RYVYL Inc. to Undergo Reverse Merger with RTB Digital, Leading to Substantial Shareholder Dilution and Strategic Shift

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RYVYL Inc., facing significant financial challenges and a 'going concern' doubt, has entered into a definitive agreement for a reverse merger with RTB Digital, Inc. This transaction is critical for RYVYL's continued operations and Nasdaq listing, but will result in substantial dilution for existing shareholders. Post-merger, RTB Digital's current equity holders will own approximately 84.85% of the combined company's fully-diluted common stock, with existing RYVYL shareholders retaining about 15.15%. This percentage will be further reduced by the conversion of approximately $36.96 million in RTB convertible notes. The combined entity will pivot to RTB's Web3 media platform, and RTB's management team will assume leadership roles, including CEO and CFO. A $6.5 million capital infusion from RTB via Series C Preferred Stock was essential for RYVYL to meet Nasdaq's minimum equity requirements. The merger represents a complete strategic overhaul and a lifeline for RYVYL, albeit at a significant cost to current shareholder ownership.

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• Reverse Merger Agreement

  RYVYL Inc. has entered into an agreement to merge with RTB Digital, Inc., with RTB surviving as a wholly-owned subsidiary of RYVYL. The combined company will be renamed 'RTB Digital, Inc.' and is expected to trade under the symbol 'RTB'.

• Significant Shareholder Dilution

  Existing RYVYL shareholders will own approximately 15.15% of the combined company's fully-diluted common stock, while RTB's current equity holders will own approximately 84.85%. This will be further diluted by the conversion of approximately $36.96 million in RTB convertible notes.

• Change in Control and Management

  RTB's management team will assume key leadership roles in the combined company, including CEO and CFO. The board of directors will also be reconstituted with a majority of RTB appointees, signaling a complete strategic shift.

• Critical Capital Infusion for Nasdaq Listing

  RTB made a $6.5 million capital investment in RYVYL through Series C Preferred Stock, which was crucial for RYVYL to meet Nasdaq's minimum stockholders' equity requirements and avoid potential delisting.

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RYVYL Inc., facing significant financial challenges and a 'going concern' doubt, has entered into a definitive agreement for a reverse merger with RTB Digital, Inc. This transaction is critical for RYVYL's continued operations and Nasdaq listing, but will result in substantial dilution for existing shareholders. Post-merger, RTB Digital's current equity holders will own approximately 84.85% of the combined company's fully-diluted common stock, with existing RYVYL shareholders retaining about 15.15%. This percentage will be further reduced by the conversion of approximately $36.96 million in RTB convertible notes. The combined entity will pivot to RTB's Web3 media platform, and RTB's management team will assume leadership roles, including CEO and CFO. A $6.5 million capital infusion from RTB via Series C Preferred Stock was essential for RYVYL to meet Nasdaq's minimum equity requirements. The merger represents a complete strategic overhaul and a lifeline for RYVYL, albeit at a significant cost to current shareholder ownership.