425: RYVYL Adjourns Merger Vote, Nears Approval

RYVYL Inc. has adjourned its Special Meeting of Shareholders to March 25, 2026, to secure additional votes for its planned merger with RTB Digital, Inc., with 99% of votes cast already in favor.

Summary

• RYVYL Inc. adjourned its Special Meeting of Shareholders concerning the planned merger with RTB Digital, Inc. (Roundtable).
• The meeting, originally convened on March 18, 2026, will reconvene virtually on March 25, 2026, at 4pm EST.
• The record date for the meeting, February 6, 2026, remains unchanged.
• Approximately 99% of the votes cast to date are in favor of the proposed merger.
• Currently, 43% of the shares entitled to vote have been submitted, requiring only 7% additional votes in favor to confirm the merger.
• The adjournment is to allow for the collection of these additional votes.

Sentiment

Score: 6

Explanation: StockSavvy.ai views this as moderately positive. While the adjournment is a minor setback, the overwhelming 'in favor' vote from submitted proxies suggests the merger is highly likely to pass once the required quorum or participation threshold is met.

Positives

• Approximately 99% of the votes already cast are in favor of the proposed merger with RTB Digital, Inc.
• Only 7% additional votes in favor are needed to confirm the merger, indicating strong existing support.

Negatives

• The Special Meeting of Shareholders had to be adjourned, indicating that the company had not yet secured enough total votes to pass the merger on the initial date.

Risks

• The risk that the Reverse Stock Split will not guarantee that the Company regains compliance with Nasdaq's listing requirements or will remain in compliance with all other requirements for continued listing on Nasdaq.
• The merger may not be confirmed if the company fails to collect the additional 7% votes needed.

Future Outlook

The company anticipates completing the collection of additional votes to confirm the merger with RTB Digital, Inc. The forward-looking statements also caution that a Reverse Stock Split may not guarantee compliance with Nasdaq's listing requirements.

Management Comments

• For shareholders who are yet to cast their votes, we urge them to vote their shares now, so they can be tabulated prior to the reconvened Special Meeting.

Industry Context

StockSavvy.ai notes that this merger attempt by RYVYL, a digital payment processor, with RTB Digital, a Web 3 digital media SaaS platform, represents a strategic move to potentially diversify or integrate into the evolving Web 3 and decentralized technology space, a trend seen across various industries seeking to leverage blockchain and new internet paradigms.

Stakeholder Impact

• Shareholders: Those who have not yet voted are urged to do so. The outcome of the merger vote will directly impact their investment.
• Employees: Potential impact on employees of both RYVYL and Roundtable depending on the merger's completion and integration plans.
• Customers: Potential impact on service offerings and integration for customers of both companies post-merger.

Next Steps

• Shareholders are urged to cast their votes prior to the reconvened Special Meeting.
• The Special Meeting of Shareholders will reconvene virtually on March 25, 2026, at 4pm EST to vote on the planned merger.

Key Dates

Recommendation

The adjournment of the merger vote introduces a slight uncertainty, but the high percentage of votes already cast in favor (99%) suggests a strong likelihood of eventual approval. Investors should hold to see the outcome of the reconvened meeting, as the merger's completion could be a positive catalyst, while the delay itself is not a fundamental negative for the underlying business.

Keywords

RYVYL, RTB Digital, Roundtable, Merger, Shareholder Meeting, Corporate Action, NASDAQ, Digital Payments, Web3 Media, Proxy Vote