RYVYL Inc. 8-K

What Happened

• RYVYL Inc. (formerly Ryvyl) announced that on May 12, 2026 its wholly owned Merger Sub merged with and into RTB Digital, Inc. (RTB), with RTB surviving as a wholly owned subsidiary of RYVYL. The company changed its name from “Ryvyl Inc.” to “RTB Digital, Inc.” to reflect RTB’s business as a full‑stack enterprise media platform. The parties signed the Merger Agreement on September 28, 2025 and agreed to close the merger even if some customary closing conditions remained to be completed in the following days.

Key Details

• Merger closing date: May 12, 2026; trading under new ticker RTB begins May 13, 2026 on the Nasdaq Capital Market.
• Shares issued: 11,893,886 shares issued in exchange for RTB’s equity and assumed debt; total shares outstanding immediately after the merger: 13,174,895.
• Other issuances/assumptions: RYVYL assumed certain RTB equity awards and warrants and will issue 109,410 shares under its investment banking agreement with Maxim Partners LLC.
• Corporate housekeeping: CUSIP remains unchanged; existing share certificates need not be exchanged but may be reissued through transfer agent VStock Transfer, LLC.
• Financial reporting: Audited RTB financials (fiscal years 2024–2025) and unaudited interim financials (Q1 2026) and pro forma combined financial information will be filed by amendment to the 8‑K within 71 days.

Why It Matters

• The filing confirms a completed merger and an immediate corporate identity/ticker change, which affects how investors find and trade the company (new name RTB Digital, Inc., ticker RTB).
• The issuance and assumption of shares, awards and warrants changed the company’s share count and capital structure; investors should note the new outstanding share total and the forthcoming audited and pro forma financials to assess the combined company’s historical results and post‑merger financial position.
• Operational and governance steps outlined in the Merger Agreement may continue in the days after closing (director resignations/appointments, other post‑closing actions), so investors should watch for additional 8‑K filings and the amended 8‑K with the acquired company’s financial statements.