. He will serve until the company’s 2025 Annual Meeting of Shareholders and until a successor is duly elected and qualified.

Browndorf brings more than three decades of leadership experience across technology, finance, and entrepreneurship. He has served as CEO of Coggno Inc. since 2010 and previously founded Hirehand and held senior operating roles in recruiting technology businesses, as well as trading roles at Montgomery Securities and on the New York Futures Exchange.

The company states there is no arrangement or understanding with any other person regarding his selection, and he has no family relationships with existing executives or directors, nor any material interests in transactions requiring disclosure under Regulation S-K Item 404(a).

RYVYL Inc. filed an 8-K describing how, at the closing of a proposed merger, each class of RTB equity and convertible securities will be converted into Company common stock based on an Exchange Ratio set by the Merger Agreement. The filing explains that RTB's Class A, Class B and Class C shares, outstanding RTB convertible note shares, and other convertible securities will be converted into equivalent Company instruments and that assumed convertible securities will preserve the original vesting schedules. Exercise and conversion prices will be adjusted by the Exchange Ratio (prices rounded up to the nearest cent; share counts rounded down to whole shares). The document identifies included exhibits 10.1, 99.1 and 104 and is signed by the CEO on Oct 2, 2025.

RYVYL Inc. announced that Chief Executive Officer Fredi Nisan will retire effective October 31, 2025. In connection with his retirement, he will receive a $350,000 cash severance payable over twelve months and accelerated vesting of all his unvested equity grants as of the termination date.

RYVYL and Nisan also signed an advisory services agreement under which he will advise on investor partnerships, investment relationships, M&A opportunities, and corporate development from November 1, 2025 through April 30, 2026 for a $10,000 monthly cash fee plus reimbursed approved travel expenses. The company states his departure is for personal reasons and not due to any disagreement with management or the board. Director Forest Ralph also resigned for personal reasons, likewise without any stated disagreement.

RYVYL Inc. reported that Chief Executive Officer Fredi Nisan will retire from his role effective October 31, 2025. In connection with his retirement, the company and Mr. Nisan entered into a severance agreement under which he will receive a cash payment of $350,000, paid over twelve months after his termination date, and all of his issued but unvested equity grants will fully vest as of that date.

The parties agreed to mutual releases of claims related to his employment and separation and agreed not to initiate lawsuits against each other. RYVYL also entered into an advisory services agreement with Mr. Nisan, effective November 1, 2025 through April 30, 2026, under which he will advise on investor partnerships, investment relationships, M&A opportunities, and corporate development for a monthly cash fee of $10,000 plus certain preapproved travel expenses. The company disclosed that Mr. Nisan’s departure is for personal reasons and not due to any disagreement with management or the board. Separately, director Forest Ralph resigned on September 26, 2025, also citing personal reasons and no disagreements with the company.

RYVYL Inc. filed a Form 8-K reporting an Employment Agreement dated September 22, 2025 between the company and George Oliva. The filing indicates the document was provided as an exhibit and the Form 8-K was signed by Fredi Nisan, Chief Executive Officer, on September 24, 2025. The notice lists the company’s common stock ticker RVYL and NASDAQ market tier information. No compensation terms, job title, start date, severance, or other substantive contractual details are disclosed in the text provided. Because the filing references an employment agreement without the agreement’s substantive clauses in the excerpt, readers cannot assess financial impact, change in control provisions, or any material obligations from this content alone.

RYVYL Inc. reports it has completed the sale of its indirect Bulgarian subsidiary Ryvyl (EU) EAD under a stock purchase agreement for an aggregate purchase price of $15,000,000, with all Ryvyl EU shares sold by wholly owned subsidiary Transact Europe Holdings EOOD to a purchaser.

The 8-K details prior amendments, a termination right and standstill arrangements, and notes that after RYVYL did not exercise its termination rights, the purchaser moved forward to acquire the shares. RYVYL states it received a June 13, 2025 letter from the purchaser which, in the Company’s opinion, provides that its obligation to pay $16.5 million in damages or any other amount under the SPA shall cease to apply. The company also files unaudited pro forma financial information as an exhibit reflecting the Ryvyl EU sale.

RYVYL Inc. reported that its board and audit committee no longer meet Nasdaq’s independence requirements and that it has notified the Nasdaq Continued Listing Center. The board currently has four members, only two of whom are independent directors; the company needs one more independent director to restore a majority-independent board under Nasdaq Listing Rule 5605(b)(1).

RYVYL plans to appoint an additional independent director as soon as practicable, which would bring the board to five members, three of them independent. Its audit committee is currently composed of a single independent member who is also an audit committee financial expert. To regain compliance with Nasdaq Listing Rule 5605(c)(2)(A), the company intends to add two more independent audit committee members, with a third member targeted to be in place no later than February 27, 2026, which is 180 days after the audit committee became noncompliant.

RYVYL Inc. reported that independent directors Genevieve Baer and Ezra Laniado resigned from its Board effective August 31, 2025, citing personal reasons and stating there were no disagreements with management or the Board on company matters. On September 1, 2025, each entered into a Consulting Agreement with RYVYL through August 30, 2026 to advise on strategic investor partnerships, investment relationships, M&A exploration, corporate development, and other revenue-generating initiatives, for a cash consulting fee of $99,000 per year each, plus reimbursed preapproved travel expenses. Either party may terminate a Consulting Agreement with 90 days’ written notice, after the first 30 days of the term.

To fill the vacancies, the Board appointed George OlivaGene Jones, a seasoned financial executive and former RYVYL interim CFO and SEC project advisor. Both will serve as directors until the 2025 Annual Meeting of Shareholders and until successors are elected and qualified. The company noted that neither new director has family relationships with existing leadership or material related-party transactions requiring disclosure.

RYVYL Inc. announced that it will hold its 2025 Annual Meeting of Shareholders virtually on October 23, 2025. The Board set a record date of September 10, 2025, which means only shareholders of record on that date will be entitled to receive notice of and vote at the meeting.

Because the meeting will occur more than 30 days before the anniversary of last year’s meeting, RYVYL set new deadlines for shareholder proposals and director nominations. Stockholder proposals under Rule 14a-8 and director nominations must be received at the company’s San Diego address by the close of business on September 12, 2025 to be considered for inclusion in the proxy materials. The same date applies to notices required under Rule 14a-19 for shareholders who plan to solicit proxies for their own director nominees.

RYVYL Inc. reported that Ben Errez will retire as Chairman and as a Director of the company effective August 31, 2025. The filing notes that he had previously announced his resignation as Executive Vice President, also effective August 31, 2025. His departure is described as being for personal reasons and not due to any disagreement with management or the Board on the company’s operations, policies, or practices. The company issued a press release on August 29, 2025 regarding his retirement, which is included as an exhibit.

RYVYL Inc. announced that Executive Vice President Ben Errez will retire effective August 31, 2025. Under a Severance Benefits Offer and General Waiver and Release of Claims agreement, he will receive a cash payment of $350,000 within five business days after his termination date, and all of his issued but unvested equity grants will vest as of that date.

The agreement includes customary representations, warranties, mutual releases of claims related to his employment and separation, and a mutual covenant not to initiate lawsuits between the parties. In a separate Advisory Services Agreement effective September 1, 2025 through February 28, 2026, Mr. Errez will continue to support the company by advising on strategic investor partnerships, investment relationships, M&A exploration, corporate development, and other revenue-generating matters for a consulting fee of $10,000 per month plus reimbursed, preapproved travel expenses. The company states that his departure is for personal reasons and not due to any disagreement with management or the board.