Roundtable CEO James Heckman and RYVYL Announce NASDAQ Listing Secured, with Direct Equity Investment and Reverse Split Ahead of Merger
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SAN DIEGO, CA – October 15, 2025 – Roundtable CEO, James Heckman, and RYVYL Inc. (NASDAQ: RVYL) immediately introduced that RYVYL was notified by NASDAQ that it has achieved the required shareholder fairness threshold, thereby lifting the earlier delisting threat, properly forward of anticipated merger between Roundtable and RYVYL.
Compliance affirmation adopted a direct and totally funded capital funding by Roundtable into RYVYL, offering enough funding to strengthen its steadiness sheet, and keep its NASDAQ itemizing forward of the beforehand introduced and agreed-upon merger between the 2 corporations.
RYVYL Administration additional confirmed that it’s searching for shareholder approval of a deliberate 15:1 reverse inventory cut up on the Firm’s 2025 Annual Assembly of Stockholders scheduled for October 30, 2025 which, upon shareholder approval, is predicted to make sure compliance with the NASDAQ’s minimal share value requirement, properly upfront of the NASDAQ compliance deadline of December 9, 2025. There aren’t any different legacy NASDAQ itemizing points remaining; however requires RYVYL’s continued compliance.
Associated: Roundtable CEO James Heckman Executes $75M Merger Settlement with RYVYL to Energy Web3 Digital Media Platform on a Bitcoin Treasury Ecosystem
Heckman clarified and emphasised for RYVYL traders that, in contrast to many just lately introduced “crypto-treasury” mergers and SPAC transactions, Roundtable operates a completely funded enterprise-SaaS platform enterprise, with no investor capital held in escrow. The corporate is already powering its Web3 media platform for main media manufacturers and premium purchasers, producing Web3 income and reaching thousands and thousands of month-to-month media customers by way of partnerships with Yahoo, TheStreet and almost 2 hundred sports activities reporters, together with the vast majority of Sports activities Illustrated’s prime income producing and highest-audience crew channels, in addition to the world’s #1 hockey community – additionally departing SI -, all of which just lately migrated to Roundtable’s platform.
“It’s vital shareholders perceive that our Bitcoin-powered liquidity pool Is a aggressive benefit for our Web3 SaaS platform enterprise,” mentioned Heckman. “Our revolutionary DeFi media-liquidity pool powers a decentralized fee system that ensures complete monetary management and sovereignty for our companions and journalists. Roundtable leverages probably the most superior and environment friendly components of blockchain know-how, together with decentralized reporting, safety, encrypted IP and viewers information storage, Web3-based content material administration and storage, and automatic syndication.
Roundtable’s “DeWeb” platform is probably the most environment friendly, safe, and profit-creating platform within the business, architected by the highest product pioneers in media and blockchain.”
Associated: RTB Digital Secures $30 Million to Develop Web3 Media Platform and Launch New World Sports activities Community, ‘RoundtableSports’
“We’re excited to carry our large-scale imaginative and prescient to the general public market,” mentioned Roundtable co-founder Eyal Hertzog, designer of ‘DeWeb’, Roundtable’s proprietary media platform.
“Media corporations all over the place have misplaced management of their IP and have forfeited economics and distribution – now greater than ever because of AI co-opting their content material – and face opaque income and visitors reporting. ‘Followers’ are a fable, funds are delayed for months, and viewers information is taken and auctioned off to rivals. We created our platform to assist main media manufacturers {and professional} content material creators reclaim possession, management, and worth over their content material investments.”
“DeWeb” Platform architect, Eyal Hertzog and Digital Media SaaS Entrepreneur James Heckman
Heckman leads a crew of world-class know-how and blockchain innovators, together with Eyal Hertzog, co-founder and architect of Roundtable’s “DeWeb” platform, is the inventor and patent holder of the first DeFi protocols, together with automated market-making and liquidity pool mechanisms that underpins decentralized finance immediately in addition to Roundtable’s fee system. Hertzog additionally invented the primary social suggestion algorithm at MetaCafe, a precursor to YouTube.
Heckman and Hertzog have joined forces to construct the primary main media scale, blockchain-based, skilled SaaS media platform, together with a decentralized fee system that provides publishers clear, real-time reporting and skill to self-pay with out assortment delay, whereas restoring management of their information, audiences, and IP.
They’re joined by long-time know-how collaborator and co-founder, Invoice Sornsin, former Senior Product Chief at Microsoft and co-architect of a number of global-scale platforms, partnered with Heckman.
The founders mixed world-class experience in digital media structure, and blockchain innovation, to create the one large-scale, Web3-powered media platform – purpose-built for skilled publishers and content material networks.
Heckman based and led Enviornment (NYSE: AREN), which grew right into a nine-figure public firm powering publishing, distribution, and monetization for greater than 300 manufacturers, together with Sports activities Illustrated, Maxim, Historical past.com, and TheStreet. He beforehand served as Head of World Media Technique at Yahoo!, the place he designed the landmark advert platform and coalition between MSN, Yahoo!, and AOL. As Chief Technique Officer at Fox Interactive, Heckman created the primary social-targeted advert platform for MySpace and architected the ~$1 billion advert alliance with Google, and earlier than main the technique crew that constructed Hulu’s unique enterprise mannequin.
Roundtable’s founder has created and brought public and/or offered to main digital media, ten massive scale ventures, together with Rivals.com (acquired by Yahoo!), Scout.com (acquired by Fox), 5to1.com (public, acquired by Yahoo!), NFL Unique and Enviornment. Remarkably, every enterprise he based succeeded to sustainability and main business scale.
Roundtable co-founders and strategic companions embody: incoming Chair Walton Comer, XBTO co-founder, Lucid Holdings co-founder, which offered to CINT for over $1 billion, and founding investor of Deribit, just lately offered to Coinbase for over $3 billion; Aly Madhavji, Managing Associate of Blockchain Founders Fund, investor in over 100 blockchain infrastructure platforms; David Bailey, CEO of Nakamoto, Bitcoin Convention and Journal; Mike Alexander, former CEO of Jefferies Asia and CEO of Bullish’s EOS Enterprise Capital Fund; W. Graeme Roustan, Roundtable co-founder, former Chairman of Bauer Hockey, and present proprietor of The Hockey Information, the primary to publish on-chain with Roundtable; and Brock Pierce, Tether co-founder and early Bitcoin visionary.
A definitive settlement has been signed by the events, RYVYL is presently a completely working, NASDAQ listed firm (RVYL). Closing stays topic to shareholder approval and normal regulatory assessment. The proxy assertion to approve the merger is predicted to be mailed in October, with a shareholder assembly deliberate for This autumn 2025. The annual shareholder assembly was already scheduled for October thirtieth, 2025, the place reverse cut up and different points included within the prior proxy assertion are anticipated to be permitted.
Upon closing of the merger:
James Heckman will grow to be CEO
Walton Comer will grow to be Chairman, main board of seven
George Oliva will stay as EVP/Finance and Chief Accounting Officer, reporting to Heckman
The corporate will change its identify to RTB Digital, Inc., doing enterprise as “Roundtable”
Six administrators will probably be appointed by RTB, and impartial director Brett Moyer retained; all different incumbent administrators of RYVYL will step down.
Roundtable is a Web3, digital media SaaS pPlatform firm, offering white-label, full stack distribution, neighborhood, publishing and monetization for skilled media manufacturers, {and professional} journalists – fortified and powered by a Bitcoin liquidity pool built-in into the pPlatform. Go to RTB.io.
RYVYL Inc. (NASDAQ: RVYL) operates a digital fee processing enterprise enabling transactions across the globe. By leveraging digital fee know-how for various worldwide markets, RYVYL supplies fee options for underserved markets. RYVYL has developed functions enabling an end-to-end suite of turnkey monetary merchandise with enhanced safety and information privateness, world-class identification theft safety, and speedy velocity to settlement. www.ryvyl.com
This press launch contains info that constitutes forward-looking statements throughout the that means of Part 27A of the Securities Act of 1933, as amended, and Part 21E of the Securities Alternate Act of 1934, as amended. These forward-looking statements are based mostly on the Firm’s present beliefs, assumptions and expectations concerning future occasions, which in flip are based mostly on info presently accessible to the Firm. Such forward-looking statements embody statements which might be characterised by future or conditional phrases resembling “could,” “will,” “anticipate,” “intend,” “anticipate,” “imagine,” “estimate” and “proceed” or comparable phrases. You need to learn statements that include these phrases rigorously as a result of they focus on future expectations and plans, which include projections of future outcomes of operations or monetary situation or state different forward-looking info.
By their nature, forward-looking statements tackle issues which might be topic to dangers and uncertainties. A wide range of elements may trigger precise occasions and outcomes to vary materially from these expressed in or contemplated by the forward-looking statements. Threat elements affecting the Firm are mentioned intimately within the Firm’s filings with the SEC. The Firm undertakes no obligation to publicly replace or revise any forward-looking assertion, whether or not because of new info, future occasions or in any other case, besides to the extent required by relevant legal guidelines. These forward-looking statements embody, however should not restricted to, statements concerning the proposed merger between the Firm and the goal (the “Events”), the anticipated closing of the proposed merger and the timing thereof and as adjusted descriptions of the post-transaction firm and its operations, methods and plans, together with the administration crew and board of administrators of the Firm following the consummation of the merger (the “Mixed Firm”). There are a selection of dangers and uncertainties that would trigger precise outcomes to vary materially from the forward-looking statements included on this press launch. These embody: the danger that the Events’ companies won’t be built-in efficiently and the danger that price financial savings, synergies and development from the proposed merger might not be totally realized or could take longer to understand than anticipated; the likelihood that stockholders of the Firm could not approve the issuance of recent shares of Firm widespread inventory within the merger or that stockholders of the Firm could not approve the merger; the danger {that a} situation to the closing of the merger might not be happy, that both occasion could terminate the definitive settlement or that the closing of the merger may be delayed or could not happen in any respect; potential hostile reactions or modifications to enterprise or worker relationships, together with these ensuing from the announcement or completion of the merger; the danger that the events don’t obtain regulatory or different approvals of the merger; the prevalence of some other occasion, change, or different circumstances that would give rise to the termination of the merger settlement or modifications to the transactions; the danger that modifications within the Firm’s capital construction and governance may have hostile results in the marketplace worth of its securities; the flexibility of the Events to retain prospects and retain and rent key personnel and keep relationships with their suppliers and prospects and on the Events’ working outcomes and enterprise typically; the danger the merger may distract the respective managements of the Events from ongoing enterprise operations or trigger the Events to incur substantial prices; impacts on the Events’ plans for worth creation and strategic benefits, market dimension and development alternatives, regulatory situations, aggressive place and the curiosity of different firms in comparable enterprise methods, technological and market developments, future monetary situation and efficiency and anticipated monetary impacts of the merger; the danger that the Events could also be unable to scale back bills or entry financing or liquidity; the affect of any financial downturn; the danger of modifications in governmental rules or enforcement practices; and different vital elements that would trigger precise outcomes to vary materially from these projected and people threat elements mentioned in paperwork of the Firm filed, or to be filed, with the SEC which might be or will probably be accessible on the Firm’s web site at www.ryvyl.com and on the web site of the SEC at www.sec.gov.
RYVYL intends to file with the Securities and Alternate Fee (the “SEC”) a registration assertion on Type S-4 (as could also be amended, the “Registration Assertion”), which can embody a preliminary proxy assertion of RYVYL reference to the proposed merger between RYVYL and RTB pursuant to the definitive merger settlement. The definitive proxy assertion and different related paperwork will probably be mailed to stockholders of RYVYL as of a file date to be established for voting on the proposed merger. STOCKHOLDERS OF RYVYL AND OTHER INTERESTED PARTIES ARE URGED TO READ, WHEN AVAILABLE, THE PRELIMINARY PROXY STATEMENT, AND AMENDMENTS THERETO, AND THE DEFINITIVE PROXY STATEMENT IN CONNECTION WITH RYVYL’S SOLICITATION OF PROXIES FOR THE SPECIAL MEETING OF ITS STOCKHOLDERS TO BE HELD TO APPROVE THE PROPOSED MERGER BECAUSE THESE DOCUMENTS WILL CONTAIN IMPORTANT INFORMATION ABOUT RYVYL, RTB AND THE PROPOSED Merger . Stockholders may also have the ability to get hold of copies of the Registration Assertion and the proxy assertion/prospectus, with out cost, as soon as accessible, on the SEC’s web site at www.sec.gov or by directing a request to:
Richard Land, Alliance Advisors Investor Relations