Form 8-K

8-K — RYVYL Inc.

Accession: 0001185185-26-001820

Filed: 2026-05-13

Period: 2026-05-12

CIK: 0001419275

SIC: 8742 (SERVICES-MANAGEMENT CONSULTING SERVICES)

Item: Entry into a Material Definitive Agreement

Item: Financial Statements and Exhibits

Documents

8-K — rvyl8k051126.htm (Primary)

EX-3.1 — EXHIBIT 3.1 (rvylex3-1.htm)

EX-99.1 — EXHIBIT 99.1 (rvylex99-1.htm)

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0001419275

RYVYL Inc.

0001419275

2026-05-12

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UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

Washington,

D.C. 20549

FORM

8-K

Current

Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date

of Report (Date of earliest event reported): May 12, 2026

RTB Digital, Inc.

(Exact

name of registrant as specified in its charter)

Nevada

001-34294

22-3962936

(State

or other jurisdiction

of incorporation)

(Commission

File Number

(I.R.S.

Employer

Identification No.)

3111 Camino Del Rio North, Suite 400

San Diego, CA 92108

(Address of principal executive offices

and zip code)

Registrant’s

telephone number, including area code: (855) 201-1613

Check the appropriate box below if

the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐

Written

communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting

material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement

communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement

communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to

Section 12(b) of the Exchange Act:

Title

of each class

Trading

Symbol(s)

Name

of each exchange on which registered

Common Stock, par value $0.001 per share

RVYL

The

Nasdaq Stock

Market LLC

(Nasdaq Capital Market)

Indicate

by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405

of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging

growth company ☐

an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying

with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01 Entry into a Material Definitive Agreement.

On September 28, 2025, RYVYL

Inc. (“Ryvyl”), RYVYL Merger Sub Inc. (“Merger Sub”), a wholly owned subsidiary of Ryvyl, and RTB Digital, Inc.

(“RTB”) entered into an Agreement and Plan of Merger, (the “Merger Agreement”), as subsequently amended. Pursuant

to the Merger Agreement, on May 12, 2026, Merger Sub merged with and into RTB, with RTB surviving the merger as a wholly owned subsidiary

of Ryvyl. Pursuant to the terms of the Merger Agreement, Ryvyl changed its name from “Ryvyl Inc.” to “RTB Digital, Inc.”

to reflect the ongoing business of RTB as the world’s only full-stack enterprise media platform, combining AI-powered operations

for IP management and security, full-stack Web3 publishing infrastructure, and a “real-time” DeFi payment, reporting, and

settlement platform for media sales, distribution and operations managed across the RTB platform.

The merger parties agreed

to consummate the merger notwithstanding any unfulfilled conditions thereto, and agreed that certain actions, such as the resignation

and appointment of directors and other actions set forth in the Merger Agreement and that would ordinarily take place at the consummation

of the merger would be taken in due course over the following couple of days

As a result of the merger

being consummated, Ryvyl will issue 11,893,886 shares of common stock in exchange for the issued and outstanding shares of common stock,

preferred stock and assumed notes and interest due thereon, resulting in an aggregate of 13,174,895 shares of common stock being issued

and outstanding immediately after the merger. Ryvyl will also assume various other equity awards and warrants previously issued by RTB

and outstanding as of the date of the merger, as agreed upon in the Merger Agreement. Ryvyl will also issue 109,410 shares due under its investment banking

agreement with Maxim Partners LLC.

On May 13, 2026, the common

stock of the post-merger company will commence trading on the Nasdaq Capital Market under the symbol RTB. The CUSIP number for the common

stock remains the same as that assigned prior to the merger. Current outstanding share certificates and share account statements of Ryvyl

are not required to be exchanged for new certificates to reflect the name change. Certificates of outstanding shares of Ryvyl, currently

in the name of Ryvyl Inc., may be sent to the transfer agent, VStock Transfer, LLC, 18 Lafayette Place, Woodmere, NY 11598; telephone

(212) 828-8436, to be reissued in the name of RTB Digital, Inc. Book entry account statements will reflect the change of name automatically.

Item 9.01 Financial Statements and Exhibits.

(a) Financial Statements of Business Acquired

The audited

financial statements of RTB Digital, Inc., prior to the Merger, as of December 31, 2025 and 2024 and for the years ended December 31,

2025 and December 31, 2024, and the unaudited financial statements of RTB Digital Inc., prior to the Merger, as of March 31, 2026 and

December 31, 2025, and for the three month periods ended March 31, 2026 and 2025, and the related notes will be filed by an amendment to

this report on Form 8-K, within seventy-one (71) days of its filing.

(b) Pro Forma Financial Information

The unaudited

pro forma condensed combined financial information as of and for the fiscal year for the year ended December 31, 2025, and for the three-month

period ended March 31, 2026, as required by Item 9.01(a), will be filed by an amendment to this report on Form 8-K, within seventy-one

(71) days of its filing.

(d) Exhibits

Exhibit No.

Name of Exhibit

3.1*

Certificate of Amendment – Change of name to RTB Digital, Inc.

3.2**

Certificate of Merger between RYVYL Merger Sub Inc. and RTB Digital, Inc., effective May 12, 2026

99.1*

Press Release, dated May 12, 2026

104*

Cover Page Interactive Data File (embedded within the inline XBRL document).

* Filed or furnished herewith

To be filed by amendment

SIGNATURES

Pursuant to

the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf

by the undersigned hereunto duly authorized.

RTB

Digital, Inc.

By:

/s/ George Oliva

Name:

George Oliva

Title:

Chief Financial Officer

Dated: May 13,

2026

EX-3.1 — EXHIBIT 3.1

EX-3.1

Filename: rvylex3-1.htm · Sequence: 2

Exhibit 3.1

EX-99.1 — EXHIBIT 99.1

EX-99.1

Filename: rvylex99-1.htm · Sequence: 3

Exhibit 99.1

RTB Digital and Ryvyl Inc. Merger Consummates,

Name Change and Ticker Changed to RTB

Seattle, May 12, 2026 (GLOBE NEWSWIRE) – Ryvyl Inc. (“Ryvyl”

or the “Company”) (Nasdaq: RVYL) 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.”

Cautionary Note Regarding Forward-Looking Statements

This press release includes information that constitutes forward-looking

statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act

of 1934, as amended. These forward-looking statements are based on the Company's current beliefs, assumptions and expectations regarding

future events, which in turn are based on information currently available to the Company. Such forward-looking statements include statements

that are characterized by future or conditional words such as "may," "will," "expect," "intend,"

"anticipate," "believe," "estimate" and "continue" or similar words. You should read statements

that contain these words carefully because they discuss future expectations and plans, which contain projections of future results of

operations or financial condition or state other forward-looking information. Such forward-looking statements include statements regarding

the timing and effects of the merger transaction between the Company and RTB Digital, Inc. By their nature, forward-looking statements

address matters that are subject to risks and uncertainties. A variety of factors could cause actual events and results to differ materially

from those expressed in or contemplated by the forward-looking statements, including that 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. Other risk factors affecting the Company are discussed in detail in the Company's filings with the U.S. Securities and Exchange

Commission. The Company undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new

information, future events or otherwise, except to the extent required by applicable laws.

Investor Relations Contact:

Richard Land, Alliance Advisors Investor Relations

973-873-7686, rtbir@allianceadvisors.com

Public Relations Contact:

Mehab Qureshi, RTB Digital, Inc.

+91 90289 77198, press@roundtable.io

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May 12, 2026

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