SCHEDULE: RTB Digital Boosts RYVYL Stake Ahead of Merger
Beneficial Ownership Disclosure
RTB Digital Inc. has increased its beneficial ownership in RYVYL Inc. to 16.6% as part of a planned reverse merger, acquiring convertible preferred stock.
Summary
- RTB Digital Inc. acquired 50,000 shares of RYVYL Series C Convertible Preferred Stock.
- This acquisition is part of a planned strategic reverse merger transaction with RYVYL Inc. as per the Agreement and Plan of Merger dated September 28, 2025.
- The Series C Preferred Stock is convertible into an aggregate of 12,500,000 shares of common stock at a conversion price of $0.40 per share, subject to a beneficial ownership blocker provision.
- RTB Digital Inc. currently beneficially owns 7,202,092 shares of RYVYL Inc. common stock, representing 16.6% of the class.
- This beneficial ownership percentage is based on 36,028,478 issued and outstanding shares of RYVYL Inc. as of October 7, 2025.
- The beneficial ownership limitation (blocker provision) was modified from 4.99% to 19.9% on October 29, 2025, by mutual agreement.
- Due to the 19.9% blocker provision, 5,297,908 shares of common stock are not currently beneficially owned for Schedule 13D purposes.
- RTB Digital Inc. is a Delaware corporation operating a Web3-enabled media platform for major media brands and premium clients, focused on developing and deploying digital media distribution technologies.
- James Heckman, the Chief Executive Officer of RTB Digital, Inc., has sole authority to vote and dispose of the Series C Preferred Stock.
Sentiment
Score: 7
Explanation: The filing indicates progress on a strategic reverse merger, with RTB Digital increasing its stake and gaining voting rights, which is generally positive for the merger's progression. The blocker provision, while limiting immediate full conversion, is a standard mechanism.
Positives
- RTB Digital Inc. has increased its stake in RYVYL Inc., signaling commitment to the planned reverse merger.
- The modification of the beneficial ownership blocker to 19.9% allows RTB Digital Inc. greater influence and voting power (16.6%) in RYVYL Inc.
- RTB Digital Inc. is now eligible to vote the Series C Convertible Preferred Stock as of October 29, 2025, enhancing its control.
Negatives
- The beneficial ownership blocker provision still prevents full conversion of all 12,500,000 shares, with 5,297,908 shares currently not beneficially owned for reporting purposes.
Future Outlook
The filing indicates a planned strategic reverse merger transaction between RTB Digital Inc. and RYVYL Inc., which is the primary future event for both entities.
Industry Context
RTB Digital Inc. operates a Web3-enabled media platform, indicating a strategic move by RYVYL Inc. into the evolving digital media and Web3 space through this merger. This aligns with broader industry trends towards decentralized technologies and new media distribution models.
Corporate Governance
| Change Type | Description | Effective Date | Impact Assessment |
|---|---|---|---|
| Beneficial Ownership Limitation | Modification of Section 6(d) of the Certificate of Designation for Series C Convertible Preferred Stock, increasing the beneficial ownership limitation from 4.99% to 19.9%. | 2025-10-29 | Allows RTB Digital Inc. to beneficially own a larger percentage of RYVYL Inc. common stock and exercise voting rights on its convertible preferred stock. |
| Voting Rights | Waiver of notice period for voting eligibility, making RTB Digital Inc. eligible to vote the Series C Convertible Preferred Stock. | 2025-10-29 | Grants RTB Digital Inc. immediate voting power over its beneficially owned shares. |
Stakeholder Impact
- Shareholders: Existing RYVYL Inc. shareholders will see a significant new beneficial owner (RTB Digital Inc.) with substantial voting power (16.6%), potentially influencing future corporate decisions and the outcome of the reverse merger.
- Management: The planned reverse merger implies potential changes or integration challenges for management teams of both companies.
Next Steps
- Completion of the planned strategic reverse merger transaction between RYVYL Inc. and RTB Digital Inc.
Key Dates
| Date | Description |
|---|---|
| 2022-11-09 | RTB Digital Inc. incorporated as Roundtable Media, Inc. |
| 2024-10-29 | Roundtable Media, Inc. changed its name to RTB Digital, Inc. |
| 2025-09-28 | Agreement and Plan of Merger dated between RYVYL Inc. and RTB Digital Inc. |
| 2025-10-06 | Securities Purchase Agreement dated between RYVYL Inc. and RTB Digital Inc. |
| 2025-10-07 | Transaction closed for the acquisition of Series C Convertible Preferred Stock; 36,028,478 shares of RYVYL Inc. common stock issued and outstanding. |
| 2025-10-29 | Date of event requiring Schedule 13D filing; beneficial ownership blocker provision modified from 4.99% to 19.9%; RTB Digital Inc. became eligible to vote Series C Convertible Preferred Stock. |
| 2025-12-08 | Date of Schedule 13D filing signature. |
Recommendation
holdThe filing indicates a significant step forward in the planned reverse merger between RYVYL Inc. and RTB Digital Inc., with RTB Digital increasing its beneficial ownership and gaining voting rights. This progress is a positive signal for the merger's completion. However, without further financial details or operational updates from the combined entity, a 'hold' recommendation is prudent as investors await more comprehensive information regarding the merger's terms, synergies, and post-merger outlook.
Keywords
RYVYL Inc., RTB Digital Inc., Schedule 13D, Reverse Merger, Convertible Preferred Stock, Beneficial Ownership, Web3, Media Platform, Digital Media Distribution
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