Good afternoon, and welcome to the continuation of the Special Meeting of Stockholders of RYVYL Inc. Thank you all for joining us today. I am George Oliva, Interim CEO, CFO, and a Director of RYVYL. I will 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 webcast or telephone is permitted to use any audio recording device. Today's meeting was called and then adjourned until today to request your 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.
I will begin with introductions, then review the proof of notice and quorum, and then move to the formal proposals and voting procedures. 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 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 committee.
We're also joined by representatives 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 the election. Mr. Andrew Wilcox from Broadridge has taken the oath to faithfully perform his duties in accordance with applicable corporate law and SEC requirements. The board of directors fixed February 6th, 2026, as the record date for determining stockholders entitled to vote at this meeting. An affidavit has been delivered attesting to the fact that either a notice of internet availability of proxy materials for the special meeting and the proxy statement or the proxy materials themselves were made available on or about February 17th, 2026. The affidavit will be incorporated into the minutes of the meeting.
The stockholder list shows that as of the record date, there were 1,266,631 shares of common stock outstanding and 50,000 shares of Series C preferred stock outstanding and entitled to vote the equivalent of 205,775 shares at this meeting. The inspector of election has reported that stockholders owning at least 33.3 3% of the voting power entitled to vote are present in person or by proxy, which constitutes a quorum for the transaction of business at this special meeting under our bylaws and Nevada law. Accordingly, it's approximately 4:00 P.M. Eastern Standard Time on April 1st, and this meeting is hereby called to order.
A copy of the notice of special meeting, the definitive proxy statement, including all supplements thereto, and the form of proxy, as well as the affidavit of distribution of Broadridge Financial Solutions, shall be made part of the record of this meeting. Before proceeding to formal proposals, I will review the meeting agenda and procedures for voting. This is a virtual stockholder meeting. The meeting agenda is available on the homepage of the portal you are using to attend this meeting at www.virtualshareholdermeeting.com/rvyl2026sm. This meeting will proceed in accordance with that agenda. Voting is permitted during the meeting. If you have already voted by proxy and do not wish to change your vote, your vote will be cast as you previously instructed, and no further action is required.
If you are a record holder and wish to change your vote or did not return a proxy and wish to cast your vote now or have not cast your vote, you may cast your vote by electronic ballot through the meeting website at this or any time until I declare the polls closed. The results of the voting on the proposals will be announced at the end of the meeting, and the final vote totals will be reported in a current report on Form 8-K to be filed with the Securities and Exchange Commission within four business days. Please note that any non-historical statements made today by me or other company representatives are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995.
Actual results could differ materially and adversely from those expressed or implied by such statements due to various risks and uncertainties, including those described in our most recent annual report on Form 10-K and quarterly reports on Form 10-Q and current reports on Form 8-K and the merger-related risk factor disclosures contained in the proxy statement for this special meeting. We urge you to review these SEC filings, which are available on our website and on the SEC's website. The company expressly disclaims any obligation to update any forward-looking statements made during this meeting, except as required by law. I would also like to remind everyone that this meeting is not a forum for the purposes of the SEC's Regulation FD. Also, as a special meeting, no business may be undertaken other than the two matters discussed in the proxy statement.
I now declare the polls open for voting on the term, on the items of today's agenda. I will turn to the discussion of the first item of business. The first and principal item of business before the meeting is the approval and adoption of the agreement and plan of merger, dated as of September 28, 2025, as amended by Amendment No. 1 and Amendment No. 2, which we collectively refer to as the merger agreement by and among RYVYL Inc and RYVYL Merger Sub, Inc and RTB Digital, Inc, and the transactions contemplated thereby, including the merger of RYVYL Merger Sub, Inc with and into RTB Digital, Inc, with RTB Digital as a surviving and as a wholly owned subsidiary of RYVYL.
The second item of business before the meeting is to approve an amendment to the RYVYL amended and restated articles of incorporation, as amended to effect the change of the name from RYVYL to RTB Digital, Inc. The final item of business asks stockholders to approve the adjournment of the special meeting if necessary and appropriate, to solicit additional votes if there are insufficient votes at the time of the special meeting to approve Proposal 1 and/or Proposal 2. If you have not already done so and wish to vote or change your vote, please do so now. I will provide a 30-second pause to allow any final electronic votes to be submitted. There being no further ballots to be cast, I now declare the polls closed. The Inspector of Election will tabulate the votes cast on each proposal. I have received the preliminary report of the Inspector of Election.
Based on that report, I am pleased to announce that the following preliminary results of today's voting. Proposal 1, approval and adoption of the merger agreement and the merger has been approved by the shareholders. Proposal 2, approval of amending our amended and restated articles of incorporation to effect the name change to RTB Digital, Inc, which implementation is contingent on proposal 1 being approved, has been approved by shareholders. Proposal 3, the adjournment proposal, has been approved by stockholders. The final report of the Inspector of Election will be filed with the minutes of this meeting. The final tabulation of these votes will appear in our required Form 8-K to be filed with the Securities and Exchange Commission. There being no further business to come before the special meeting of the stockholders, this meeting is now adjourned.
On behalf of the Board of Directors and management of RYVYL Inc, thank you for your time and, most importantly, your continued support. Have a good afternoon and evening.
The meeting has now concluded. Thank you for your participation.