$RVYL·8-K

RYVYL Inc. · Mar 19, 6:01 AM ET

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RYVYL Inc. 8-K

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RYVYL Inc. Adjourns Shareholder Vote on Merger with RTB Digital

What Happened
RYVYL Inc. announced that the Special Meeting of Shareholders to vote on its planned merger with RTB Digital, Inc. (Roundtable), which convened on March 18, 2026, was adjourned and is scheduled to reconvene virtually on March 25, 2026 at 4:00 PM ET (http://www.virtualshareholdermeeting.com/RVYL2026SM). The record date remains February 6, 2026. As of the adjournment, about 99% of the votes cast were in favor, representing 43% of the shares entitled to vote, meaning roughly an additional 7% of entitled votes in favor are needed to confirm the merger. RYVYL is in recess while it collects additional votes; shareholders who have not yet voted are urged to do so now. For voting help, the company directed shareholders to Kingsdale Advisors at 888-518-6812 or contactus@kingsdaleadvisors.com.

Key Details

  • Special Meeting convened March 18, 2026; reconvened virtually on March 25, 2026 at 4:00 PM ET.
  • Record date for voting: February 6, 2026 (unchanged).
  • Votes cast so far: ~99% in favor; votes submitted represent 43% of shares entitled to vote.
  • Additional favorable votes needed to confirm merger: ~7%.

Why It Matters
This vote directly determines whether RYVYL will complete its planned merger with RTB Digital—a corporate action that could materially change the company's strategy and ownership. The filing shows the merger currently has overwhelming support among votes cast but has not yet reached the required level of total shares voting in favor. Retail investors who are entitled to vote should ensure their proxies are submitted in time for the reconvened meeting if they want their vote counted. The company attached a press release (Exhibit 99.1) and included customary forward‑looking statement disclaimers.

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