Welcome to our dedicated page for Ryvyl SEC filings (Ticker: RVYL), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
RYVYL Inc. filings document its public-company reporting, Nasdaq-listed common stock, material-event disclosures, shareholder voting matters, capital structure, governance, and operating and financial results. Recent 8-K reports include disclosure about an SEC settlement process and Nasdaq listing compliance matters, while the Form 12b-25 filing records annual-report timing under Rule 12b-25.
RTB Digital, Inc. director Steven C. Fletcher reported administrative equity changes related to a prior business combination. A restricted stock award originally granted on October 10, 2025 by RTB Digital was assumed by the combined company and converted into 690 shares of common stock, which continue to vest on the original schedule. A related stock option for 72,941 shares with a strike price of $1.89 per share, expiring on August 12, 2035, was also assumed on substantially the same terms. These Form 4 entries use code J, reflecting an internal restructuring of existing awards rather than open-market buying or selling.
RTB Digital, Inc. director Steven C. Fletcher reported administrative equity changes related to a prior business combination. A restricted stock award originally granted on October 10, 2025 by RTB Digital was assumed by the combined company and converted into 690 shares of common stock, which continue to vest on the original schedule. A related stock option for 72,941 shares with a strike price of $1.89 per share, expiring on August 12, 2035, was also assumed on substantially the same terms. These Form 4 entries use code J, reflecting an internal restructuring of existing awards rather than open-market buying or selling.
RTB Digital, Inc., formerly Ryvyl Inc., completed its merger with privately held RTB Digital, making RTB a wholly owned subsidiary and shifting the business focus to a Web3 media platform serving major media brands and sports channels. At closing, the company issued 4,384,504 shares of common stock to former RTB shareholders, and immediately after the merger there were about 5,774,711 shares outstanding. The company reserved additional shares for assumed RTB securities, including options, warrants and convertible debt that may be exercised or converted in the future. Certain pre‑merger RTB security holders agreed to a 12‑month lock‑up with a further nine‑month dribble‑out. The company also changed its name to RTB Digital, Inc., its Nasdaq ticker to RTB, and reconstituted its board and executive team, appointing James Heckman as CEO and Aly Madhavji as CFO.
RTB Digital, Inc., formerly Ryvyl Inc., completed its merger with privately held RTB Digital, making RTB a wholly owned subsidiary and shifting the business focus to a Web3 media platform serving major media brands and sports channels. At closing, the company issued 4,384,504 shares of common stock to former RTB shareholders, and immediately after the merger there were about 5,774,711 shares outstanding. The company reserved additional shares for assumed RTB securities, including options, warrants and convertible debt that may be exercised or converted in the future. Certain pre‑merger RTB security holders agreed to a 12‑month lock‑up with a further nine‑month dribble‑out. The company also changed its name to RTB Digital, Inc., its Nasdaq ticker to RTB, and reconstituted its board and executive team, appointing James Heckman as CEO and Aly Madhavji as CFO.
RTB Digital, Inc., formerly associated with RYVYL, filed an amended current report to add a missing corporate document. The amendment’s purpose is to include Exhibit 3.2, the Certificate of Merger between RYVYL Merger Sub Inc. and RTB Digital, Inc., which became effective on May 12, 2026. The filing also references a prior Certificate of Amendment changing the company’s name to RTB Digital, Inc. and a previously issued press release dated May 12, 2026. This amendment is primarily administrative, ensuring the company’s merger and name-change records are complete and properly filed.
RTB Digital, Inc., formerly Ryvyl Inc., has completed its merger with RTB Digital, Inc. via a subsidiary, making RTB a wholly owned subsidiary and rebranding the parent as RTB Digital, Inc. doing business as Roundtable. As part of the merger, the company will issue 11,893,886 shares of common stock in exchange for RTB’s outstanding equity and notes, resulting in 13,174,895 common shares outstanding immediately after the transaction. The company will also issue 109,410 shares under its investment banking agreement with Maxim Partners LLC. The common stock is expected to begin trading on the Nasdaq Capital Market under the new ticker symbol RTB on May 13, 2026, while the existing CUSIP remains unchanged and current share certificates remain valid. Audited and unaudited historical financial statements of RTB and unaudited pro forma combined financial information will be provided in an amended report within seventy-one days.
RYVYL Inc. has received a Nasdaq notice that its common stock no longer meets the Nasdaq Capital Market’s minimum stockholders’ equity requirement of $2.5 million, creating a risk of delisting. The company has appealed to the Nasdaq Hearings Panel, which keeps its shares trading while a decision is pending.
RYVYL’s stockholders have approved a merger with RTB Digital, Inc., and the company expects the combined entity to have more than $20 million in stockholders’ equity, which would satisfy Nasdaq’s continued listing standards. Management believes the merger will close before the appeal hearing and views completion of the merger as its plan to regain full compliance.
RYVYL Inc. filed a current report to describe the status of its previously disclosed settlement with the SEC. The company states that the SEC has approved the terms of the 2025 settlement, which includes no monetary penalty and no admission of wrongdoing, and resolves all potential legal claims by the SEC against the company.
The filing clarifies that the SEC’s complaint and related materials filed in federal court are intended to memorialize an already resolved matter, not to introduce new or unresolved claims. The final step is for the U.S. District Court in the Southern District of California to endorse the agreed Final Judgment, which the company expects to occur shortly. The attached consent and Final Judgment permanently restrain and enjoin RYVYL from violating specified antifraud and reporting provisions of the federal securities laws.
RYVYL Inc. reported a change in a major shareholder’s position. S8 Global Fintech & Regtech Fund filed Amendment No. 2 to its Schedule 13D stating that on April 9, 2026 it sold 102,995 shares of RYVYL common stock in a private transaction, representing all shares it then owned. As a result, the fund now reports beneficial ownership of 0 shares, or 0.0% of RYVYL’s common stock, and indicates it has no current plans or proposals regarding corporate actions described in Item 4(a)-(j).
Ryvyl Inc. is a Nevada-based financial technology company focused on credit card payment processing for underserved and higher-risk merchants and an early-stage NEMS Core disbursements platform. It operates via BIN sponsorship arrangements and partners with acquiring banks and processors while handling underwriting, risk management and customer support in-house.
For the year ended December 31, 2025, Ryvyl reported a net loss of $17.5 million and an accumulated deficit of $196.9 million, leading management and auditors to express substantial doubt about its ability to continue as a going concern absent additional capital or a successful merger. The company sold its European subsidiary in June 2025, removing a prior source of profit repatriation, and its current cash balance is described as insufficient to fund operations for 12 months from this report’s date.
Ryvyl has agreed to merge with RTB Digital, Inc. (Roundtable). After the merger, RTB securityholders are expected to own rights to approximately 15,215,399 shares of Ryvyl common stock, or about 84.85% of fully diluted common equity, before conversion of about $36.96 million of RTB convertible notes. Existing Ryvyl equity holders would be reduced to roughly 15.15%. The transaction also cancels Ryvyl’s Series C preferred issued to RTB but adds substantial dilution through assumed options, warrants and convertible notes. Ryvyl has effected a 1‑for‑35 reverse stock split effective January 2, 2026 and increased authorized common shares from 100 million to 500 million, and warns of past and potential future Nasdaq listing deficiencies and penny‑stock risks if delisted.
RYVYL Inc. director Steven C. Fletcher has filed an initial Form 3, the statement of beneficial ownership required for company insiders. The filing identifies him as a director of RYVYL Inc. and, in this excerpt, does not show any reported transactions or derivative positions.