New Strategic Partnerships with The Hockey News and Expansion of Elite Journalist Network to 150+ Former Sports Illustrated Media Professionals SAN DIEGO, CA, Jan. 07, 2026 (GLOBE NEWSWIRE) -- RYVYL Inc. (NASDAQ: RVYL) (“RYVYL” or the “Company”) today highlighted recent developments achieved by its planned merger partner, Roundtable, including a long-term strategic partnership with The Hockey News and the onboarding of 50 additional Sports Illustrated journalists, expanding its platform to more than 150 for ...

Common Stock to Begin Trading on Reverse-Split Adjusted Basis on January 2, 2026 SAN DIEGO, CA, Dec. 30, 2025 (GLOBE NEWSWIRE) -- RYVYL Inc. (NASDAQ: RVYL) (“RYVYL” or the “Company”) today announced that its board of directors has approved a 1-for-35 reverse stock split (the “Reverse Stock Split”) of the Company’s common stock (the “Common Stock”). The Company believes the Reverse Stock Split is necessary to increase the market price per share of the Common Stock to better assure that it maintains complianc ...

Summary of Steps Taken to Maintain Listing Compliance SAN DIEGO, CA, Dec. 17, 2025 (GLOBE NEWSWIRE) -- RYVYL Inc. (NASDAQ: RVYL) (“RYVYL” or the “Company”) today announced that stockholders approved all of the proposals presented at the Company's 2025 Annual Meeting of Stockholders (the “2025 Annual Meeting”) held on December 15, 2025, including the approval of the proposed reverse stock split of the Company’s outstanding common stock at a ratio between 1-for 20 to 1-for-50 shares, as well as an increase i ...

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].

Core Viewpoint - The proposed merger between RTB Digital and Ryvyl is highlighted as having significant strategic and technological advantages, with a focus on the leadership and investment backing from Blockchain Founders Fund [1]. Group 1: Leadership and Investment - Aly Madhavji, Managing Partner at Blockchain Founders Fund, is introduced as the moderator and a key investor, marking this merger as the largest investment in the fund [1]. - James Heckman, CEO of Roundtable, emphasizes the importance of Aly's expertise in the blockchain investment community, noting his extensive experience with over 200 equity investments [2]. - The leadership team is described as senior and technically proficient, which is crucial for the success of the merger initiative [2].

Summary of the Conference Call Company Overview - The company discussed is Roundtable, which focuses on providing blockchain-based infrastructure for the media industry, specifically in the $200 billion branded advertising sector [6][10][21]. Key Points and Arguments 1. **Leadership and Team Background**: - The CEO, James Heckman, has extensive experience in media and technology, having built infrastructure for major media brands and ad networks [5][10]. - The new CFO, Aly, has a strong background in blockchain investments, with over 200 equity investments in the blockchain space [4][35]. 2. **Market Opportunity**: - The media industry is undergoing a transformation due to blockchain technology, which can provide real-time payments and data ownership to media companies [11][12]. - The company aims to capture a significant portion of the $200 billion advertising market by offering a full-stack solution that integrates various media operations [20][29]. 3. **Product and Technology**: - Roundtable's platform allows media companies to receive payments instantly, eliminating the traditional 90-120 day wait [12][19]. - The technology is described as three generations ahead of competitors, leveraging decentralized finance principles to streamline operations [10][12]. 4. **Financial Health**: - The company has no debt and approximately $30 million in cash reserves, indicating strong financial stability [21][50]. - Gross margins are projected to be around 50%, with a goal of reaching $100 million in revenue quickly [37][39]. 5. **Competitive Landscape**: - The primary competitor mentioned is Vox, which has shifted focus to being a media company rather than a service provider [21]. - Roundtable positions itself as a unique player in the market, operating entirely on a blockchain platform [21][29]. 6. **Merger and Public Offering**: - The company is in the process of merging with a Nasdaq-listed company, Ryvyl, with expectations of a smooth transition and minimal dilution [40][46]. - The merger is anticipated to enhance visibility and access to capital markets, with a projected market cap of around $200 million post-merger [58]. 7. **Efficiency and Scalability**: - The company has achieved significant operational efficiency, reducing the need for a large workforce through automation and AI tools [62][64]. - Current headcount is around 14-16, with plans to scale as the business grows [61][64]. Other Important Insights - The leadership team includes notable figures from the blockchain and media industries, enhancing credibility and expertise [15][33]. - The company has signed over 100 commercial contracts, indicating strong market demand and potential for user growth [36][37]. - The focus on bridging traditional finance and blockchain investors is seen as a strategic advantage [56]. This summary encapsulates the key aspects of Roundtable's conference call, highlighting its strategic direction, market positioning, and financial outlook.

Capital Raising and Financing - The company successfully raised additional capital through private and public equity offerings and debt financings in July 2025 and October 2025[27]. - The Company issued an 8% senior convertible note of $100 million, originally due November 3, 2023, extended to April 5, 2025, with gross proceeds of $84 million after a 16% original issue discount[75]. - The Company entered into a Preferred Stock Repurchase and Note Repayment Agreement, agreeing to pay a total of $17.0 million, with the first installment of $13.0 million paid on January 27, 2025, and a second installment of $4.0 million due by April 30, 2025[85]. - The outstanding balance of the Note was reduced to $4.0 million after the payment of the first installment, and no interest will accrue on this balance until the second installment date[86]. - The Note was fully retired during the quarter ended June 30, 2025, after multiple conversions and repayments totaling $66.25 million[89]. Mergers and Acquisitions - The company entered into a merger agreement with RTB Digital, Inc. on September 28, 2025, with RTB becoming a wholly-owned subsidiary[27]. - The Merger Agreement includes customary representations and covenants, and the Company will continue its current operations post-merger[146]. - The Company has consolidated its operations into one reportable segment following the sale of its wholly owned subsidiary, Ryvyl EU, effective June 1, 2025[154]. Revenue and Operations - Following the sale of Ryvyl EU on June 1, 2025, the company primarily generates revenue from banking services, including ACH and wire transfer transactions[36]. - For the three months ended September 30, 2025, the revenue from discontinued operations was $0, compared to $9.774 million for the same period in 2024, representing a decline of 100%[61]. - The company continues to focus on accelerated business development efforts to drive volumes across diversified business verticals[27]. Financial Performance and Impairments - The company recorded an impairment charge of $1.1 million for previously capitalized software development costs during the quarter ended June 30, 2025[47]. - An additional impairment charge of $0.1 million was recorded during the quarter ended September 30, 2025, related to operating lease ROU assets[50]. - The company recognized a loss on the sale of its subsidiary Ryvyl EU amounting to approximately $6.5 million during the quarter ended June 30, 2025, following the sale for total consideration of $16.5 million[59]. - The company's total accrued liabilities decreased from $8.146 million as of December 31, 2024, to $5.316 million as of September 30, 2025, reflecting a reduction of approximately 34%[66]. - The company's net property and equipment decreased from $165,000 as of December 31, 2024, to $115,000 as of September 30, 2025, a decline of approximately 30%[62]. Tax and Deferred Assets - The company reported a provision for income taxes of $136,000 for the three months ended September 30, 2024, compared to a provision of $577,000 for the nine months ended September 30, 2025[61]. - The company has a full valuation allowance on its deferred tax assets as of September 30, 2025, indicating uncertainty regarding the realization of these assets[54]. - The effective income tax rate for the 2025 calendar year is estimated at (7.2%), differing from the U.S. federal statutory rate due to a full valuation allowance[127]. Legal Matters - The Company is involved in ongoing legal proceedings, including a complaint filed by a former Chief Marketing Officer alleging discrimination and retaliation[149]. - The Company reached an agreement in principle to settle all claims in the Cullen v. RYVYL Inc. lawsuit for a total of $1,000,000, which includes $300,000 in cash and 700,000 shares of common stock[151]. - The Company is engaged in ongoing litigation, including a shareholder derivative complaint against certain officers and directors for alleged failures in internal controls[151]. - The Company filed a demand for arbitration against Sky Financial for breach of contract, seeking damages and costs incurred[150]. - The Company intends to vigorously defend against all claims in the lawsuit filed by Rachael Mora alleging sex discrimination and retaliation[155]. Stock and Compensation - Stock-based compensation expense is recorded on a straight-line basis over the requisite service period, with fair value determined at grant date[52]. - The Company adopted the 2023 Equity Incentive Plan, allowing for the grant of up to 5,098,262 shares of common stock to employees and consultants[129]. - As of September 30, 2025, the outstanding stock options decreased to 539,304 shares, with an average exercise price of $4.30, down from 583,974 shares at the end of 2024[130]. - The total grant date fair value of Restricted Stock Awards (RSAs) that vested was $0.1 million for the nine months ended September 30, 2025, compared to $0.3 million for the same period in 2024[131]. - The Company granted 2,288,000 Restricted Stock Units (RSUs) with an average grant date fair value of $0.85, with 613,373 units vested and 518,875 units forfeited by September 30, 2025[132]. Management Changes - Fredi Nisan retired as CEO effective October 31, 2025, with George Oliva appointed as interim CEO[158]. - Fredi Nisan will receive a cash payment of $350,000 as part of his severance agreement, payable over a twelve-month period following his retirement[141]. Debt and Liabilities - As of September 30, 2025, the Company reported total debt of $628,000, with long-term debt net at $615,000[74]. - The Company recorded a loss on extinguishment of $1.3 million related to the First Exchange Agreement due to the addition of a substantive conversion option[79]. - The Second Exchange Agreement resulted in a loss on extinguishment of $22.5 million, reflecting the fair value of the modified Note and the Series B Preferred Stock issued[82]. - The Note bore an interest rate of 8% per annum, which would increase to 15% upon an event of default[93]. - The Company is required to pay a late charge of 15% on any principal amount not paid when due[96].