Stockholders’ Equity |
6 Months Ended | |||
|---|---|---|---|---|
Jun. 30, 2026 | ||||
| Stockholders' Equity Note [Abstract] | ||||
| Stockholders’ Equity |
As described in Note 3, Business Combination, on May 12, 2026, the Company closed its merger with Ryvyl Inc., which was accounted for as a reverse acquisition. Under ASC 805, RTB Digital, Inc. was determined to be the accounting acquiror, and Ryvyl Inc. was the legal acquiror. Accordingly, the historical condensed consolidated financial statements presented prior to the merger date reflect the historical financial position and results of operations of RTB Digital, Inc. However, the capital structure (including the number of shares of common stock, preferred stock, and par value) for all prior periods presented has been retroactively restated to reflect the capital structure of Ryvyl Inc. based on the exchange ratio established in the merger agreement. The historical accumulated deficit of RTB Digital, Inc. has been carried forward.
Common Stock
As of June 30, 2026, the Company was authorized to issue a total of 500,000,000 shares of common stock, par value $0.001 per share.
As of June 30, 2026, and December 31, 2025, there were 13,301,694 and 4,165,106 shares of common stock issued and outstanding, respectively (retroactively adjusted to reflect the reverse acquisition).
Each share of common stock entitles the holder to one vote on all matters submitted to a vote of stockholders. Common stockholders are entitled to receive dividends when, as, and if declared by the Board of Directors out of funds legally available therefore, subject to the prior rights of any preferred stock that may be outstanding.
In connection with the merger on May 12, 2026, the Company issued 1,291,088 shares of common stock with an acquisition-date fair value of $10.083 million as part of the total merger consideration.
Warrants liabilities assumed upon business combination
In July 2025, Ryvyl Inc. issued common warrants in connection with a public offering. Per the warrant agreements, upon the consummation of the merger, the warrant holders had the option to settle the warrants in cash based on the Black-Scholes calculation. The Black-Scholes value associated with the warrants was included in the liabilities assumed by the Company in connection with the merger on May 12, 2026. As further described in Note 17, Subsequent Events, subsequent to the closing of the merger, the warrant holders and the Company agreed to enter into modification agreements to amend and settle the original warrants.
The Company evaluated the accounting implications of the warrant amendments under ASC 815-40 and determined that they met the criteria for equity classification. As such, immediately prior to reclassification to equity on June 30, 2026, the warrant liabilities were remeasured to their aggregate fair value of $4.90 million, with the resulting change in fair value of $2.72 million recognized in the interim condensed consolidated statements of operations. The remeasured fair value of $4.90 million was subsequently reclassified from warrant liabilities to Additional Paid-in Capital at June 30, 2026. Following the reclassification and subsequent cashless exercise, no residual warrant liability remained outstanding as of June 30, 2026.
September 2025 Convertible Notes and Warrants
During September 2025, the Company received proceeds of $30.15 million in exchange for certain convertible notes (the “September 2025 Convertible Notes”) and warrants with certain investors. The proceeds consisted of cash of $15.0 million, USDC of $15.0 million, and the conversion of an existing accounts payable balance in the amount of $0.15 million. The total proceeds of $30.15 million were allocated as $30.145 million to the convertible notes and $0.005 million to the warrants.
Per the agreements, the September 2025 Convertible Notes bore interest at a rate of 12% per annum, with interest accruing in full beginning on the issuance date. However, the principal and interest accrued on the September 2025 Convertible Notes was not to be repaid in cash. All outstanding principal and accrued interest were to automatically convert into shares of the pre-merger Company’s Class B common stock upon the earliest occurrence of (i) the respective maturity date, (ii) the closing of a qualifying equity financing resulting in aggregate proceeds of at least $20.0 million, or (iii) the occurrence of a qualifying corporate transaction, as defined in the agreements. The conversion price was fixed at $2.55 per share of the pre-merger Company, subject to customary adjustments for stock splits and similar transactions. The number of warrants issued was equal to 20% of the respective principal of the notes divided by the exercise price, which was equal to $2.55 per share of the pre-merger Company. The warrants expired one year from the issuance date and were legally detachable and separately exercisable from the September 2025 Convertible Notes.
Management evaluated the September 2025 Convertible Notes and the related warrants in accordance with applicable accounting guidance, including ASC 470, ASC 480, and ASC 815. Based on this evaluation, the Company concluded that (i) the automatic conversion feature embedded in the September 2025 Convertible Notes does not require bifurcation as a derivative, (ii) the warrants qualify as freestanding financial instruments that are indexed to the Company’s own stock and meet the criteria for equity classification, and (iii) settlement of the September 2025 Convertible Notes and warrants does not require or permit unilateral cash settlement by the holders. Accordingly, the Convertible Notes and warrants were classified within stockholders’ equity as additional paid-in capital.
The merger between Company and Ryvyl Inc., effective May 12, 2026, was deemed to represent a qualifying corporate transaction, as defined in the agreements, resulting in the automatic conversion of the entire principal and all interest accrued on the September 2025 Convertible Notes and related warrants, into shares of common stock and warrants of the post-merger Company. In connection with the conversions, the Company issued a total of 7,688,755 shares of common stock and 1,537,752 warrants during the quarter ended June 30, 2026. |