Ryvyl Inc. (RVYL)
NASDAQ: RVYL · Real-Time Price · USD
7.07
+1.00 (16.47%)
At close: May 1, 2026, 4:00 PM EDT
7.40
+0.33 (4.67%)
After-hours: May 1, 2026, 4:26 PM EDT
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EGM 2026

Mar 25, 2026

George Oliva
Interim CEO, CFO, and Director, Ryvyl Inc

Good afternoon, and welcome to the postponed special meeting of stockholders of Ryvyl Inc. Thank you all for joining us today. I am George Oliva, Interim CEO and CFO, and a Director of Ryvyl Inc. I'll be serving as the Chair of today's special meeting of stockholders. Jasmine Farrington will serve as Secretary of the meeting. We are pleased to again conduct this special meeting virtually, allowing shareholders worldwide to participate conveniently. Please note that this meeting is being recorded. However, no one attending via the webcast or telephone is permitted to use any audio recording devices. Today's meeting is a continuation of the March 18, 2026 meeting to vote on the proposed merger transaction with RTB Digital, Inc. and certain related matters described in our definitive proxy statement on Schedule 14A, filed with the Securities and Exchange Commission.

At the March 18th session, I reviewed the affidavits for the proof of notice having been sent or made available to stockholders and the affidavit of the Inspector of Elections certifying having a quorum for the meeting. These continue to be in effect for this continuation of the meeting. A full explanation of the rules of conduct for this meeting can be found in the virtual meeting portal located in the Meeting Materials section. I have served as a Director of Ryvyl since September 2025. I will now introduce the other members of the Board who are with us today at today's meeting. Brett Moyer has served as one of our Directors since June 2025. He chairs our Audit Committee and serves on the Nomination Committee. Gene Jones has served as one of our Directors since September 2025.

He chairs our Compensation Committee and serves on our Nomination Committee. Tod Browndorf has served as one of our Directors since September 2025. He serves on our Compensation and Nominating Committees. We are also joined by a representative of our outside counsel who has assisted us with the merger and proxy process, including Andrew Hudders of Spencer Fane. In addition, the company has appointed Broadridge Financial Solutions to act as Inspector of Election. Mr. Andrew Wilcox from Broadridge has taken the oath to faithfully perform his duties in accordance with applicable corporate law and SEC requirements. From a review of the voting to date and time, it appears that we have a quorum for the meeting to be held.

We have still not yet obtained the required 50% plus one shareholder votes needed to approve the first and principal item of business before the meeting. To date, we have received votes representing approximately 45% of the shares entitled to vote, with approximately 99% of those cast in favor of the approval and adoption of the agreement and plan of merger, dated as of September 28, 2025, as amended by and among Ryvyl Inc., RYVYL Merger Sub Inc., and RTB Digital, Inc., and the transactions contemplated thereby. The third item of business before the meeting was a proposal to permit an adjournment of this meeting to provide additional time to solicit shareholders to vote on matters before the meeting. This third proposal remains approved by shareholders.

Therefore, under that proposal, this special meeting again is being held open and adjourned to enable management to continue to solicit shareholders to either change their vote as it stands now or to obtain additional votes in respect to the merger proposal described heretofore at this meeting. Given the positive results and progress we have made on the vote to approve the merger proposal during the last week, management and the Board have made the decision to hold this meeting open for five days to give the remaining shareholders time to submit their votes. The meeting is hereby held open until Monday, 4:00 P.M. Eastern Time on March 30, 2026. The record date for those eligible to vote will continue to be February 6, 2026.

The company will be filing a press release and current report on Form 8-K with the SEC to announce the new meeting date and time. To change your vote and attend the virtual meeting on March 30, 2026, you should continue to use the codes and internet access URL previously provided. These are not changing. There being no further business to come before the special meeting of stockholders at this time, this meeting is now held open and adjourned to the new date of the meeting. On behalf of the Board of Directors and management of Ryvyl, thank you for your time and, most importantly, your continued support. Have a good evening, thank you.

Operator

This conference is now concluded. Thank you for attending today's presentation. You may now disconnect.

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