Roundtable CEO James Heckman Executes $75M Merger Agreement with RYVYL to Power Web3 Digital Media Platform on a Bitcoin Treasury Ecosystem

SAN DIEGO, CA, Sept. 30, 2025 — RYVYL Inc. (NASDAQ: RVYL) (“RYVYL” or the “Company”) today announced it has signed a definitive agreement to merge with privately-held RTB Digital, Inc. (“Roundtable”), a Web3 digital media SaaS technology company, providing white-label, full stack distribution, community, publishing and monetization for major media brands and journalists. Roundtable’s brand, technology and SaaS network will combine with RYVYL’s digital payment infrastructure, to accelerate revenue and distribution growth for Roundtable’s premium media clients, such as Yahoo, TheStreet and Paris Saint-Germain (PSG) European Football Club. The transaction is anticipated to close by year end 2025, subject to RYVYL stockholders’ approval and other customary closing conditions.

The proposed merger synchronizes the two companies’ SaaS-powered treasury strategy, designed to provide instant, decentralized liquidity for clients and balance sheet support for innovation. Serial media platform pioneer and Roundtable founder James Heckman will be the CEO of the combined company at close of the transaction, while RYVYL’s board has named current CFO George Oliva as interim CEO and Chairman during the transition period. RYVYL’s current CEO announced his retirement and will assist in the transition during a 6 month consulting period.

Senior Technology Executives

Heckman brings his world-class team of technology and Blockchain visionaries, including Eyal Hertzog, Bancor founder and inventor and patent holder of key Decentralized Finance (“DeFi”) protocol including automated market-making and liquidity pool, as well as the inventor of the first social video recommendation algorithm as founder of MetaCafe. Heckman and Hertzog have teamed up to create the only large-scale, blockchain-based, professional media platform, including a decentralized payment system that allows publishers to “self-pay,” and control their own data, audiences and IP. Heckman also recruited long-time partner Bill Sornsin, former senior product leader from Microsoft and co-architect of five prior platforms alongside Heckman.

Visionary Partners and Board Members

Roundtable co-founders and strategic partners include: incoming Chair Walton Comer, XBTO co-founder, Lucid Holdings co-founder, which sold to CINT for over $1 billion, and founding investor of Deribit, which recently sold to Coinbase for over $3 billion; Aly Madhavji, Managing Partner of Blockchain Founders Fund, which has made over 100 blockchain investments; David Bailey, CEO of Nakamoto; Mike Alexander, former CEO of Jefferies Asia and Bullish Board member; W. Graeme Roustan, NHL entrepreneur and former chair of Bauer, who was the first to transition his media company on-chain with Roundtable; and Brock Pierce, Tether co-founder and early Bitcoin visionary.

Global Commercial Traction with Major Brands

Roundtable has an already up and running ecosystem of millions of consumers, 7-figure revenue, major media partners and clients, as well as a world-class team of technology, Bitcoin/Crypto and financial pioneers. The senior leadership team has been on the cutting edge of invention and innovation for over 30 years, with a track record of architecting global-scale, SaaS media platforms and ecosystems for some of the world’s most recognized technology and media brands, including Yahoo, News Corp, AOL, MSN, Myspace, Sports Illustrated and the NFL. Roundtable is partnered with Yahoo, Miss World, PSG Football and over 150 sports journalists around the globe, generating millions of viewers and revenue. This is a “premium media” marketplace, and Roundtable’s mission is to help that economy grow with the help of their blockchain-based tech platform, driven by a Bitcoin treasury.

Heckman noted, “In advance of the public merger with RYVYL, we’ve recently raised $33 million in new capital to support our digital platform to integrate millions of users into our media liquidity pool, designed to autonomize payments, modernize publishing infrastructure and empower the next generation of global media brands.”

Oliva said, “This transaction reflects a deliberate, long-term approach to integrating digital assets, and our planned merger partner pledged to contribute over $30 million BTC to our treasury. Bitcoin is a promising reserve asset class that complements our goal of strengthening our balance sheet to position the company for growth digital media platform innovation. This shift marks an evolution in RYVYL’s vision, realigning our operations toward digital asset infrastructure and blockchain adoption. While our legacy operations will remain active, emphasis will shift to supporting the RTB digital platform.”

Oliva continued, “Founder Fredi Nisan drove innovations in our technology platform and scaled operations in multiple global markets. We thank him for his vision and years of dedicated service.”

Summary of the Merger Agreement

Based on an agreed $41.25 million pre-money enterprise value of the combined companies, upon closing and subject to additional financing transactions, initial ownership participation is expected to be:

• 15.15% RYVYL stockholders and 84.85% RTB stockholders.
• Additional $33 Million already completed and in the treasury, will equally dilute all shareholders, post merger.

Future financing transactions will proportionately dilute both parties.

Closing is subject to customary conditions and approval by the stockholders of RYVYL. The proxy is expected to be mailed in October, with the RYVYL stockholders’ meeting to be held in Q4, 2025. Upon closing:

• Heckman will become CEO, with Comer as Chairman;
• Oliva will be retained as EVP/Finance and Chief Accounting Officer reporting to Heckman;
• The company will change its name to RTB Digital, Inc, doing business as “Roundtable”; and
• RTB will appoint 6 new directors and retain independent director Brett Moyer; all other incumbent directors of RYVYL will step down.

About James Heckman, CEO

James Heckman founded and led Maven (NYSE: AREN), which grew into a nine-figure, NYSE public company providing publishing, distribution and monetization for 300 brands, including Sports Illustrated, Maxim, History.com, and TheStreet, and reaching over 150 million users monthly. Previously James served as head of global media strategy for Yahoo! responsible for market-changing digital ad coalition between MSN, Yahoo, AOL and dozens of major brands; Chief strategy officer at Fox Digital, where he architected the first social-targeted ad platform for Myspace, launched as a $1 billion ad alliance between Google and Myspace and was instrumental in Hulu’s original business architecture. Heckman is the founder of several major media ventures, including Rivals.com (sold to Yahoo), Scout.com (sold to Fox), 5to1.com (sold to Yahoo) founder/CEO of the online advertising platform 5to1.com (public, then sold to Yahoo); CSO of Zazzle.com (grew to 9-figure business); and founder, president and publisher of NFL Exclusive, official NFL publication network. Rivals, Scout and 5to1 were groundbreaking initiatives that coalesced market-leading independent publishers into single-platform SaaS networks, leveraging high-level operational efficiencies and mass scale of SaaS coalitions.

Financial Advisors

Maxim Group LLC served as financial advisor for RYVYL.

Legal Advisors

Ellenoff Grossman & Schole LLP served as legal counsel for RYVYL, and Zuber Lawler LLP served as legal counsel for RTB.

About RTB Digital, Inc.

Roundtable (RTB Digital, Inc.) is a Web3 digital media SaaS technology company, providing white-label, full stack distribution, community, publishing and monetization for professional media brands, journalists and communities – fortified and powered by a Bitcoin liquidity pool integrated into the platform. Visit RTB.io.

About RYVYL

RYVYL Inc. (NASDAQ: RVYL) was born from a passion for empowering a new way to conduct business-to-business, consumer-to-business, and peer-to-peer payment transactions around the globe. By leveraging electronic payment technology for diverse international markets, RYVYL is a leading innovator of payment transaction solutions reinventing the future of financial transactions. Since its founding as GreenBox POS in 2017 in San Diego, RYVYL has developed applications enabling an end-to-end suite of turnkey financial products with enhanced security and data privacy, world-class identity theft protection, and rapid speed to settlement. www.ryvyl.com

IR Contact:
David Barnard, Alliance Advisors Investor Relations, 415-433-3777, ryvylinvestor@allianceadvisors.com

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