Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
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RYVYL Inc. (Name of Issuer) |
Series C Convertible Preferred Stock (Title of Class of Securities) |
39366L307 (CUSIP Number) |
Josh Lawler 2029 Century Park E., Suite 400 Los Angeles, CA, 90067 2135965620 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
10/07/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP No. | 39366L307 |
| 1 |
Name of reporting person
RTB DIGITAL INC. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
12,500,000.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
100.0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13D
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| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Series C Convertible Preferred Stock |
| (b) | Name of Issuer:
RYVYL Inc. |
| (c) | Address of Issuer's Principal Executive Offices:
3131 CAMINO DEL RIO NORTH, SUITE 1400, SAN DIEGO,
CALIFORNIA
, 92108. |
| Item 2. | Identity and Background |
| (a) | RTB Digital, Inc. |
| (b) | 4300 University Way NE, Suite C Seattle, WA 98105 |
| (c) | RTB Digital, Inc. is a Delaware corporation operating a Web3-enabled media platform for major media brands and premium clients. RTB is engaged in developing and deploying digital media distribution technologies and is pursuing a strategic reverse merger transaction with RYVYL Inc., as described herein. |
| (d) | During the past five years, neither RTB Digital, Inc. nor any of its officers or directors has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) |
| (e) | During the past five years, neither RTB Digital, Inc. nor any of its officers or directors has been a party to any civil proceeding of a judicial or administrative body of competent jurisdiction that resulted in a judgment, decree, or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or commodities laws, or finding any violation with respect to such laws. |
| (f) | Delaware (incorporated November 9, 2022, originally as Roundtable Media, Inc.; name changed to RTB Digital, Inc. on October 29, 2024) |
| Item 3. | Source and Amount of Funds or Other Consideration |
Working Capital | |
| Item 4. | Purpose of Transaction |
RTB Digital acquired the 50,000 shares of RYVYL Series C Preferred Stock as part of a planned reverse merger transaction with RYVYL Inc. pursuant to the Agreement and Plan of Merger dated September 28, 2025 (the "Merger Agreement"). | |
| Item 5. | Interest in Securities of the Issuer |
| (a) | Aggregate Number: 12,500,000 Percentage: 100% |
| (b) | Sole Voting Power: 12,500,000 votes on an as-converted basis |
| (c) | RTB Digital entered into a Securities Purchase Agreement with RYVYL Inc. dated October 6, 2025, and closed the transaction on October 7, 2025. The Reporting Person acquired 50,000 shares of Series C Convertible Preferred Stock of the Issuer pursuant to the Securities Purchase Agreement dated October 6, 2025. The Series C Convertible Preferred Stock is convertible into shares of Common Stock at a Conversion Price of $0.40 per share, subject to adjustment. Pursuant to Section 6(d) of the Certificate of Designation of Preferences, Rights and Limitations of Series C Convertible Preferred Stock filed with the Nevada Secretary of State, the Reporting Person was subject to a Beneficial Ownership Limitation that prohibited conversion of the Preferred Stock to the extent such conversion would result in the Reporting Person, together with its affiliates and attribution parties, beneficially owning in excess of 4.99% of the outstanding shares of Common Stock. Under Section 6(d) of the Certificate of Designation, any increase in the Beneficial Ownership Limitation is not effective until the 61st day after written notice is delivered to the Issuer. On October 6, 2025, the Reporting Person delivered notice to the Issuer requesting increase of the Beneficial Ownership Limitation. Such increase will become effective on December 6, 2025, being the 61st day following delivery of such notice. On such date, the Reporting Person will first acquire the right to convert shares of Preferred Stock within 60 days such that the Reporting Person would beneficially own more than 5% of the outstanding Common Stock, thereby triggering the obligation to file this Schedule 13D. |
| (d) | None |
| (e) | N/A |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
N/A | |
| Item 7. | Material to be Filed as Exhibits. |
Exhibit 1: Agreement and Plan of Merger dated September 28, 2025 Incorporated by reference to Exhibit 2.1 of RYVYL's Form 8-K filed October 2, 2025 (SEC File No. 0001419275-25-001262) Exhibit 2: Securities Purchase Agreement dated October 6, 2025 Incorporated by reference to Exhibit 10.1 of RYVYL's Form 8-K filed October 7, 2025 (SEC File No. 0001419275-25-001397) Exhibit 3: Certificate of Designation of Preferences, Rights and Limitations of Series C Convertible Preferred Stock Incorporated by reference to Exhibit 3.1 of RYVYL's Form 8-K filed October 7, 2025 (SEC File No. 0001419275-25-001397) Exhibit 4: Registration Rights Agreement dated October 6, 2025 Incorporated by reference to Exhibit 4.3 of RYVYL's Form 8-K filed October 7, 2025 (SEC File No. 0001419275-25-001397) Exhibit 5: Form of Warrant (Contingent) Incorporated by reference to Exhibit 4.1 of RYVYL's Form 8-K filed October 7, 2025 (SEC File No. 0001419275-25-001397) |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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Comments accompanying signature:
Power of attorney attached in "Documents" section |