RVYL Ryvyl Inc. - 8-K

Item 2.01 Completion of Acquisition or Disposition of Assets.

To
the extent required by Item 2.01 of Form 8-K, the information contained in (or incorporated by reference into) the disclosure set forth
in the “ Introductory Note ” above is hereby incorporated by reference into this Item 2.01.

Certain
directors of the Company had a pre-existing material relationship with RTB, including those that involved a potential or actual conflict
of interests, as described in the section titled “Interests of the RTB Directors and Executive Officer in the Merger” on page 68
of the Company’s proxy statement/prospectus filed with the SEC on January 30, 2026 (the “Prospectus”).

Item 3.02. Unregistered
Sales of Equity Securities.

To
the extent required by Item 3.02 of Form 8-K, the information contained in (or incorporated by reference into) the disclosure set forth
in the “Introductory Note” above is hereby incorporated by reference into this Item 3.02.

The
Company assumed certain securities of the pre-merger RTB Digital, Inc., including options, warrants and convertible debt and interest
due thereon.

The
Company has agreed to issue not less than an aggregate of 7,688,755 shares upon conversion of certain of the outstanding convertible
debt and interest due thereon, as of the date hereof that matures in the future. Each of the holders of the convertible debt and interest
is anticipated to be an accredited investor at the date of conversion, and the conversion and issuance of shares of common stock will
be issued pursuant to an exemption from registration pursuant to the Securities Act of 1933, as amended, pursuant to Section 4 thereof.
None of the shares have registration rights.

1

The Company
has agreed to issue not less than an aggregate of 2,070,520 shares upon exercised of the assumed warrants. Each of the holders of the
warrants is either an accredited investor or sophisticated investor, and the exercise and issuance of shares of common stock will be issued
pursuant to an exemption from registration pursuant to the Securities Act of 1933, as amended, pursuant to Section 4 thereof. None of
the shares have registration rights and each of the convertible debt holders have agreed to lock up the shares of common stock received
on conversion for a period of 12 months.

The Company
has agreed to issue not less than an aggregate of 3,385,409 shares upon exercise of the assumed options and other equity awards. The Company
plans to register the shares underlying the associated equity award plan for issuance of the shares of common stock. If any of the options
or equity awards are exercised before the registration of the common stock, then they will be issued on a private placement basis, pursuant
to an exemption from registration pursuant to the Securities Act of 1933, as amended, pursuant to Section 4 thereof.

Item 5.01 Changes in Control of Registrant.

To
the extent required by Item 5.01 of Form 8-K, the information contained in (or incorporated by reference into) the disclosure set forth
in the “ Introductory Note ” above is hereby incorporated by reference into this Item 5.01.

In
accordance with the terms of the Merger Agreement, each of the directors of the Company who would not be continuing as a director after
the completion of the Merger resigned from the Board of Directors of the Company (the “Board”) and any respective committees
of the Board to which they belonged as of the closing of the Merger. In connection with the Merger, the size of the Board post-Merger
was changed to seven members, and the Board was reconstituted as follows:

●

James Heckman, Chief Executive Officer and Director;

●

Alykhan (Aly) Madhavji, Chief Financial Officer and Director;

●

Walton Comer, Director and Chairman of the Board;

●

Michael Alexander, Director;

●

David Bailey, Director

●

Brett Moyer, Director who did not resign; and

●

Steven Fletcher, Director who did not resign.

Mr.
Fletcher was appointed to the Board of the pre-merger company in March 2026, as an independent director and a member of the audit committee
to satisfy the listing requirements of the Nasdaq Stock Market applicable to the Capital Market. Each of the current directors will serve
until the next annual meeting of shareholders at which the members of the Board stand for election or until such director’s earlier
death, resignation, or removal or until such director’s successor is duly elected and qualified.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

To
the extent required by Item 5.02 of Form 8-K, the information contained in (or incorporated by reference into) the disclosure set forth
in the “ Introductory Note ” above or in Item 2.01 of this Current Report on Form 8-K is incorporated by reference herein.

Resignation
of Directors

Pursuant to the Merger Agreement,
effective May 15, 2026, Messrs. Gene Jones and Tod Browndorf, resigned from the Board and any respective committees of the Board
to which they belonged,  which resignations were not the result of any disagreements with the
Company relating to the Company’s operations, policies or practices . Additionally, effective May 15, 2026, Mr. George Oliva
resigned from the Board and any committees of the Board to which he belonged, which resignation was not the result of any disagreements
with the Company relating to the Company’s operations, policies or practices; however Mr. Oliva continued as an officer of the Company
as Chief Accounting Officer.

Appointment
of Officers

As
of May 21, 2026, the Board appointed James Heckman as the Chief Executive Officer, Aly Madhavji as the Chief Financial Officer, George
Oliva as the Chief Accounting Officer, and William Sornsin as the Chief Operating Officer. Mr. Zechariah (Zack) Kirscher continues as
the Vice President Legal.

Mr.
George Oliva is employed under an employment agreement effective as of the consummation of the Merger. A description of the employment
agreement is included in the Prospectus in the section “ George Oliva Employment Agreement, ” beginning on page 103 thereof,
and is incorporated herein by reference.

The
biographies of the aforementioned executive officers are included in the Prospectus in the section titled “ Management Following
the Merger ” beginning on page 126, and “ Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers”  of the Form 8-K Report filed April 2, 2026,
and are incorporated herein by reference. Information with respect to the compensation of the Company’s named executive officers
and directors is set forth in the Prospectus in the sections titled “ RTB Executive Compensation ” beginning on page 135
and “ RTB Director Compensation ” beginning on page 138, and that information is incorporated herein by reference.

2

Committees
of the Board

On
and as of May 21, 2026, the Board appointed its members to join the Audit, Compensation, and Nominating and Corporate Governance Committee,
as illustrated in the table below.

Audit
Committee: Steven Fletcher (Chairman), Michael Alexander, and Brett Moyer, each of whom is currently believed to be “independent”
as defined under section 5605(a)(2) of the Nasdaq Listing Rules. In addition, the board of directors has determined that each of Michael
Alexander and Steven Fletcher is an “audit committee financial expert” as defined in Item 407(d)(5)(ii) of Regulation S-K
promulgated under the Securities Act.

Compensation
Committee: Walton Comer (Chairman) and Steven Fletcher, each of whom we believe to be “independent” as defined in section
5605(a)(2) of the Nasdaq Listing Rules.

Nominations
Committee: David Bailey (Chairman) and Michael Alexander, each of whom we believe to be “independent” as defined in section
5605(a)(2) of the Nasdaq Listing Rules.

Indemnification
Agreement

Following
the Closing Date, the Company intends to enter into its standard form of indemnification agreement with its directors, the description
of which is hereby incorporated by reference to the Prospectus, including from page 149 thereof.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

To
the extent required by Item 5.03 of Form 8-K, the information contained in (or incorporated by reference into) the disclosure set forth
in the “ Introductory Note ” above is incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.

Name of Exhibit

104*

Cover Page
Interactive Data File (embedded within the inline XBRL document).

*

Filed or furnished herewith

3