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
(Amendment No. 1)*
|
RYVYL Inc. (Name of Issuer) |
Common Stock, $0.001 per value (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) |
10/29/2025 (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)
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| 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
7,202,092.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
16.6 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
- The value in Row (7) (Sole voting power), Row (9) (Sole dispositive power), and Row 11 (Aggregate amount beneficially owned by each reporting person) represents the number of shares of common stock of Ryvyl Inc. that may be converted under the terms of the Series C Convertible Preferred Stock issued October 7, 2025 to the reporting person that are entitled to be counted for quorum and voted at all meetings of stockholders. It does not include 5,297,908 shares of common stock which are not beneficially owned for purposes of this Schedule 13D due to the beneficial ownership blocker provision of 19.9%. - The value in Row (13) (Percent of class represented by amount in Row 11) is based on 36,028,478 issued and outstanding shares of Ryvyl Inc. as of October 7, 2025.
SCHEDULE 13D
|
| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Common Stock, $0.001 per value |
| (b) | Name of Issuer:
RYVYL Inc. |
| (c) | Address of Issuer's Principal Executive Offices:
3131 CAMINO DEL RIO NORTH, SUITE 1400, 3131 CAMINO DEL RIO NORTH, SUITE 1400, SAN DIEGO,
CALIFORNIA
, 92108. |
| Item 2. | Identity and Background |
| (a) | RTB Digital, Inc. - James Heckman, the Chief Executive Officer of RTB Digital, Inc., has the authority to vote and dispose of the Series C Preferred Stock |
| (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 50,000 shares of RYVYL Series C Convertible 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"). The Series C Preferred Stock currently may be converted into 12,500,000 shares of common stock, subject to the blocker provision of 19.9%, that was established October 29,2025 by mutual agreement between RYVYL INC. and RTB Digital, Inc. pursuant to the terms of the Certificate of Designation for the Series C Preferred Stock. | |
| Item 5. | Interest in Securities of the Issuer |
| (a) | Aggregate Number: 7,202,092 Percentage: 16.64% |
| (b) | Sole Voting Power: 7,202,092 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 currently is convertible into shares of Common Stock at a Conversion Price of $0.40 per share, subject to adjustment for an aggregate of 12,500,000 shares of common stock, subject to the blocker provision. 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, modified on October 29, 2025, to be increased to 19.9%. The modification to Section 6(d) of the Certificate of Designations for the Series C Convertible Preferred Stock also provided that the notice period was waived, hence as of October 29, 2025, RTB Digital, Inc. was eligible to vote the Series C Convertible Preferred Stock according to the Section 4 of the Certificate of Designations. |
| (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 |