Ryvyl (NASDAQ:RVYL) shareholders approved a proposed merger with RTB Digital, Inc. and related corporate actions during the continuation of the company’s Special Meeting of Stockholders held virtually on April 1, according to remarks made during the meeting by George Oliva, the company’s interim CEO, CFO, and a director.
Meeting overview and attendance
Oliva served as chair of the meeting, with Jasmine Farrington acting as secretary. The company said the session was a continuation of a special meeting that had previously been called and adjourned until April 1 in order to request shareholder votes on the merger transaction and related proposals described in the company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission.
The company said it was joined by outside counsel, including Andrew Hudders of Spencer Fane, and that Broadridge Financial Solutions had been appointed as inspector of election. Oliva noted that Andrew Wilcox of Broadridge had taken an oath to perform his duties in accordance with applicable corporate law and SEC requirements.
Ryvyl’s board set Feb. 6, 2026 as the record date for determining stockholders entitled to vote. Oliva said an affidavit was delivered attesting that the notice of internet availability of proxy materials and the proxy statement or the proxy materials themselves were made available on or about Feb. 17, 2026, and that the affidavit would be incorporated into the minutes.
As of the record date, the company reported 1,266,631 shares of common stock outstanding and 50,000 shares of Series C preferred stock outstanding. Oliva said the Series C preferred shares were entitled to vote the equivalent of 205,775 shares at the meeting. The inspector of election reported that stockholders representing at least 33.33% of voting power entitled to vote were present in person or by proxy, which Oliva said constituted a quorum under the company’s bylaws and Nevada law.
Proposals presented to shareholders
Oliva outlined three proposals submitted for shareholder approval, and stated that no other business could be undertaken at the special meeting beyond the matters described in the proxy statement.
- Proposal 1: Approval and adoption of the agreement and plan of merger dated Sept. 28, 2025, as amended by Amendment No. 1 and Amendment No. 2, by and among Ryvyl Inc., Ryvyl Merger Sub, Inc., and RTB Digital, Inc. The transaction includes the merger of Ryvyl Merger Sub, Inc. with and into RTB Digital, Inc., with RTB Digital surviving as a wholly owned subsidiary of Ryvyl.
- Proposal 2: Approval of an amendment to the company’s amended and restated articles of incorporation to change the company’s name from Ryvyl to RTB Digital, Inc. Oliva said implementation of the name change was contingent on approval of Proposal 1.
- Proposal 3: Approval of an adjournment proposal if necessary and appropriate to solicit additional votes in the event of insufficient votes to approve Proposal 1 and/or Proposal 2.
Voting process and disclosure statements
The meeting was conducted virtually through the company’s portal at www.virtualshareholdermeeting.com/rvyl2026sm. Oliva told shareholders that voting was permitted during the meeting, and that votes submitted by proxy would be counted as instructed unless shareholders changed their vote through the electronic ballot.
Oliva also included a standard caution regarding forward-looking statements, noting that non-historical statements made during the meeting are subject to risks and uncertainties and that actual results could differ materially. He cited the company’s SEC filings, including its most recent annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and merger-related risk factor disclosures in the proxy statement. He added that the company disclaimed any obligation to update forward-looking statements except as required by law, and reminded listeners that the meeting was not a forum for purposes of Regulation FD.
Preliminary voting results
After a brief pause to allow final electronic votes, Oliva declared the polls closed. He said he received a preliminary report from the inspector of election and announced that shareholders approved all three proposals.
According to Oliva, Proposal 1—approval and adoption of the merger agreement and the merger—was approved. He also said Proposal 2—the charter amendment to change the company’s name to RTB Digital, Inc., contingent on approval of Proposal 1—was approved. Proposal 3, the adjournment proposal, was also approved.
Oliva said the final report of the inspector of election would be filed with the meeting minutes, and that final vote totals would be reported in a Form 8-K to be filed with the SEC within four business days.
With no further business, Oliva adjourned the meeting and thanked shareholders for their continued support.
About Ryvyl (NASDAQ:RVYL)
Ryvyl Inc, a technology company, engages in the development, marketing, and sale of blockchain-based payment solutions in North America, Europe, and Asia. The company's blockchain-based systems facilitate, record, and store a volume of tokenized assets representing cash or data on a blockchain-based ledger. Its products include QuickCard Payment System, a physical and virtual payment card processing management system, including software that facilitates on and off ramp e-wallet management; Coyni, a digital token platform, which offers custodial assurance by utilizing its stable coin and blockchain technology in a closed-loop ecosystem; and ChargeSavvy, an end-to-end POS solution comprising software and hardware for the restaurant and hospitality industry.
