DEFA14A: RYVYL Reschedules Annual Meeting Amid Web3 Merger

RYVYL Inc. announced the rescheduling of its 2025 Annual Meeting of Stockholders to December 15, 2025, to accommodate new shareholders following its definitive merger agreement with Web3 digital media SaaS company, RTB Digital, Inc. (Roundtable).

Summary

• RYVYL Inc. has rescheduled its 2025 Annual Meeting of Stockholders from October 30, 2025, to December 15, 2025.
• A new record date for stockholders entitled to notice and vote has been set for October 31, 2025.
• The rescheduling aims to allow new shareholders to participate, following the September 30, 2025, announcement of a definitive merger agreement with privately held RTB Digital, Inc. (Roundtable).
• Roundtable is a Web3 digital media SaaS technology company that recently invested $5 million in RYVYL and raised $33 million to contribute to the combined businesses.
• Roundtable operates a fully funded enterprise-SaaS platform, generating millions in Web3-based revenue and audience engagement through partnerships with major media brands like Yahoo, TheStreet, and nearly two hundred sports publishers, including a majority of Sports Illustrated's top revenue-producing partners.
• Since the merger announcement, RYVYL's shares have seen over 450 million shares of total trading activity, indicating significant shareholder interest.
• New proxy statement materials will be promptly filed with the SEC and mailed to stockholders as of the new record date.

Sentiment

Score: 8

Explanation: The filing details a strategic merger with a well-funded Web3 digital media company, Roundtable, which has strong partnerships and is generating revenue. While there is a meeting delay, it is for a positive strategic reason (to include new shareholders post-merger announcement). The significant trading activity in RYVYL shares also reflects positive market interest. The risks outlined are standard for a merger of this nature.

Positives

• The proposed merger with RTB Digital, Inc. (Roundtable) is a strategic move into the Web3 digital media SaaS sector, a high-growth area.
• Roundtable is a fully funded enterprise-SaaS platform business, having raised $33 million and invested $5 million directly into RYVYL.
• Roundtable is already generating millions in Web3-based revenue and audience engagement through significant partnerships with major media brands such as Yahoo, TheStreet, and top Sports Illustrated partners.
• Roundtable is positioned as the only large-scale, Web3-powered media platform purpose-built for professional publishers and content networks, suggesting a strong competitive advantage.
• Significant shareholder interest is evident, with over 450 million shares of RYVYL traded since the merger announcement.

Negatives

• The Annual Meeting of Stockholders has been delayed, which can sometimes be perceived as a disruption, although a strategic reason is provided.

Risks

• The businesses of RYVYL and Roundtable may not integrate successfully, potentially delaying or preventing the full realization of cost savings, synergies, and growth.
• Stockholders of RYVYL may not approve the issuance of new shares of common stock in the merger or may not approve the merger itself.
• Conditions to the closing of the merger may not be satisfied, either party may terminate the definitive agreement, or the closing might be delayed or may not occur at all.
• Potential adverse reactions or changes to business or employee relationships could result from the announcement or completion of the merger.
• Regulatory or other necessary approvals for the merger may not be received.
• The occurrence of any other event, change, or circumstance could give rise to the termination of the merger agreement or changes to the transactions.
• Changes in RYVYL's capital structure and governance post-merger could have adverse effects on the market value of its securities.
• The combined company may face challenges in retaining customers and key personnel, and maintaining relationships with suppliers and customers.
• The merger process could distract the respective managements of both parties from ongoing business operations or cause substantial costs.
• Plans for value creation, strategic advantages, market size and growth opportunities, regulatory conditions, competitive position, technological and market trends, future financial condition, and performance may not materialize as expected.
• The combined entity may be unable to reduce expenses or access necessary financing or liquidity.
• Any economic downturn could negatively impact the combined company's operations and financial results.
• Changes in governmental regulations or enforcement practices could adversely affect the business.

Future Outlook

The company anticipates the successful completion of its merger with RTB Digital, Inc. (Roundtable), aiming to integrate their businesses to realize synergies and growth. The combined entity expects to leverage Roundtable's Web3 digital media SaaS platform to expand its market presence and continue generating Web3-based revenue through existing and future partnerships. New proxy materials will be issued to facilitate the rescheduled Annual Meeting and provide further details on the combined company's strategies and operations.

Management Comments

• The Company intends to reschedule its 2025 Annual Meeting, with a new record date of October 31, 2025 and a new meeting date of December 15, 2025.
• The new record date allows a significant number of new shareholders to participate, following the September 30, 2025 announcement of the Company's signing of a definitive agreement to merge with privately held RTB Digital, Inc. (Roundtable).
• Since the announcement of the proposed merger, RYVYL's shares have experienced more than 450 million shares of total trading activity, reflecting the significant interest shareholders have in anticipation of the merger.

Industry Context

This announcement positions RYVYL to capitalize on the burgeoning Web3 and blockchain-powered digital media sector through its merger with Roundtable. The strategic focus on decentralized reporting, security, encrypted IP, and Web3-based content management aligns with broader industry trends towards more secure, transparent, and creator-centric digital ecosystems. Roundtable's established partnerships with major media players like Yahoo and TheStreet, along with its acquisition of key Sports Illustrated partners, indicate a strong entry into a competitive but rapidly evolving market, potentially disrupting traditional digital media models with its unique Web3 SaaS platform.

Comparison to Industry Standards

• Roundtable's claim of being the 'only large-scale, Web3-powered media platform purpose-built for professional publishers and content networks' suggests a unique and potentially leading position in a nascent but high-growth segment of the digital media industry.
• Partnerships with established media giants like Yahoo and TheStreet, along with the acquisition of a majority of Sports Illustrated's top revenue-producing partners, provide significant validation and market reach, comparable to successful traditional digital content syndication platforms but with a Web3 technological advantage.
• The $33 million capital raised by Roundtable and its $5 million investment in RYVYL are substantial figures for a private Web3 SaaS company, indicating strong investor confidence and a robust financial foundation relative to many startups in the blockchain space.

Corporate Governance

Stakeholder Impact

• Shareholders: The rescheduling of the Annual Meeting and the new record date ensure that new shareholders, particularly those who invested following the merger announcement, will have the opportunity to participate and vote. Existing shareholders will experience a delay in the meeting but are presented with a significant strategic development.
• Employees: While not explicitly detailed, the proposed merger and subsequent integration could impact employees of both RYVYL and Roundtable through potential organizational changes, synergies, or new opportunities.
• Customers: The merger aims to enhance service offerings, particularly in Web3 digital media, which could benefit customers of both companies through expanded platforms and capabilities.
• Creditors: The capital raised by Roundtable and its investment in RYVYL could strengthen the financial position of the combined entity, potentially impacting creditors positively.

Next Steps

• Promptly file new proxy statement materials with the U.S. Securities and Exchange Commission.
• Mail new proxy statement materials, including a new notice of the 2025 Annual Meeting, to all stockholders as of the new record date.
• Hold the rescheduled 2025 Annual Meeting of Stockholders on December 15, 2025.
• Proceed with the proposed merger with RTB Digital, Inc. (Roundtable).

Key Dates

Keywords

RYVYL, RVYL, Roundtable, RTB Digital, Merger, Web3, Digital Media, SaaS, Blockchain, Annual Meeting, Shareholder Meeting, SEC Filing, Nasdaq