RVYL News & Events

Roundtable CEO James Heckman detailed the company's post-merger capitalization strategy following the April 1 shareholder approval of its merger with Ryvyl. The merger was approved by approximately 99% of votes cast by shareholders. This communication provides additional detail for shareholders, following last week's meeting announcement, including details of the 85% equity capitalization table lock up. The combined entity is expected to have approximately 13.5M total shares outstanding. Of those, approximately 2M shares are expected to be available for public trading, with the remaining 11.5M shares, representing approximately 85% of the total outstanding shares, subject to a one year lock up provision. Prior to the merger, Ryvyl effected a reverse stock split to secure compliance with Nasdaq listing requirements, while Roundtable invested $6M into Ryvyl to ensure shareholder equity compliance. Approximately 2M share public float designed to meet Nasdaq listing requirements, comprising approximately 1.25M existing Ryvyl shares and approximately 750,000 shares issued in connection with the Roundtable merger. $35M of new capital was invested to support the merger and accelerate major media brand customer adoption. This follows over $10M of R&D investment in RTB's "DeWeb" acquired, Web3 media platform, primarily funded by Binance and Roundtable founding investors.

Ryvyl and RTB Digital's CEO, James Heckman, announced that the merger was approved at the company's Special Meeting of Shareholders held on April 1. The approval removes the final corporate hurdle to complete the merger, and, subject to Nasdaq approval of Roundtable's initial listing application, which has been filed, establishes the foundation to list the combined company on Nasdaq as RTB Digital, expected to be listed under the ticker symbol "RTB." The transaction is anticipated to consummate imminently.

Ryvyl, in anticipation of its previously announced merger with RTB Digital, announced that it has received formal written confirmation from The Nasdaq Stock Market confirming that the company has regained compliance with Nasdaq's minimum bid price requirement under Listing Rule 5550(a)(2). Nasdaq has determined that the matter is now closed. In connection with the anticipated merger, Ryvvl has filed a Form S-4 registration statement with the U.S. SEC. The filing is part of the required regulatory process related to the transaction. No changes to shareholder equity have occurred because of the compliance determination, and the company's capital structure remains unchanged.

Ryvyl announced that it has filed a proxy and registration statement on Form S-4 with the SEC in connection with the company's proposed acquisition of RTB Digital in a merger transaction. Once complete, the transaction would result in the company's operations being focused on Roundtable's ad revenue generating Web3 media platform. While this registration statement has not yet become effective and the information contained therein is subject to change, it provides information about Ryvyl's proposed acquisition of Roundtable. Once declared effective by the SEC, the final proxy statement/prospectus included in the Form S-4 will be mailed to both Ryvyl and Roundtable stockholders prior to stockholder votes on the proposed acquisition. Ryvyl expects the transaction will close in the third quarter of 2026.