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Get filing alertsRYVYL completes merger with RTB Digital, issues 11.9M shares and changes name to RTB Digital
Filed May 13, 2026 · Period ending May 12, 2026 · ~1 min read
Key Changes
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RYVYL issued 11,893,886 shares to RTB shareholders, bringing total outstanding shares to 13,174,895—representing approximately 90% dilution to existing RYVYL shareholders as the acquired company's stakeholders now control the majority of the combined entity.
Item 2.01: Merger completion view on EDGAR → -
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Merger closed May 12, 2026 with RTB Digital becoming a wholly owned subsidiary. RYVYL changed its corporate name to RTB Digital, Inc. and will trade on Nasdaq under ticker RTB starting May 13, 2026, replacing the previous RYVYL symbol.
Item 2.01: Name change and ticker view on EDGAR → -
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Audited financials of pre-merger RTB Digital and pro forma combined financials will be filed within 71 days. Investors currently lack complete financial information about the acquired business and the combined entity's expected performance.
Item 9.01: Financial statements verify on EDGAR → -
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Parties closed the merger despite unfulfilled conditions, agreeing to complete certain standard closing actions like director resignations and appointments over the following days rather than at closing, suggesting urgency to complete the transaction.
Item 2.01: Conditional waiver view on EDGAR →
Summary
RYVYL Inc. completed its transformational merger with RTB Digital on May 12, 2026, fundamentally changing the company's ownership structure and business focus. The transaction resulted in massive dilution: RYVYL issued nearly 12 million shares to RTB stakeholders, who now control approximately 90% of the combined company.
The acquirer adopted the target's name—RTB Digital, Inc.—and will trade under ticker RTB starting May 13, signaling that this is effectively a reverse merger where RTB's business and identity dominate the combined entity. Retail investors should understand this is not a typical acquisition.
The extreme dilution means existing RYVYL shareholders have been substantially diluted, while RTB's previous owners now control the company. The parties rushed to close despite unfulfilled conditions, with some standard closing procedures deferred. Critically, investors won't see audited financials of the acquired business or pro forma combined results for up to 71 days, making it impossible to fully evaluate the transaction's financial impact. Watch for the amended 8-K filing within 71 days containing RTB's historical financials and pro forma statements. These documents will reveal the acquired company's actual financial performance and help investors assess whether the massive dilution was justified by RTB's business quality and growth prospects.
Section-by-Section Diff
Event · Item 1.01 — Entry into a Material Definitive Agreement
Item 1.01 — Entry into a Material Definitive Agreement filed; see Key Changes for terms.
Added in current filing · verify on EDGAR →
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.”
RYVYL Inc. completed its merger with RTB Digital, Inc. on May 12, 2026, with RTB becoming a wholly owned subsidiary. As part of the transaction, RYVYL changed its corporate name to RTB Digital, Inc. to reflect the acquired company's business as a full-stack enterprise media platform combining AI-powered operations, Web3 publishing infrastructure, and DeFi payment systems.
Added in current filing · verify on EDGAR →
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.
The company issued 11,893,886 shares of common stock to RTB shareholders in exchange for their equity and debt securities, bringing total outstanding shares to 13,174,895 immediately post-merger. This represents significant dilution to existing RYVYL shareholders. The company also assumed various equity awards and warrants previously issued by RTB, and will issue an additional 109,410 shares to investment banker Maxim Partners LLC.
Added in current filing · verify on EDGAR →
On May 13, 2026, the common stock of the post-merger company will commence trading on the Nasdaq Capital Market under the symbol RTB.
Starting May 13, 2026, the company's common stock will trade on Nasdaq under the new ticker symbol RTB, replacing the previous RYVYL symbol. The CUSIP number remains unchanged, and existing share certificates do not need to be exchanged.
Added in current filing · verify on EDGAR →
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
The parties agreed to close the merger despite some conditions remaining unfulfilled, with certain standard closing actions like director resignations and appointments to be completed over the following days rather than at closing. This suggests the parties prioritized completing the transaction quickly over strict adherence to the merger agreement timeline.
Event · Item 9.01 — Financial Statements and Exhibits
RTB Digital completed a merger on May 12, 2026, changing its name and filing a certificate of merger; financial statements to follow within 71 days.
Added in current filing · verify on EDGAR →
Certificate of Merger between RYVYL Merger Sub Inc. and RTB Digital, Inc., effective May 12, 2026
The company completed a merger with RYVYL Merger Sub Inc. effective May 12, 2026, and changed its name to RTB Digital, Inc. The certificate of merger will be filed by amendment, indicating the transaction has closed but full documentation is pending.
Added in current filing · verify on EDGAR →
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.
The company is using the 71-day extension permitted under SEC rules to file audited and unaudited financial statements of the acquired business (RTB Digital prior to the merger). This is standard practice for merger transactions but means investors must wait for complete financial information about the pre-merger entity.
Added in current filing · verify on EDGAR →
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.
Pro forma financial information showing the combined entity's results as if the merger had occurred earlier will be filed within 71 days. This information is critical for investors to understand the financial impact of combining the two companies.
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Figures/quotes linked to EDGAR · Narrative written by AI · Jun 8, 2026 · How we verify