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].

Core Viewpoint - Roundtable is set to merge with RYVYL Inc., and a virtual Investor Event will be held to discuss the benefits of this transaction [1][2] Group 1: Merger Details - A definitive agreement has been signed between Roundtable and RYVYL, with the closing subject to shareholder approval and regulatory review [5] - Upon closing, James Heckman will become CEO, Walton Comer will be Chairman, and the company will be renamed RTB Digital, Inc. [8] Group 2: Strategic Advantages - The merger will highlight Roundtable's digital asset-powered liquidity pool, which offers a competitive edge for its Web3 SaaS platform [2] - Roundtable's Web3 media platform generates revenue through partnerships with major entities like Yahoo and TheStreet, reaching millions of consumers [3] Group 3: Technological Features - The company utilizes advanced blockchain features such as decentralized reporting and encrypted data storage, enhancing its operational capabilities [4]

Core Insights - Roundtable and RYVYL Inc. are merging, with Aly Madhavji appointed as Chief Financial Officer (CFO) to leverage his extensive blockchain investment experience and traditional finance background [1][2][4] - The merger aims to enhance Roundtable's position in the Web3 media industry, providing publishers with real-time revenue, transparent reporting, and control over their data [6][12] Company Overview - Roundtable is a Web3 digital media SaaS platform that offers distribution, community, publishing, and monetization solutions for professional media brands [12] - RYVYL Inc. operates a global digital payment processing business, focusing on underserved markets and providing a suite of secure financial products [13] Leadership Team - The leadership team includes James Heckman as CEO, Eyal Hertzog as co-founder and architect of the "DeWeb" platform, and Bill Sornsin as COO, all bringing extensive experience in technology and media [7][8][9] - Aly Madhavji's credentials include being a licensed Chartered Accountant and holding advanced degrees from Tsinghua University and INSEAD, along with a significant network in the blockchain investment community [4][3] Merger Details - A definitive agreement has been signed between RYVYL and Roundtable, pending shareholder approval and regulatory review [12][15] - Post-merger, the company will be named RTB Digital, Inc., and will have a seven-member board led by Walton Comer [15]

Core Points - RYVYL Inc. has rescheduled its 2025 Annual Meeting of Stockholders to December 15, 2025, from the original date of October 30, 2025 [1] - The record date for stockholders entitled to vote at the meeting is set for October 31, 2025, allowing new shareholders to participate following the announcement of a merger with RTB Digital, Inc. [2] - RYVYL's shares have seen over 450 million shares of trading activity since the merger announcement, indicating significant shareholder interest [2] Company Overview - RYVYL Inc. operates a digital payment processing business that provides solutions for underserved markets, focusing on security, data privacy, and rapid settlement [6] - The company has developed an end-to-end suite of financial products, enhancing user experience and security [6] Merger Details - RYVYL is merging with RTB Digital, a Web3 digital media SaaS technology company, which has recently invested $5 million in RYVYL after raising $33 million for the combined businesses [4] - Roundtable operates a fully funded enterprise-SaaS platform and has partnerships with major media brands, generating significant revenue through Web3-based engagement [4] - The merger aims to leverage advanced blockchain technology for decentralized reporting, security, and content management [4][5]

Core Viewpoint - Halper Sadeh LLC is investigating potential breaches of fiduciary duties by officers and directors of Ryvyl Inc., urging shareholders to contact the firm to discuss their rights and possible legal actions [1][2]. Group 1: Shareholder Rights and Legal Options - Shareholders who acquired Ryvyl stock on or before May 13, 2021, may seek corporate governance reforms, return of funds, court-approved financial incentives, or other benefits [2]. - The firm operates on a contingent fee basis, meaning shareholders would not incur out-of-pocket legal fees [2]. Group 2: Importance of Shareholder Participation - Active shareholder involvement can lead to improved company policies, practices, and oversight, ultimately enhancing shareholder value [3]. Group 3: Firm's Background and Experience - Halper Sadeh LLC represents global investors affected by securities fraud and corporate misconduct, having successfully implemented corporate reforms and recovered millions for defrauded investors [4].

Core Insights - The upcoming merger between Roundtable and fintech firm RYVYL Inc. is seen as a pivotal moment for blockchain in the media sector, emphasizing real operational utility over speculative token investments [1][2] - Roundtable's $75 million merger with RYVYL is positioned to differentiate genuine innovation from the recent influx of crypto treasury companies attempting to go public [2][4] Company Developments - Roundtable has successfully achieved NASDAQ's required shareholder equity threshold, alleviating delisting risks for RYVYL ahead of the merger [4][5] - A direct, fully funded equity investment from Roundtable into RYVYL was made to bolster the fintech firm's balance sheet prior to the merger's completion [5][6] - The merger is part of Roundtable's strategy to redefine the potential of a blockchain-powered media company [6][7] Industry Context - There has been significant activity among crypto and treasury companies attempting to go public on NASDAQ, but many have faced challenges, including delisting [3][4] - The SEC has been cautious in approving mergers that do not involve actual operating companies, which has impacted the market dynamics for smaller cap companies [4][6]

Core Insights - RYVYL has met the required shareholder equity threshold, alleviating delisting risks ahead of its merger with Roundtable [1][2] - A planned 15:1 reverse stock split is set for shareholder approval on October 30, 2025, to comply with NASDAQ's minimum share price requirement [3] - Roundtable operates a fully funded enterprise-SaaS platform, distinguishing itself from typical crypto-treasury mergers [4][5] Company Developments - Roundtable's capital investment has strengthened RYVYL's balance sheet, ensuring NASDAQ compliance [2] - The merger between Roundtable and RYVYL is subject to shareholder approval and regulatory review [17] - James Heckman will become CEO of the combined entity, with Walton Comer as Chairman [21] Platform and Technology - Roundtable's "DeWeb" platform aims to restore IP and financial control for media companies, addressing challenges posed by AI and opaque revenue reporting [6][7] - The platform utilizes a Bitcoin-powered liquidity pool, enhancing financial control for partners and journalists [5][10] - Roundtable's founders have extensive experience in digital media and blockchain, positioning the company as a leader in the Web3 media space [9][11][12] Market Position - Roundtable's platform is designed for professional media brands and content creators, offering transparent reporting and self-payment capabilities [10][11] - The company has established partnerships with major media brands, generating significant Web3 revenue [4] - The merger is expected to create a large-scale, blockchain-based media platform, enhancing competitive advantages in the industry [17][18]

Core Viewpoint - Halper Sadeh LLC is investigating the fairness of the merger between RYVYL Inc. and RTB Digital, Inc. for RYVYL shareholders [1] Company Summary - Upon the closing of the proposed transaction, RYVYL shareholders will own approximately 15.15% of the combined company [1]