SCHEDULE: RTB Digital Acquires RYVYL Preferred Stock for Merger

RTB Digital Inc. has acquired Series C Convertible Preferred Stock in RYVYL Inc. as a step towards a planned reverse merger transaction.

Summary

• RTB Digital Inc. acquired 50,000 shares of RYVYL Inc.'s Series C Convertible Preferred Stock on October 7, 2025.
• This acquisition is part of a planned reverse merger transaction between RTB Digital and RYVYL Inc., as outlined in the Merger Agreement dated September 28, 2025.
• The Series C Preferred Stock is convertible into common stock at a price of $0.40 per share.
• RTB Digital currently beneficially owns 12,500,000 shares on an as-converted basis, representing 100% of the Series C Convertible Preferred Stock class.
• An initial beneficial ownership limitation of 4.99% of RYVYL's common stock will be lifted on December 6, 2025, allowing RTB Digital to convert shares exceeding this threshold.

Sentiment

Score: 7

Explanation: The filing indicates progress on a strategic reverse merger, which is generally a positive development for the involved parties, assuming the merger terms are favorable. The acquisition of preferred stock is a concrete step towards this goal. However, the lack of detailed financial terms or specific benefits of the merger in this filing prevents a higher score.

Positives

• The acquisition of preferred stock signals progress towards the planned reverse merger between RTB Digital and RYVYL Inc.
• The merger could create a combined entity with a Web3-enabled media platform and potentially enhanced market position.

Negatives

• The filing does not explicitly detail any negative aspects of the transaction or the reporting person's background.

Risks

• The successful completion of the reverse merger transaction is subject to various conditions and may not materialize as planned.
• Integration risks associated with combining two companies post-merger.
• Potential dilution for existing RYVYL common shareholders upon conversion of the Series C Preferred Stock.
• The value of the preferred stock is tied to the common stock conversion price, which is subject to market fluctuations.

Future Outlook

The primary future outlook is the completion of the planned reverse merger transaction between RTB Digital Inc. and RYVYL Inc. Following the effective date of the beneficial ownership limitation increase on December 6, 2025, RTB Digital will gain the right to convert its Series C Preferred Stock into a significant stake in RYVYL's common stock.

Industry Context

This transaction represents a strategic move in the evolving digital media and Web3 space. RTB Digital, a Web3-enabled media platform, is pursuing a reverse merger with RYVYL Inc. This could indicate a strategic alignment to leverage RTB Digital's digital media distribution technologies within a broader corporate structure.

Corporate Governance

Related Party Transactions

• The acquisition of Series C Convertible Preferred Stock by RTB Digital Inc. from RYVYL Inc. is directly related to the planned reverse merger transaction between the two entities, making it a significant transaction between parties that will become closely related.

Stakeholder Impact

• Shareholders (RYVYL Inc.): Potential for significant changes in company direction and ownership structure post-merger. Conversion of preferred stock could lead to dilution of existing common shareholders.
• Shareholders (RTB Digital Inc.): The merger represents a strategic growth opportunity and a path to public market access.
• Management/Employees: Potential for integration challenges, restructuring, or new strategic directives post-merger.

Next Steps

• Completion of the reverse merger transaction between RTB Digital Inc. and RYVYL Inc.
• The beneficial ownership limitation on Series C Preferred Stock conversion will become effective on December 6, 2025.

Key Dates

Recommendation

This Schedule 13D filing primarily discloses a procedural step in a planned reverse merger, specifically the acquisition of preferred stock and the upcoming lifting of a beneficial ownership conversion limitation. While the merger itself is a significant strategic event, this filing lacks sufficient detail on the financial terms, synergies, or combined entity's prospects to warrant a 'buy' or 'sell' recommendation. Investors should 'hold' and await further disclosures regarding the full merger agreement, pro forma financials, and strategic rationale before making a definitive investment decision.

Keywords

RTB Digital, RYVYL Inc., Reverse Merger, Series C Preferred Stock, Convertible Stock, Web3 Media, Digital Media, SEC Filing, Schedule 13D, Corporate Governance