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RYVYL Inc. announced that the Special Meeting to vote on its planned merger with RTB Digital, Inc. (Roundtable) was adjourned and will reconvene virtually on March 25, 2026 at 4pm EST. The record date remains February 6, 2026.
Approximately 99% of votes cast were in favor and holders representing 43% of voting power have submitted votes; the company reports that an additional 7% of votes in favor are needed to confirm the merger. The meeting is in recess while the company completes collection of outstanding votes; shareholders are encouraged to vote before the reconvened meeting.
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. is seeking stockholder approval for a reverse merger with RTB Digital, Inc. A Ryvyl subsidiary will merge into RTB, and RTB will become a wholly owned subsidiary. RTB securityholders will receive or be able to acquire a portion of 14,285,715 Ryvyl common shares as merger consideration.
After the merger, RTB stockholders, option holders, and warrant holders are expected to own or have rights to acquire about 84.85% of Ryvyl’s fully diluted common stock, leaving current Ryvyl securityholders with about 15.15%, before further dilution from conversion of RTB’s assumed convertible notes.
Ryvyl has already implemented a 35‑for‑1 reverse stock split and plans to change its name to “RTB Digital, Inc.” and trade on Nasdaq under the symbol “RTB,” subject to listing approvals. A virtual special meeting on March 18, 2026 will ask Ryvyl stockholders to approve the merger, the name change, and a possible adjournment proposal.
RYVYL Inc. proposes a reverse merger with RTB Digital, Inc. in which RTB securityholders will receive rights to a portion of 14,285,715 shares of Ryvyl common stock as merger consideration. RTB stockholders, option holders and warrant holders are expected to own, or hold rights to acquire, about 84.85% of the fully diluted common stock of the combined company (before conversion of RTB convertible notes), leaving current Ryvyl stakeholders with about 15.15%.
RTB’s debt will be assumed by Ryvyl and then converted into common stock, removing repayment obligations but causing additional dilution. Ryvyl has already completed a 35‑for‑1 reverse stock split and plans to cancel the Series C Preferred Stock issued to RTB at closing. After the merger, the company will be renamed “RTB Digital, Inc.” and expects to continue trading on Nasdaq under the symbol “RTB,” subject to Nasdaq approval.
Ryvyl will hold a virtual special meeting on March 18, 2026 for stockholders to vote on the merger, a name change and a possible adjournment. The boards of both companies unanimously determined the transaction is fair and in the best interests of their stockholders. The parties intend the merger to qualify as a tax‑free reorganization for U.S. federal income tax purposes, and Ryvyl stockholders are not entitled to appraisal rights.
RYVYL Inc. received an amended Schedule 13G/A (Amendment No. 2) from Arena Investors, LP and related entities reporting that they no longer beneficially own any shares of the company’s common stock. The filing lists an aggregate beneficial ownership of 0 shares, representing 0.0% of the class as of 12/31/2025.
The reporting persons confirm they have no sole or shared voting or dispositive power over RYVYL common stock and state that the securities referenced were not acquired or held for the purpose of changing or influencing control of the issuer.
Ryvyl Inc. has filed an amended Form S-4 outlining a reverse merger with RTB Digital, Inc., in which RTB will become a wholly owned subsidiary and the combined company will focus on RTB’s Web3 media SaaS platform for major media brands.
After the merger, current RTB stockholders, option holders and warrant holders are expected to own or control rights to acquire approximately 84.85% of the fully diluted common stock of Ryvyl, while existing Ryvyl holders would have about 15.15%, before any conversion of RTB convertible notes. RTB debt will be assumed by Ryvyl and then converted into common stock of the combined company, removing repayment obligations but further diluting ownership.
Ryvyl previously implemented a 35‑for‑1 reverse stock split on January 2, 2026 to support Nasdaq listing compliance and will seek continued Nasdaq Capital Market listing under a new name, “RTB Digital, Inc.”, and expected ticker “RTB.” A virtual special meeting on March 26, 2026 will ask Ryvyl stockholders to approve the Merger Agreement, a corporate name change and a possible adjournment proposal. Series C Preferred Stock sold to RTB for an aggregate purchase price of $6,500,000 will be cancelled if the merger closes, but if a defined material breach or failure to close occurs, Ryvyl must redeem that Series C and issue additional Series C Warrants to RTB.
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. filed a current report describing a press release about its proposed acquisition of RTB Digital, Inc.. The company has filed a proxy statement and a Registration Statement on Form S-4 with the SEC in connection with this planned merger. The press release is furnished as an exhibit, meaning it is provided for informational purposes rather than being treated as filed financial information.
The filing highlights that statements about the merger are forward-looking and subject to many risks and uncertainties. These include the need for stockholder approvals, regulatory and other closing conditions, successful integration of the two businesses, retention of customers and key employees, potential changes to capital structure and governance, and broader economic and regulatory factors. The company cautions that actual results could differ materially from these forward-looking statements and does not undertake to update them.
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.