Howard Halpern

Michael Donovan

Kevin Dede

- Ryvyl Inc. (RVYL) completed a private placement (PIPE financing) on **October 7, 2025**, selling **50,000 shares of Series C convertible preferred stock** at **$0.40 per share**, generating **gross proceeds of up to $5,000,000**.  **[1419275_0001185185-25-001397_rvyl8k100725.htm:1]** 
- The financing's express purpose is to provide working capital to finance the Company's survival through its contemplated merger with RTB Digital, Inc..  **[1419275_0001185185-25-001397_rvylex10-1.htm:0]** **[1419275_0001185185-25-001397_rvyl8k100725.htm:1]** 
- As a result of this PIPE financing, RVYL believes it has regained compliance with Nasdaq's minimum **$2.5 million stockholders' equity requirement** for continued listing.  **[1419275_0001185185-25-001397_rvyl8k100725.htm:3]** 
- Each share of Series C Preferred Stock has a **stated value of $100.00** and is convertible into **250 shares of Common Stock** at a conversion price of **$0.40**.  **[1419275_0001185185-25-001397_rvyl8k100725.htm:1]** **[1419275_0001185185-25-001397_rvylex3-1.htm:5]** **[1419275_0001185185-25-001397_rvyl8k100725.htm:5]**  The total potential common shares from conversion is **12,500,000**, but is subject to an issuance limitation of **7,202,092 shares of Common Stock** without shareholder approval.  **[1419275_0001185185-25-001397_rvyl8k100725.htm:1]** **[1419275_0001185185-25-001397_rvylex3-1.htm:10]**

Ryvyl Inc. Completes Convertible Preferred Stock Financing and Regains Nasdaq Compliance

- RYVYL Inc. entered into an Agreement and Plan of Merger with RTB Digital, Inc. on **September 28, 2025**, which will result in RTB surviving as a wholly owned subsidiary of RYVYL.  **[1419275_0001185185-25-001369_rvyl8k425100125.htm:1]** 
- Based on a **$41.25 million pre-money enterprise value**, initial ownership post-merger is expected to be **15.15% for RYVYL stockholders** and **84.85% for RTB stockholders**.  **[1419275_0001185185-25-001369_rvylex99-1.htm:1]** 
- Roundtable (RTB) has raised **$33 million in new capital**, and the planned merger partner pledged to contribute over **$30 million BTC** to the treasury, signaling a realignment of RYVYL's vision towards digital asset infrastructure and blockchain adoption.  **[1419275_0001185185-25-001369_rvylex99-1.htm:1]** 
- Upon closing, the company will change its name to **RTB Digital, Inc.**, James Heckman will become CEO, and the Board of Directors will be reconstituted with **six new directors** appointed by RTB.  **[1419275_0001185185-25-001369_rvylex99-1.htm:1]** **[1419275_0001185185-25-001369_rvyl8k425100125.htm:3]** 
- The merger is subject to customary conditions, including approval by RYVYL stockholders, with the meeting expected in **Q4 2025**.  **[1419275_0001185185-25-001369_rvylex99-1.htm:1]**

RYVYL Inc. Announces Merger Agreement with RTB Digital, Inc. and Strategic Shift to Web3 Digital Media

- **RVYL Inc. completed the sale of its indirect subsidiary, Ryvyl (EU) EAD (Ryvyl EU)**, for an aggregate purchase price of **$15,000,000**.  **[1419275_0001185185-25-001226_rvyl8k091825.htm:1]** 
- The initial agreement for the sale was made on **January 23, 2025**, through a stock purchase agreement.  **[1419275_0001185185-25-001226_rvyl8k091825.htm:1]** 
- The company will classify Ryvyl EU as a **discontinued operation** in accordance with ASC 205-20, beginning with its Quarterly Report on Form 10-Q for the quarter ended **June 30, 2025**.  **[1419275_0001185185-25-001226_rvylex99-1.htm:0]** 
- As of **March 31, 2025**, the pro forma consolidated balance sheet shows **total assets of $12,624 thousand** and **total liabilities of $22,414 thousand** for Pro Forma Ryvyl Inc..  **[1419275_0001185185-25-001226_rvylex99-1.htm:1]** 
- For the three months ended **March 31, 2025**, pro forma revenue was **$2,770 thousand** and the net loss was **$(5,852) thousand**.  **[1419275_0001185185-25-001226_rvylex99-1.htm:2]**

RYVYL (RVYL)