Announcement • May 13

RTB Digital, Inc. completed the acquisition of Ryvyl Inc. (NasdaqCM:RVYL) in a reverse merger transaction.

RTB Digital, Inc. signed a non-binding letter of intent to acquire Ryvyl Inc. (NasdaqCM:RVYL) in a reverse merger transaction on August 7, 2025. RTB Digital, Inc. signed a definitive agreement to acquire Ryvyl Inc. in a reverse merger transaction on September 28, 2025. Based on an agreed $41.25 million pre-money enterprise value of the combined companies, upon closing and subject to additional financing transactions, initial ownership participation is expected to be: 15.15% RYVYL stockholders and 84.85% RTB stockholders. Additional $33 Million already completed and in the treasury, will equally dilute all shareholders, post-merger. Serial media platform pioneer and Roundtable founder James Heckman will be the CEO of the combined company at close of the transaction, while RYVYL's board has named current CFO George Oliva as interim CEO and Chairman during the transition period. RYVYL's current CEO announced his retirement and will assist in the transition during a 6-month consulting period. The company will change its name to RTB Digital, Inc, doing business as Roundtable. The combined company is expected to be listed on Nasdaq under the ticker symbol RTB. Closing is subject to customary conditions including approval by the stockholders and board of RYVYL and RTB, the approval for listing on Nasdaq of the Company Common Stock to be issued as the Merger Consideration and Lock-Up Agreement. The transaction is anticipated to close by year end 2025. The Board unanimously approved the merger. As of November 20, 2025, the transaction is still subject to approval by regulatory board / committee and registration statement effectiveness (S-4 / F-4) is still pending. As of January 7, 2026, RYVYL anticipates completing its merger with Roundtable in the third quarter of 2026, subject to customary closing conditions and regulatory approval. On March 18, 2026, RYVYL announced that the Special Meeting of Shareholders to vote on the Company’s planned merger with RTB Digital, Inc., which was convened on March 18, 2026, has been adjourned, to reconvene virtually on March 25, 2026. As of March 26, 2026 RVYL Shareholder Meeting Continued to April 1, 2026. On April 1, 2026, the transaction has been approved by RYVYL's shareholders. The approval removes the final corporate hurdle to complete the merger, and, subject to Nasdaq approval of Roundtable’s initial listing application, which has been filed. The transaction is anticipated to consummate imminently. On April 23, 2026, RYVYL received written notice regarding non-compliance of the minimum stockholders’ equity requirement of $2.5 Million for continued listing on Nasdaq Capital Market under Rule 5550(b)(1). The Notice provides that unless the RYVYL requests an appeal of the determination to the Nasdaq Hearings Panel by April 30, 2026, the Common Stock will be delisted from the Nasdaq Capital Market at the opening of business on May 4, 2026. RYVYL has filed its request for an appeal hearing as of April 29, 2026. Maxim Group LLC and Newbridge Securities Corporation acted as financial advisors for Ryvyl Inc. Barry I. Grossman, Esq. and Lloyd N. Steele, Esq. of Ellenoff Grossman & Schole LLP acted as legal advisor for Ryvyl Inc. Josh Lawler of Zuber Lawler & Del Duca LLP acted as legal advisor for Roundtable Media, Inc. Vstock Transfer, LLC acted as transfer agent/registrar for Ryvyl Inc. Laurel Hill Advisory Group, LLC acted as information agent for Ryvyl Inc. with a fee of $7,200. Simon & Edward, LLP acted as accountant for Ryvyl Inc. Newbridge Securities Corporation and Maxim Group LLC provided fairness opinion to Ryvyl at a fixed cost of $80,000 payable in installments. RTB Digital, Inc. completed the acquisition of Ryvyl Inc. (NasdaqCM:RVYL) in a reverse merger transaction on May 12, 2026. It is expected that effective May 13, 2026, Ryvyl’s common stock will begin trading on the Nasdaq Capital Market under the new ticker symbol “RTB”, replacing the previous ticker “RVYL.”

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