8-K: RYVYL Inc. Completes Merger, Renames to RTB Digital, Inc.

RYVYL Inc. has completed its merger with RTB Digital, Inc., rebranding to RTB Digital, Inc. and changing its Nasdaq ticker symbol to RTB.

Summary

• RYVYL Inc. has officially consummated its merger with RTB Digital, Inc. as of May 12, 2026.
• The company has changed its corporate name to RTB Digital, Inc. and will operate under the name Roundtable.
• Effective May 13, 2026, the company's common stock will trade on the Nasdaq Capital Market under the new ticker symbol RTB, replacing the previous symbol RVYL.
• The merger involved RYVYL Merger Sub Inc. merging with and into RTB Digital, Inc., with RTB Digital, Inc. surviving as a wholly owned subsidiary.
• RYVYL Inc. will issue 11,893,886 shares of common stock in exchange for RTB's outstanding shares, preferred stock, and assumed notes, resulting in 13,174,895 shares outstanding post-merger.
• The company will also assume other equity awards and warrants previously issued by RTB.
• RYVYL will issue 109,410 shares under its investment banking agreement with Maxim Partners LLC.
• Audited and unaudited financial statements for RTB Digital, Inc. and pro forma combined financial information will be filed via amendment within 71 days.

Sentiment

Score: 6

Explanation: StockSavvy.ai views this as a neutral to slightly positive development, as the merger and rebranding are completed, but significant risks remain regarding Nasdaq compliance and the delayed filing of financial statements.

Positives

• Completion of a significant merger transaction.
• Rebranding to RTB Digital, Inc. to reflect the ongoing business of RTB as a full-stack enterprise media platform.
• New ticker symbol (RTB) on Nasdaq Capital Market, potentially increasing visibility.
• Integration of AI-powered operations for IP management and security, Web3 publishing infrastructure, and a real-time DeFi payment platform.

Negatives

• The merger does not guarantee the company will regain compliance with Nasdaq's listing requirements or remain in compliance.
• Financial statements and pro forma information are delayed and will be filed by amendment.

Risks

• The merger 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.
• Forward-looking statements are subject to risks and uncertainties, and actual events and results could differ materially.

Future Outlook

The company has completed its merger and name change, with its stock set to trade under a new ticker. The success of the combined entity will depend on its ability to integrate operations and meet Nasdaq listing requirements.

Management Comments

• RYVYL Inc. today announced that as of May 12, 2026, it has officially consummated its planned merger and changed its corporate name to RTB Digital, Inc. (RTB), and is doing business as Roundtable.
• It is expected that effective May 13, 2026, the Company's common stock will begin trading on the Nasdaq Capital Market under the new ticker symbol RTB, replacing the previous ticker RVYL.

Industry Context

StockSavvy.ai notes that the rebranding to RTB Digital, Inc. and the focus on a 'full-stack enterprise media platform' combining AI, Web3, and DeFi signals a strategic pivot towards emerging digital technologies, aligning with broader industry trends in media monetization and decentralized infrastructure.

Stakeholder Impact

• Shareholders: Will see their shares now represent ownership in RTB Digital, Inc. with a new ticker symbol, and the total number of outstanding shares has increased.
• Creditors: The assumption of notes by Ryvyl may impact its debt obligations.
• Employees: The merger signifies a change in corporate structure and potentially operational focus.

Next Steps

• Common stock to commence trading on Nasdaq Capital Market under the new symbol RTB effective May 13, 2026.
• Certain actions, such as director resignations and appointments, to be taken in due course over the following couple of days.
• Filing of audited financial statements of RTB Digital, Inc. and pro forma combined financial information via amendment within 71 days.

Key Dates

Recommendation

The completion of the merger and rebranding to RTB Digital, Inc. is a significant event. However, the uncertainty surrounding Nasdaq compliance and the delay in filing crucial financial statements warrant a 'hold' recommendation until further clarity is provided.

Keywords

RTB Digital, Inc., RYVYL Inc., Merger, Name Change, Ticker Change, Nasdaq, Web3, DeFi