RTB Digital, Inc.
1419275
May 21, 2026, 08:05 PM
0001185185-26-002057
Items (5)
Item 2.01 Completion of Acquisition or Disposition of Assets. To the extent required by Item 2.01 of Form 8-K, the information contained in (or incorporated by reference into) the disclosure set forth in the “ Introductory Note Certain directors of the Company had a pre-existing material relationship with RTB, including those that involved a potential or actual conflict of interests, as described in the section titled “ Interests of the RTB Directors and Executive Officer in the Merger” on page 68 of the Company’s proxy statement/prospectus filed with the SEC on January 30, 2026 (the “ Prospectus”).
Item 5.01 Changes in Control of Registrant. To the extent required by Item 5.01 of Form 8-K, the information contained in (or incorporated by reference into) the disclosure set forth in the “ Introductory Note In accordance with the terms of the Merger Agreement, each of the directors of the Company who would not be continuing as a director after the completion of the Merger resigned from the Board of Directors of the Company (the “ Board”) and any respective committees of the Board to which they belonged as of the closing of the Merger. In connection with the Merger, the size of the Board post-Merger was changed to seven members, and the Board was reconstituted as follows: James Heckman, Chief Executive Officer and Director; Alykhan (Aly) Madhavji, Chief Financial Officer and Director; Walton Comer, Director and Chairman of the Board; Michael Alexander, Director; David Bailey, Director Brett Moyer, Director who did not resign; and ───────────────────────────────────────────────── Steven Fletcher, Director who did not resign. Mr. Fletcher was appointed to the Board of the pre-merger company in March 2026, as an independent director and a member of the audit committee to satisfy the listing requirements of the Nasdaq Stock Market applicable to the Capital Market. Each of the current directors will serve until the next annual meeting of shareholders at which the members of the Board stand for election or until such director’s earlier death, resignation, or removal or until such director’s successor is duly elected and qualified.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. To the extent required by Item 5.02 of Form 8-K, the information contained in (or incorporated by reference into) the disclosure set forth in the “ Introductory Note Resignation of Directors Pursuant to the Merger Agreement, effective May 15, 2026, Messrs. Gene Jones and Tod Browndorf, resigned from the Board and any respective committees of the Board to which they belonged, which resignations were not the result of any disagreements with the Company relating to the Company’s operations, policies or practices. Additionally, effective May 15, 2026, Mr. George Oliva resigned from the Board and any committees of the Board to which he belonged, which resignation was not the result of any disagreements with the Company relating to the Company’s operations, policies or practices; however Mr. Oliva continued as an officer of the Company as Chief Accounting Officer. Appointment of Officers As of May 21, 2026, the Board appointed James Heckman as the Chief Executive Officer, Aly Madhavji as the Chief Financial Officer, George Oliva as the Chief Accounting Officer, and William Sornsin as the Chief Operating Officer. Mr. Zechariah (Zack) Kirscher continues as the Vice President Legal. Mr. George Oliva is employed under an employment agreement effective as of the consummation of the Merger. A description of the employment agreement is included in the Prospectus in the section “ George Oliva Employment Agreement, The biographies of the aforementioned executive officers are included in the Prospectus in the section titled “ Management Following the Merger Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers” RTB Executive Compensation RTB Director Compensation Committees of the Board On and as of May 21, 2026, the Board appointed its members to join the Audit, Compensation, and Nominating and Corporate Governance Committee, as illustrated in the table below. Audit Committee: Steven Fletcher (Chairman), Michael Alexander, and Brett Moyer, each of whom is currently believed to be “independent” as defined under section 5605(a)(2) of the Nasdaq Listing Rules. In addition, the board of directors has determined that each of Michael Alexander and Steven Fletcher is an “audit committee financial expert” as defined in Item 407(d)(5)(ii) of Regulation S-K promulgated under the Securities Act. Compensation Committee: Walton Comer (Chairman) and Steven Fletcher, each of whom we believe to be “independent” as defined in section 5605(a)(2) of the Nasdaq Listing Rules. Nominations Committee: David Bailey (Chairman) and Michael Alexander, each of whom we believe to be “independent” as defined in section 5605(a)(2) of the Nasdaq Listing Rules. Indemnification Agreement Following the Closing Date, the Company intends to enter into its standard form of indemnification agreement with its directors, the description of which is hereby incorporated by reference to the Prospectus, including from page 149 thereof.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. To the extent required by Item 5.03 of Form 8-K, the information contained in (or incorporated by reference into) the disclosure set forth in the “ Introductory Note
Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit No. Name of Exhibit 104* Cover Page Filed or furnished herewith SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. RYVYL Inc. By: /s/ James Heckman Name: James Heckman Title: Chief Executive Officer Dated: May 21, 2026