Group 1 - Roundtable CEO James Heckman announced that merger partner RYVYL Inc. received formal notice from NASDAQ confirming compliance with Listing Rule 5550(a)(2) [1] - Following a recent reverse split, RYVYL's share price exceeded the necessary threshold to resolve compliance issues, aided by Roundtable's investment meeting shareholder equity requirements [1] - The companies filed a Form S-4 registration statement with the SEC, initiating the review process that requires shareholder approval, expected to conclude in late Q1 [2] Group 2 - The regulatory milestones achieved facilitate the completion of the merger and NASDAQ listing, aimed at transitioning major media brands to Roundtable's Web3-native media operating system [3] - Roundtable operates as a Web3 digital media SaaS platform, offering decentralized publishing, commerce, data syndication, network distribution, ad sales, and community platforms for major media and professional journalist brands [4] - RYVYL stated that the NASDAQ compliance determination did not alter its capital structure or shareholder equity, with all material conditions for the merger met except for SEC approval of the Form S-4 [5]

Group 1 - RYVYL Inc. has regained compliance with Nasdaq's minimum bid price requirement, confirming a closing bid price of $1.00 or greater for ten consecutive business days from January 2, 2026, to January 15, 2026 [1][2] - The company has filed a Form S-4 registration statement with the U.S. Securities and Exchange Commission as part of the regulatory process for its anticipated merger with RTB Digital, Inc. [3] - All material conditions for the merger have been satisfied, pending SEC approval of the Form S-4 and customary closing conditions [4] Group 2 - RYVYL operates a digital payment processing business that enables global transactions and provides payment solutions for underserved markets [5] - Roundtable, the company merging with RYVYL, is a Web 3 digital media SaaS platform that offers decentralized publishing, commerce, and various services for media and journalism [6]

Core Viewpoint - RYVYL Inc. has filed a proxy and registration statement on Form S-4 with the SEC for the proposed acquisition of RTB Digital, Inc., focusing on Roundtable's ad revenue-generating Web3 media platform [1][2]. Group 1: Acquisition Details - The transaction aims to shift RYVYL's operations towards Roundtable's transformative media platform [1]. - The expected closing date for the transaction is in the third quarter of 2026 [2]. Group 2: Regulatory Information - The registration statement has not yet become effective, and the final proxy statement/prospectus will be mailed to stockholders once it is declared effective by the SEC [2][4]. - Investors are encouraged to read the joint proxy statement/prospectus and other related documents carefully for important information about the proposed transaction [4]. Group 3: Company Profiles - RYVYL Inc. operates a digital payment processing business, providing solutions for underserved markets with enhanced security and rapid settlement [8]. - Roundtable (RTB Digital, Inc.) is a Web3 digital media SaaS platform that offers distribution, community, publishing, and monetization services for media brands and journalists [9].

Core Insights - RYVYL Inc. is advancing its merger with Roundtable, which has formed a strategic partnership with The Hockey News and expanded its journalist network to over 150 former Sports Illustrated professionals [1][2][3] Group 1: Strategic Partnerships - Roundtable has signed a 10-year strategic partnership with The Hockey News, involving a $15 million title sponsorship commitment [2] - Graeme Roustan, CEO of The Hockey News, will join Roundtable's board of directors, maintaining his position post-merger with RYVYL [2] Group 2: Journalist Network Expansion - Following the initial announcement in September 2025, Roundtable has onboarded an additional 50 former Sports Illustrated journalists, increasing the total to over 150 [3] - Notable additions include Mike Fisher, a Dallas Cowboys NFL insider, who previously generated over $4 million in annualized revenue for Sports Illustrated [3] Group 3: Management Commentary - The CEO of Roundtable emphasized the importance of owning audience relationships and controlling distribution, highlighting the value of their Web3-native solution for independent sports content creators [4] Group 4: Planned Transaction - RYVYL expects to complete its merger with Roundtable in the third quarter of 2026, pending regulatory approval [5]

Core Viewpoint - RYVYL Inc. has announced a 1-for-35 reverse stock split to increase the market price per share of its common stock, ensuring compliance with Nasdaq listing requirements and making investments more attractive to investors [2][3]. Group 1: Reverse Stock Split Details - The reverse stock split will be legally effective on January 1, 2026, with trading on a split-adjusted basis starting January 2, 2026, under the existing symbol "RVYL" [3]. - Every 35 shares of common stock will be automatically reclassified into one new share, while the par value per share remains unchanged at $0.001 [3]. - No fractional shares will be issued; any resulting fractional shares will be rounded up to the nearest whole share [4]. Group 2: Shareholder Impact - Stockholders with shares in brokerage accounts will have their positions automatically adjusted without needing to take any action [5]. - Registered stockholders holding pre-split shares electronically will also not need to take any action to receive post-split shares [5]. Group 3: Company Overview - RYVYL Inc. operates in the digital payment processing sector, providing solutions for underserved markets and enabling global transactions [6]. - The company has developed a suite of financial products with enhanced security, data privacy, and rapid settlement capabilities [6].

Core Viewpoint - RYVYL Inc. has taken significant steps to maintain compliance with Nasdaq listing requirements, including a proposed reverse stock split and an increase in authorized shares, following stockholder approval at the 2025 Annual Meeting [2][4][5]. Summary by Sections Stockholder Approval - Stockholders approved all proposals at the 2025 Annual Meeting, including a reverse stock split at a ratio between 1-for-20 to 1-for-50 and an increase in authorized shares from 100 million to 500 million [2][3]. Compliance with Nasdaq Requirements - RYVYL received a delisting notice from Nasdaq on December 11, 2025, due to non-compliance with the minimum bid price rule. The company believes the approved reverse stock split will resolve this issue [4][5]. - The company has already addressed stockholder equity issues through a merger with Roundtable, which has sufficient capital to meet Nasdaq's requirements [4][5]. Merger with Roundtable - RYVYL signed a definitive agreement to merge with Roundtable, a Web3-powered digital media platform, which had previously secured $33 million in financing [4][5]. - Roundtable's investment of $6.5 million in preferred stock increased RYVYL's stockholder equity, allowing the company to regain compliance with the Stockholder Equity Rule [4][5]. Timeline of Events - RYVYL received initial notices of non-compliance from Nasdaq in April and June 2025, with deadlines for compliance set for December 9, 2025 [4][5]. - The company rescheduled its 2025 Annual Meeting to allow more stockholders to participate in the vote on the reverse split [4][5]. Future Expectations - Following the reverse stock split and the merger with Roundtable, RYVYL expects to be in full compliance with Nasdaq listing requirements within 10 trading days [6].

Financial Data and Key Metrics Changes - The company reported that all nominees for election to the board have been duly elected, and the appointment of Simon & Edward as the independent registered public accounting firm for the fiscal year ending December 31, 2025, has been ratified [19] - An amendment to effect a reverse stock split of the company's common stock and an increase in the number of authorized shares from 100 million to 500 million have been approved [19] Business Line Data and Key Metrics Changes - No specific data on business lines or key metrics changes were provided in the meeting [20] Market Data and Key Metrics Changes - No specific market data or key metrics changes were discussed during the meeting [20] Company Strategy and Development Direction and Industry Competition - The company is focusing on increasing its authorized shares significantly, which may indicate plans for future growth or capital raising [19] Management's Comments on Operating Environment and Future Outlook - Management did not provide specific comments on the operating environment or future outlook during the meeting [20] Other Important Information - The meeting was conducted virtually, allowing shareholders worldwide to participate conveniently [2] - Stockholders were informed that the final vote totals would be included in a current report on Form 8-K filed with the Securities and Exchange Commission within four business days [6][19] Q&A Session All Questions and Answers - There were no questions from stockholders during the Q&A session [20]

Financial Data and Key Metrics Changes - The preliminary vote count indicates that all nominees for election to the board have been duly elected, and the appointment of Simon & Edward as the independent registered public accounting firm for the fiscal year ending December 31, 2025, has been ratified [19] - An amendment to effect a reverse stock split of the company's common stock and an increase in the number of authorized shares from 100 million to 500 million have each been approved [19] Business Line Data and Key Metrics Changes - No specific data on business line performance or key metrics was provided in the meeting [20] Market Data and Key Metrics Changes - No specific market data or key metrics were discussed during the meeting [20] Company Strategy and Development Direction - The company is focusing on governance changes, including the election of directors and amendments to its Articles of Incorporation, which may indicate a strategic shift towards enhancing shareholder value [19][20] Management's Comments on Operating Environment and Future Outlook - Management did not provide specific comments on the operating environment or future outlook during the meeting [20] Other Important Information - The meeting was conducted virtually, allowing shareholders worldwide to participate conveniently [2] - Stockholders were reminded that the meeting is not a public forum for purposes of SEC's Regulation FD, and no material non-public information would be disclosed [10][12] Q&A Session All Questions and Answers - There were no questions submitted by stockholders during the Q&A session, and the meeting concluded without addressing any inquiries [20]

Financial Data and Key Metrics Changes - The company reported a total of 36,085,978 shares of common stock outstanding as of the record date [4] - The company has 50,000 shares of Series C preferred stock outstanding entitled to vote at the meeting [4] Business Line Data and Key Metrics Changes - No specific business line data or key metrics were provided in the meeting records Market Data and Key Metrics Changes - No specific market data or key metrics were provided in the meeting records Company Strategy and Development Direction and Industry Competition - The company proposed a reverse stock split of its common stock at a ratio of not less than one for 20 and not more than one for 50, with the exact timing and ratio to be determined by the Board of Directors [8][14] - The company also proposed to increase the number of authorized shares of common stock from 100 million to 500 million [9][15] Management's Comments on Operating Environment and Future Outlook - Management did not provide specific comments on the operating environment or future outlook during the meeting Other Important Information - The meeting was conducted virtually, allowing shareholders worldwide to participate conveniently [2] - The company emphasized that any forward-looking statements made during the meeting are subject to significant risks and uncertainties [10][11] Q&A Session All Questions and Answers Question: Were there any questions from stockholders? - There were no questions submitted by stockholders during the Q&A session [18]

Core Viewpoint - RYVYL Inc. has received provisional approval for a derivative settlement related to lawsuits against its current and former officers and directors, with a final settlement hearing scheduled [1]. Group 1: Legal Proceedings - On November 14, 2025, District Judge Gonzalo P. Curiel granted provisional approval of the derivative settlement in the case "Christy Hertel, derivatively on behalf of RYVYL Inc. v. Ben Errez et. al." [1] - The derivative lawsuit was filed on June 22, 2023, against certain current and/or former officers and directors of RYVYL [1]. - The proposed settlement also resolves related derivative litigation pending in the Eighth Judicial District Court in Clark County, Nevada [1]. Group 2: Regulatory Filings - The Notice of Proposed Settlement and the Stipulation and Agreement of Settlement have been filed with the U.S. Securities and Exchange Commission as exhibits to the Company's Form 8-K dated November 21, 2025 [2]. - These documents are accessible on the Company's website under Reports & Filings [2]. Group 3: Company Overview - RYVYL Inc. operates a digital payment processing business that enables global transactions and provides payment solutions for underserved markets [3]. - The company has developed applications that offer an end-to-end suite of turnkey financial products, emphasizing enhanced security, data privacy, identity theft protection, and rapid speed to settlement [3].