10-Q: RTB Digital Completes Merger, Renames to RTB Digital Inc.

RTB Digital, Inc. (formerly RYVYL Inc.) announced the completion of its merger with RTB Digital, Inc., effective May 12, 2026, and has been renamed RTB Digital, Inc.

Summary

• RTB Digital, Inc. (formerly RYVYL Inc.) has completed its merger with RTB Digital, Inc., effective May 12, 2026. The company has been renamed RTB Digital, Inc., and RTB will operate as a wholly-owned subsidiary.
• The company reported a net loss of $3.3 million for the quarter ended March 31, 2026, compared to a net loss of $2.8 million for the same period in 2025.
• Revenue decreased by 8.5% to $2.5 million for the quarter ended March 31, 2026, from $2.8 million in the prior year, primarily due to non-recurring revenue in Q1 2025.
• Operating expenses decreased by 27.8% to $4.2 million, driven by reductions in R&D, G&A, payroll, and restructuring charges, partially offset by increases in professional fees and stock compensation.
• The company continues to face substantial doubt about its ability to continue as a going concern due to insufficient working capital and ongoing operating losses.
• Management's plan to address liquidity includes raising additional capital, exploring strategic initiatives like M&A, accelerating business development, and implementing cost controls.
• The company received a notice of non-compliance with Nasdaq's minimum stockholders equity requirement but will continue to be listed following the merger completion.

Sentiment

Score: 3

Explanation: StockSavvy.ai views this filing as negative due to the continued net losses, declining revenue, and the substantial doubt about the company's ability to continue as a going concern, despite the completion of a significant merger.

Positives

• Completion of the merger with RTB Digital, Inc., which is expected to form the primary business of the combined entity.
• Successful navigation of Nasdaq's minimum stockholders equity requirement due to the completion of the merger.
• Reduction in operating expenses by $1.6 million (27.8%) due to cost control measures and lower headcount.
• Net cash used in operating activities significantly decreased from $15.6 million in Q1 2025 to $2.1 million in Q1 2026.
• Proceeds from common warrant exercises provided $0.4 million in financing activities during the quarter.

Negatives

• Net loss of $3.3 million for the quarter ended March 31, 2026.
• Revenue decreased by 8.5% to $2.5 million for the quarter ended March 31, 2026.
• Substantial doubt exists regarding the company's ability to continue as a going concern.
• Accumulated deficit increased to $200.2 million as of March 31, 2026.
• Impairment of ROU asset of $0.9 million recorded in the quarter.
• The company is past due on rent payments for its San Diego facility.

Risks

• The company's ability to continue as a going concern is contingent upon the successful execution of its plan to raise additional capital and improve liquidity.
• The integration of RTB Digital, Inc.'s business operations and the execution of new business plans for the combined entity.
• The company's ability to comply with new regulations and compliance requirements affecting its business.
• The company's ability to compete and succeed in an evolving industry and adapt to rapid technological changes.
• Risks associated with potential acquisitions, post-acquisition integrations, dispositions, and other strategic growth opportunities.
• The company's dependence on its proprietary technology, which may not be adequately protected.
• The company is past due on rent payments for its San Diego facility, with potential for lease modifications or termination.
• The company is subject to ongoing legal proceedings, the outcomes of which are uncertain and could materially affect its financial condition.

Future Outlook

Management believes its plan to raise additional capital, explore strategic initiatives including M&A, accelerate business development, and implement cost controls is sufficient to address liquidity shortfalls and fund operations for the next 12 months. However, there is no assurance that these plans will be successful or that additional funding will be available on favorable terms.

Management Comments

• Management has assessed that its intended plan described above, if successfully implemented, is appropriate and sufficient to address its liquidity shortfall and to provide funds to cover operations for the next 12 months from the date of the issuance of this Report.
• However, there can be no assurance that we will be successful in implementing our plan, that our projections of our future capital needs will prove accurate, or that any additional funding will be available on a timely manner, on favorable terms, or be sufficient to continue our operations.
• Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures.
• Based on that evaluation, our management concluded that, as of March 31, 2026, our disclosure controls and procedures were effective at the reasonable assurance level.

Industry Context

StockSavvy.ai notes that the completion of the merger and renaming to RTB Digital, Inc. signifies a strategic pivot, likely aiming to leverage RTB's business as the core of the combined entity. This move comes as the company navigates significant going concern issues and a challenging revenue environment in the payment processing sector.

Comparison to Industry Standards

• The company's revenue of $2.5 million for the quarter is significantly lower than established payment processors like Visa or Mastercard, which generate billions in quarterly revenue.
• The net loss of $3.3 million and accumulated deficit of $200.2 million indicate a financial performance that is not in line with industry leaders who typically demonstrate profitability and strong balance sheets.
• The company's focus on underserved and higher-risk industry verticals, while a potential niche, often carries higher operational costs and credit risks compared to mainstream payment processing.
• The ongoing need to raise capital to fund operations is a critical concern, as many mature payment technology companies are self-sustaining or use capital for strategic acquisitions rather than basic operations.

Legal Proceedings

• Confidential settlement agreement reached in the Jacqueline Dollar case.
• SEC filed a settled action against the Company and its founders on April 27, 2026, fully resolving all claims against the Company without monetary penalty.
• Shareholder derivative litigation (Hertel and Gazaway cases consolidated) settled, with final approval granted January 13, 2026.
• J. Drew Byelick's breach of contract lawsuit is ongoing, with discovery closed but no trial date set.
• Kapcharge USA Inc. lawsuit settled on May 12, 2026.
• Rachael Mora lawsuit alleging sex discrimination and retaliation is ongoing.
• Ellenoff, Grossman & Schole LLP lawsuit for breach of contract is ongoing.
• Ideyalabs, LLC lawsuit for breach of contract is ongoing.

Related Party Transactions

• Through August 2025, the Company employed two brothers of its then-serving CEO, Fredi Nisan, Dan and Liron Nusinovich, with annual salaries of approximately $260,000 and $131,000, respectively.
• Fredi Nisan provided advisory services from November 1, 2025, through April 30, 2026, for a monthly cash consulting fee.
• Ben Errez provided advisory services from September 1, 2025, through February 28, 2026, for a monthly cash consulting fee.

Stakeholder Impact

• Shareholders: Continued dilution risk from potential future capital raises; uncertainty regarding the success of the merger and future profitability.
• Employees: Potential impact from ongoing cost control measures and right-sizing of the organization; integration of RTB Digital's workforce.
• Creditors: The company's going concern status and liquidity challenges may impact its ability to meet debt obligations.
• Suppliers: Potential for payment delays or renegotiation of terms due to liquidity constraints.

Next Steps

• Continue to execute the plan to raise additional capital.
• Accelerate business development efforts to drive volumes in diversified business verticals.
• Implement cost control measures to manage spending and right-size the organization.
• Integrate RTB Digital, Inc.'s business operations.
• Continue to monitor and comply with Nasdaq listing requirements.

Key Dates

Recommendation

The completion of the merger and renaming to RTB Digital, Inc. is a significant strategic event that could provide a new direction. However, the persistent net losses, declining revenue, and ongoing going concern issues necessitate a cautious approach. While the merger offers potential, the immediate financial health and execution risks warrant a 'hold' recommendation until there is clearer evidence of stabilization and profitable growth.

Keywords

RTB Digital, RYVYL Inc., SEC Filing, 10-Q, Quarterly Report, Merger, Financial Statements, Going Concern, Liquidity, Revenue, Net Loss, Nasdaq, RTB Digital Inc.