{"url_path":"/sec/rvyl/8-k/2026-05-13/item-1-01","section_key":"item-1-01","section_title":"Item 1.01 Entry into a Material Definitive Agreement.","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-05-13","source_url":"https://www.sec.gov/Archives/edgar/data/1419275/0001185185-26-001820-index.html","accession_number":"0001185185-26-001820","cik":"0001419275","ticker":"RTB","issuer_name":"RTB Digital, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1419275/0001185185-26-001820-index.html","primary_entity_key":"0001419275","primary_entity_name":"RYVYL Inc."},"word_count":416,"has_tables":true,"body_markdown":"Item 1.01 Entry into a Material Definitive Agreement.\n\n \n\nOn September 28, 2025, RYVYL\nInc. (“Ryvyl”), RYVYL Merger Sub Inc. (“Merger Sub”), a wholly owned subsidiary of Ryvyl, and RTB Digital, Inc.\n(“RTB”) entered into an Agreement and Plan of Merger, (the “Merger Agreement”), as subsequently amended. Pursuant\nto the Merger Agreement, on May 12, 2026, Merger Sub merged with and into RTB, with RTB surviving the merger as a wholly owned subsidiary\nof Ryvyl. Pursuant to the terms of the Merger Agreement, Ryvyl changed its name from “Ryvyl Inc.” to “RTB Digital, Inc.”\nto reflect the ongoing business of RTB as the world’s only full-stack enterprise media platform, combining AI-powered operations\nfor IP management and security, full-stack Web3 publishing infrastructure, and a “real-time” DeFi payment, reporting, and\nsettlement platform for media sales, distribution and operations managed across the RTB platform.\n\n \n\nThe merger parties agreed\nto consummate the merger notwithstanding any unfulfilled conditions thereto, and agreed that certain actions, such as the resignation\nand appointment of directors and other actions set forth in the Merger Agreement and that would ordinarily take place at the consummation\nof the merger would be taken in due course over the following couple of days\n\n \n\nAs a result of the merger\nbeing consummated, Ryvyl will issue 11,893,886 shares of common stock in exchange for the issued and outstanding shares of common stock,\npreferred stock and assumed notes and interest due thereon, resulting in an aggregate of 13,174,895 shares of common stock being issued\nand outstanding immediately after the merger. Ryvyl will also assume various other equity awards and warrants previously issued by RTB\nand 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\nagreement with Maxim Partners LLC.\n\n \n\nOn May 13, 2026, the common\nstock of the post-merger company will commence trading on the Nasdaq Capital Market under the symbol RTB. The CUSIP number for the common\nstock remains the same as that assigned prior to the merger. Current outstanding share certificates and share account statements of Ryvyl\nare not required to be exchanged for new certificates to reflect the name change. Certificates of outstanding shares of Ryvyl, currently\nin the name of Ryvyl Inc., may be sent to the transfer agent, VStock Transfer, LLC, 18 Lafayette Place, Woodmere, NY 11598; telephone\n(212) 828-8436, to be reissued in the name of RTB Digital, Inc. Book entry account statements will reflect the change of name automatically."}