🧾 What This Document Is

This is an 8-K filing, which is like a "breaking news" report to the SEC from a public company. It's used to announce major events that shareholders should know about. Here, it's sharing two key announcements: that shareholders approved a major merger and details on what happens next.

👉 In simple terms: RYVYL (RVYL) is merging with a company called Roundtable (RTB Digital). This filing gives the green light and sets the stage for the new combined company.

🏢 What The Company Does

RYVYL Inc. (RVYL) currently runs a digital payment processing business, handling transactions globally and serving markets that are often overlooked.

Roundtable (RTB Digital, Inc.) is a technology company building what it calls a "full-stack" media platform. They combine AI and Web3 tools (like decentralized publishing and blockchain payments) aiming to modernize the $200 billion global media industry.

👉 Why it matters: This merger is a complete change of business for the public shell. RYVYL's payment business is being combined with Roundtable's unproven but ambitious media tech platform.

💰 Financial Highlights & Terms

The filing reveals critical financial details about the deal's structure and backers' confidence.

🗳️ The Vote

Result: Shareholders overwhelmingly approved the merger.
Support: 99% of votes cast were in favor. This is a very strong "yes."

🔐 The Lock-Up Agreement

To prevent a flood of shares hitting the market after the merger, key investors agreed to a one-year lock-up.

Total Post-Merger Shares: ~13.5 million shares.
Locked Shares: 11.5 million shares (85% of the total).
Unlocked (Tradeable) Shares: Only 2 million shares. This small float is intended to meet Nasdaq's minimum liquidity rules but nothing more.

👉 Why it matters: A massive lock-up signals long-term commitment from insiders and prevents immediate selling pressure, which could help stabilize the stock price after the merger.

💵 The Strategic Investment

Amount: $35 million was invested into Roundtable just before the merger and will convert into equity in the new company.
First Step: A $10 million deposit has already been made as part of a deal to potentially acquire a digital media company's sales and operations.
Runway: Management states the balance sheet is strong enough to operate for over a year even if this specific partnership isn't completed.

🚀 Key Moves

1. The Merger Approval

This is the main event. With shareholder approval, the final corporate step is done. The deal now just needs Nasdaq's approval for Roundtable's listing application.

2. New Board Member

Steven Fletcher was appointed to RYVYL's Board of Directors on March 27, 2026.

Background: A veteran with 20+ years at Goldman Sachs, former CEO of a SPAC sponsor, and deep experience in digital media, finance, and corporate governance.
Relationship: He has a 27-year advising relationship with Roundtable's founding team.
Role: He will join the audit committee and is expected to stay on the board after the merger.

👉 Why it matters: Adding a heavyweight banker with tech and media dealmaking experience right before the merger closes adds credibility and strategic oversight to the new board.

📦 Financial Position & Strategy

The post-merger company, expected to be named RTB Digital Inc. and trade under the ticker RTB, is positioning itself with:

A Tight Share Structure: The aggressive lock-up keeps most shares off the market.
A War Chest: The $35 million investment provides capital to grow.
An Acquisitive Eye: The $10 million deposit shows they are actively using that capital to buy strategic assets to accelerate growth.

🔮 What's Next

Imminent Closing: The merger is expected to happen very soon.
Nasdaq Listing: The new company, RTB Digital Inc. (RTB), is pending Nasdaq approval to list.
Execute on Strategy: Use the locked-in capital and board expertise to launch and scale the Roundtable platform in the media industry.

⚖️ The Big Picture

👍 Strengths

Overwhelming Vote: 99% support removes any doubt about shareholder approval.
Locked-Up Capital: The one-year lock on 85% of shares shows insider confidence and reduces dilution risk.
Strategic Funding: $35 million in committed capital is a strong starting point.
Experienced Leadership: The addition of Steve Fletcher to the board brings serious financial and industry clout.

⚠️ Risks

Execution Risk: The merger itself is just the start. Roundtable must now successfully commercialize its unproven, complex platform in the competitive media industry.
Market Risk: The stock's future will be tied to Roundtable's performance, not RYVYL's old payment business.
Deal Risk: The $10 million strategic investment is a deposit; the full partnership is not guaranteed.

🧠 The Analogy

Think of this merger like a small, steady taxi company (RYVYL) merging with a team that's building a new, high-tech self-driving car network (Roundtable). The taxi company's shareholders just voted overwhelmingly to approve the plan. The builders of the new network (insiders) have locked up most of their own cars in the garage for a year, showing they believe in the long-term future, not a quick flip. They've also hired a legendary traffic engineer (Steve Fletcher) to join the board. Now, all that's left is to get the final permit (Nasdaq approval) and start the service.

📇 Key Contacts & People

Richard Land, Alliance Advisors Investor Relations
- Phone: 973-873-7686
- Email: [email protected]
Mehab Qureshi, RTB Digital Inc. (Roundtable PR Contact)
- Phone: +91 90289 77198
- Email: [email protected]
James Heckman, Founder and CEO of Roundtable
Steven Fletcher, Newly Appointed Director to RYVYL's Board

🧩 Final Takeaway

RYVYL's shareholders have decisively approved its transformation into RTB Digital Inc., an AI and Web3 media company. The deal is structured to favor long-term stability through massive share lock-ups and is backed by a large war chest, but its success now hinges entirely on the new management's ability to execute in a challenging industry.

RYVYL Inc. — 8-K Filing