Overview
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- TickerRTB on Nasdaq1
- IndustryServices-Management Consulting Services1
- HeadquartersSan Diego, California1
- Incorporated inNV2
- Business address3131 Camino Del Rio North, Suite 1400, San Diego, Ca 921082
- Filer categoryNon-accelerated filer, Smaller reporting company2
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(the “Monetization Solutions” and, together with the Platform, the “Platform Services”).4 From its latest annual report
Financials
From the company’s reports to the SEC. Every number links to the filing it came from.
Key numbers, fiscal 2025
Where the money goes
Where each dollar of revenue went, fiscal 2025
- Cost of revenue52¢$5.8M
- Research and development5¢$559.0K
- Other costs40¢$4.4M
- Income tax3¢$318.0K
Out of $11.1M in revenue.5 The company lost money this year.
Financial statements
Every line of the income statement as filed: the last 2 fiscal years, latest first.5
| Period ending | 2025-12-31 | 2024-12-31 |
|---|---|---|
| Revenue | $11.1M | $18.2M |
| Cost of revenue | $5.8M | $10.8M |
| Gross profit | $5.3M | $7.4M |
| Research and development | $559.0K | $3.8M |
| General and administrative | $4.4M | $3.0M |
| Payroll and payroll taxes | $5.2M | $9.6M |
| Professional fees | $3.3M | $4.3M |
| Stock compensation expense | $889.0K | $624.0K |
| Depreciation and amortization | $397.0K | $2.0M |
| Impairment of goodwill | $0 | $6.7M |
| Impairment of intangible assets | $1.8M | $3.0M |
| Restructuring charges | $1.9M | $1.6M |
| Total operating expenses | $18.5M | $34.6M |
| Loss from operations | -$13.1M | -$27.2M |
| Interest expense | -$1.8M | -$869.0K |
| Accretion of debt discount | -$150.0K | -$2.3M |
| Legal settlement expense | -$905.0K | -$2.1M |
| Other income (expense), net | $260.0K | -$330.0K |
| Total other expense, net | -$2.6M | -$5.5M |
| Loss from continuing operations before income taxes | -$15.7M | -$32.7M |
| Provision for income taxes | $318.0K | $390.0K |
| Net loss from continuing operations | -$16.1M | -$33.1M |
| (Loss) income from discontinued operations, net of tax | -$1.5M | $6.3M |
| Net loss | -$17.5M | -$26.8M |
| Foreign currency translation gain (loss) | $1.3M | -$1.7M |
| Total comprehensive loss | -$16.3M | -$28.5M |
| Basic (in Dollars per share) | -$29.33 | -$140.25 |
| Diluted (in Dollars per share) | -$29.33 | -$140.25 |
| Basic (in Shares) | 597.5K shares | 191.3K shares |
| Diluted (in Shares) | 597.5K shares | 191.3K shares |
No quarter-by-quarter statement was filed.
Every line of the balance sheet as filed: the last 3 fiscal years (annual) or 3 quarters (quarterly), latest first.5
| Period ending | 2025-12-31 | 2024-12-31 | 2023-12-31 |
|---|---|---|---|
| Cash | $7.4M | $2.6M | |
| Restricted cash | $7.0K | $89.4M | |
| USDC | $1.5M | $0 | |
| Accounts receivable, net of allowance for credit losses of $34 and $206, respectively | $1.1M | $1.1M | |
| Prepaid and other current assets | $1.1M | $2.3M | |
| Total current assets | $11.1M | $95.4M | |
| Goodwill | $0 | $18.9M | |
| Intangible assets, net | $255.0K | $1.8M | |
| Operating lease right-of-use assets, net | $1.4M | $3.4M | |
| Other assets | $308.0K | $2.8M | |
| Total non-current assets | $2.0M | $26.9M | |
| Total assets | $13.1M | $122.3M | |
| Accounts payable | $2.2M | $3.5M | |
| Accrued liabilities | $6.6M | $8.1M | |
| Payment processing liabilities, net | $418.0K | $90.8M | |
| Current portion of operating lease liabilities | $705.0K | $839.0K | |
| Other current liabilities | $16.0K | $240.0K | |
| Total current liabilities | $10.0M | $103.5M | |
| Long term debt, net of debt discount of $0 and $1,556, respectively | $613.0K | $17.4M | |
| Operating lease liabilities, less current portion | $1.8M | $2.9M | |
| Total liabilities | $12.4M | $123.8M | |
| Common stock, par value $0.001, 100,000,000 shares authorized; 1,037,457 and 229,495 shares issued and outstanding at December 31, 2025 and 2024, respectively | $36.0K | $8.0K | |
| Additional paid-in capital | $197.6M | $179.2M | |
| Accumulated other comprehensive income | $0 | -$1.3M | |
| Accumulated deficit | -$196.9M | -$179.4M | |
| Total stockholders equity/(deficit) | $668.0K | -$1.5M | $23.5M |
| Total liabilities and stockholders equity | $13.1M | $122.3M | |
| Accounts receivable, allowance for credit losses | $34.0K | $206.0K | |
| Long term debt, net of debt discount | $0 | $1.6M | |
| Common stock, par value (in Dollars per share) | $0.00 | $0.00 | |
| Common stock, shares authorized (in Shares) | 100.0M shares | 100.0M shares | |
| Common stock shares issued (in Shares) | 1.0M shares | 229.5K shares | |
| Common stock, shares outstanding (in Shares) | 1.0M shares | 229.5K shares |
| Period ending | 2025-12-31 | 2024-12-31 | 2023-12-31 |
|---|---|---|---|
| Cash | $7.4M | $2.6M | |
| Restricted cash | $7.0K | $89.4M | |
| USDC | $1.5M | $0 | |
| Accounts receivable, net of allowance for credit losses of $34 and $206, respectively | $1.1M | $1.1M | |
| Prepaid and other current assets | $1.1M | $2.3M | |
| Total current assets | $11.1M | $95.4M | |
| Goodwill | $0 | $18.9M | |
| Intangible assets, net | $255.0K | $1.8M | |
| Operating lease right-of-use assets, net | $1.4M | $3.4M | |
| Other assets | $308.0K | $2.8M | |
| Total non-current assets | $2.0M | $26.9M | |
| Total assets | $13.1M | $122.3M | |
| Accounts payable | $2.2M | $3.5M | |
| Accrued liabilities | $6.6M | $8.1M | |
| Payment processing liabilities, net | $418.0K | $90.8M | |
| Current portion of operating lease liabilities | $705.0K | $839.0K | |
| Other current liabilities | $16.0K | $240.0K | |
| Total current liabilities | $10.0M | $103.5M | |
| Long term debt, net of debt discount of $0 and $1,556, respectively | $613.0K | $17.4M | |
| Operating lease liabilities, less current portion | $1.8M | $2.9M | |
| Total liabilities | $12.4M | $123.8M | |
| Common stock, par value $0.001, 100,000,000 shares authorized; 1,037,457 and 229,495 shares issued and outstanding at December 31, 2025 and 2024, respectively | $36.0K | $8.0K | |
| Additional paid-in capital | $197.6M | $179.2M | |
| Accumulated other comprehensive income | $0 | -$1.3M | |
| Accumulated deficit | -$196.9M | -$179.4M | |
| Total stockholders equity/(deficit) | $668.0K | -$1.5M | $23.5M |
| Total liabilities and stockholders equity | $13.1M | $122.3M | |
| Accounts receivable, allowance for credit losses | $34.0K | $206.0K | |
| Long term debt, net of debt discount | $0 | $1.6M | |
| Common stock, par value (in Dollars per share) | $0.00 | $0.00 | |
| Common stock, shares authorized (in Shares) | 100.0M shares | 100.0M shares | |
| Common stock shares issued (in Shares) | 1.0M shares | 229.5K shares | |
| Common stock, shares outstanding (in Shares) | 1.0M shares | 229.5K shares |
Cash flow is reported year to date, not quarter by quarter, so there are no separate quarterly figures.
Every line of the cash flow as filed: the last 2 fiscal years, latest first.5
| Period ending | 2025-12-31 | 2024-12-31 |
|---|---|---|
| Net loss | -$17.5M | -$26.8M |
| Depreciation and amortization expense | $493.0K | $2.3M |
| Noncash lease expense | $889.0K | $143.0K |
| Stock compensation expense | $889.0K | $624.0K |
| Restricted common stock issued for compensation | $0 | $182.0K |
| Accretion of debt discount | $150.0K | $2.3M |
| Derecognition expense on conversion of convertible debt | -$176.0K | $600.0K |
| Changes in fair value of derivative liability | $0 | -$14.0K |
| Loss on sale of Ryvyl EU | $6.5M | $0 |
| Impairment of goodwill | $0 | $6.7M |
| Impairment of intangible assets | $1.8M | $3.0M |
| Restructuring charges | $1.9M | $1.6M |
| Loss on sale of property and equipment | $6.0K | $0 |
| Accounts receivable, net | -$38.0K | -$155.0K |
| Prepaid and other current assets | $515.0K | $664.0K |
| Cash due from gateways, net | $89.0K | $12.7M |
| Other assets | -$72.0K | -$160.0K |
| Accounts payable | -$1.1M | $1.7M |
| Accrued and other current liabilities | $301.0K | $1.5M |
| Accrued interest | $0 | $366.0K |
| Payment processing liabilities, net | -$17.6M | $14.0M |
| Net cash (used in) provided by operating activities | -$23.0M | $21.2M |
| Proceeds from sale of property and equipment | $4.0K | $0 |
| Purchases of property and equipment | -$79.0K | -$47.0K |
| Capitalized software development costs | -$1.1M | -$1.6M |
| Purchase of intangibles | -$233.0K | -$114.0K |
| Cash transferred in connection with the sale of Ryvyl EU | -$75.0M | $0 |
| Net cash used in investing activities | -$76.3M | -$1.8M |
| Repayments of convertible debt | -$13.0M | $0 |
| Repayments of long-term debt | -$5.0K | -$12.0K |
| Tax withholdings related to net settlement of equity awards | -$24.0K | -$229.0K |
| Proceeds from short-term note payable | $15.0M | $0 |
| Proceeds from issuance of common stock in public offering, net of issuance costs | $5.4M | $0 |
| Proceeds from common warrant exercises | $1.5M | $0 |
| Proceeds from issuance of Series C convertible preferred stock | $5.0M | $0 |
| Net cash provided by (used in) financing activities | $13.9M | -$241.0K |
| Effect of exchange rates in cash and restricted cash | $904.0K | -$430.0K |
| Net (decrease) increase in cash and restricted cash | -$84.6M | $18.7M |
| Interest | $155.0K | $300.0K |
| Income taxes | $761.0K | $848.0K |
No quarter-by-quarter statement was filed.
Corporate structure
RTB Digital, Inc. sits at the top of its group. 6 entities, 3 countries on record. Switch between the flow chart and the network, and select any entity to see its details.
Major holders of RTB Digital, Inc.
- Jason Christopher Dorsett Filed SCHEDULE 13D/A on RTB Digital, Inc., latest Sep 23, 2026 (3 filings since Jul 21, 2026)
- James Lamar Walton Comer Filed SCHEDULE 13D on RTB Digital, Inc., latest Jun 26, 2026
- S8 Global Fintech & Regtech Fund Filed SCHEDULE 13D/A on RTB Digital, Inc., latest Apr 15, 2026 (4 filings since Jun 20, 2025)
- Arena Investors Filed SCHEDULE 13G/A on RTB Digital, Inc., latest Feb 13, 2026 (3 filings since Jul 22, 2025)
- RTB DIGITAL INC. Filed SCHEDULE 13D/A on RTB Digital, Inc., latest Dec 8, 2025 (2 filings since Dec 5, 2025)
- Wendy Rae Dawson Filed SCHEDULE 13G/A on RTB Digital, Inc., latest Aug 15, 2025 (2 filings since Aug 15, 2025)
- CVI Investments, Inc. Filed SCHEDULE 13G/A on RTB Digital, Inc., latest Aug 14, 2025 (6 filings since Sep 2, 2022)
- Kenneth Haller Filed SC 13G on RTB Digital, Inc., latest May 10, 2022 (2 filings since May 10, 2022)
- RTB Digital, Inc. San Diego, California
- Charge Savvy LLC Subsidiary · Illinois, United States
- Europe Holdings OOD Subsidiary · Bulgaria
- Financial Ltd. Subsidiary · British Columbia, Canada
- Northeast Merchant Systems, Inc. Subsidiary · Massachusetts, United States
- Payment Systems, Inc. Subsidiary · Delaware, United States
Built from subsidiaries listed in Exhibit 21 of annual reports filed with the SEC; major holders from Schedules 13D and 13G. Each entity in the chart links to its source.
What it owns
What RTB Digital, Inc. reports owning in its annual reports to the SEC: buildings, land and equipment, real estate and locations, investments, intangible assets and inventory, at the end of its latest fiscal year and a year before.
Property and equipment
| Item | Latest | A year before | Change |
|---|---|---|---|
| Property and equipment, before depreciation | $379.0K5 Dec 31, 2025 | $609.0K5 Dec 31, 2024 | −37.8% |
| Accumulated depreciation | $312.0K5 Dec 31, 2025 | $444.0K5 Dec 31, 2024 | −29.7% |
| Property and equipment, net | $67.0K5 Dec 31, 2025 | $165.0K5 Dec 31, 2024 | −59.4% |
| Operating-lease assets (leased space) | $1.4M5 Dec 31, 2025 | $3.4M5 Dec 31, 2024 | −59.1% |
Investments
Intangibles and goodwill
| Item | Latest | A year before | Change |
|---|---|---|---|
| Goodwill | $05 Dec 31, 2025 | $18.9M5 Dec 31, 2024 | −100.0% |
| Intangible assets, net (excluding goodwill) | $255.0K5 Dec 31, 2025 | $1.8M5 Dec 31, 2024 | −85.8% |
| Finite-lived intangibles, gross | $12.1M5 Dec 31, 2025 | $13.6M5 Dec 31, 2024 | −11.0% |
| Accumulated amortization | -$6.9M5 Dec 31, 2025 | -$8.7M5 Dec 31, 2024 | +20.3% |
| Finite-lived intangibles, net | $255.0K5 Dec 31, 2025 | $1.8M5 Dec 31, 2024 | −85.8% |
Properties, in its own words
We lease office space at three locations in the United States (California, Illinois, and Massachusetts). Our executive offices are located at 3111 Camino del Rio North, Suite 400, San Diego, California.
Item 2 of the 10-K filed Apr 15, 2026.4
Leadership
Who has led RTB Digital, Inc., and when. Pick a name to see everywhere that person has worked.
Chief executive
Chair
President
Chief financial officer
Chief operating officer
- Chief executive officerFredi Nisan Sep 30, 2020 to now13
- Chief executive officerFrank S. Yuan Jun 3, 2009 to Jun 3, 200914
- ChairBen Errez Aug 4, 2021 to now15
- PresidentKenneth Haller Dec 10, 2021 to Dec 10, 202116
- Chief financial officerAlykhan Madhavji Jun 22, 2026 to now17
- Chief financial officerGeorge Oliva Oct 25, 2023 to Jun 22, 202618
- Chief financial officerBenjamin J. Chung Dec 10, 2021 to Aug 9, 202219
- Chief operating officerWilliam Carrier Sornsin Jr. Jun 8, 2026 to now20
- Chief operating officerMin Wei Mar 2, 2022 to Nov 30, 202321
- Chief operating officerVanessa Luna Sep 22, 2021 to Jan 21, 202222
Board members and other officers (28)
- VP Legal AffairsZechariah John Kirscher Aug 10, 2023 to now23
- Chief Marketing OfficerJacqueline Dollar Mar 11, 2022 to Oct 27, 202224
- Senior Compliance OfficerSonia Concepcion Cuilty Aug 24, 2022 to Aug 4, 202325
- Senior Vice Pres of PaymentsDante Croupe Sep 22, 2021 to Jan 21, 202226
- VP of Legal AffairsLindsey Lee Sep 23, 2021 to May 4, 202227
- CBDOPouya Moghavem Sep 23, 2021 to Dec 23, 202128
- Chief Technology OfficerRobert Jaquette Houghton Jr. Oct 25, 2021 to Oct 25, 202129
- Senior Vice Pres of PaymentsKenneth Haller Dec 10, 2021 to Dec 10, 202130
- Executive Vice PresidentBen Errez Sep 30, 2020 to Dec 28, 202031
- Board memberSteven C. Fletcher Apr 13, 2026 to now32
- Board memberDavid F. Bailey Jun 1, 2026 to now33
- Board memberMichael Lewis Alexander Jun 8, 2026 to now34
- Board memberJames Lamar Walton Comer Jun 15, 2026 to now35
- Board memberAlykhan Madhavji Jun 22, 2026 to now17
- Board memberBrett Moyer Sep 12, 2025 to now36
- Board memberTod Browndorf Oct 21, 2025 to now37
- Board memberGene P. Jones Oct 24, 2025 to now38
- Board memberDavid Montoya May 31, 2023 to Feb 21, 202539
- Board memberNancy Adele Hogan Apr 29, 2022 to May 9, 202240
- Board memberEzra Laniado Sep 16, 2021 to now41
- Board memberGenevieve Baer Sep 16, 2021 to Jun 18, 202442
- Board memberWilliam J. Caragol Sep 16, 2021 to Oct 21, 202243
- Board memberCarl J. Williams Sep 20, 2021 to Jan 28, 202244
- Board memberBen Errez Sep 30, 2020 to Dec 28, 202031
- Board memberFredi Nisan Sep 30, 2020 to now13
- Board memberJames Vandeberg May 1, 2009 to May 1, 200945
- Board memberDeborah Shamaley Jun 3, 2009 to Jun 3, 200946
- Board memberFrank S. Yuan Jun 3, 2009 to Jun 3, 200914
Subsidiaries and ownership
Subsidiaries (Exhibit 21)
- Charge Savvy LLC Illinois3
- Europe Holdings OOD Bulgaria3
- Financial Ltd. British Columbia, Canada3
- Northeast Merchant Systems, Inc. Massachusetts3
- Payment Systems, Inc. Delaware3
The subsidiaries the company lists in Exhibit 21 of its annual report, as filed.
Former names
Timeline
- Oct 6, 20268-K Executive or director change47
- Oct 2, 20268-K Executive or director change48
- Sep 22, 20268-K Regulation FD disclosure49
- Sep 22, 20268-K Entered a material agreement; Unregistered sale of shares50
- Sep 18, 20268-K Regulation FD disclosure; Other events51
- Sep 18, 20268-K Entered a material agreement52
- Sep 16, 20268-K Executive or director change53
- Sep 16, 20268-K Financial statements and exhibits54
- Sep 15, 20268-K Regulation FD disclosure55
- Sep 9, 20268-K Unregistered sale of shares; Other events56
- Jul 27, 20268-K Financial statements and exhibits57
- Jul 17, 20268-K Other events58
- Sep 30, 2020New chief executive Fredi Nisan becomes CEO13
- Jun 3, 2009New chief executive Frank S. Yuan becomes CEO14
Filings
421 filings to the SEC since October 2021: 7 annual reports, 16 quarterly reports, 105 major events, 209 insider forms, 23 large holders, 61 other. The latest 20:
- Oct 6, 20268-K EDGAR
- Oct 2, 20268-K EDGAR
- Sep 23, 2026SCHEDULE 13D/A EDGAR
- Sep 23, 20264 PRIMARY DOCUMENT EDGAR
- Sep 22, 20268-K EDGAR
- Sep 22, 20268-K EDGAR
- Sep 21, 2026SCHEDULE 13D/A EDGAR
- Sep 21, 20264 PRIMARY DOCUMENT EDGAR
- Sep 18, 20268-K EDGAR
- Sep 18, 20268-K EDGAR
- Sep 16, 20268-K/A EDGAR
- Sep 16, 202610-Q/A FORM 10-Q/A1 EDGAR
- Sep 16, 20268-K EDGAR
- Sep 15, 20268-K EDGAR
- Sep 9, 20268-K EDGAR
- Aug 14, 202610-Q EDGAR
- Jul 27, 20263 PRIMARY DOCUMENT EDGAR
- Jul 27, 20268-K/A EDGAR
- Jul 21, 2026SCHEDULE 13G EDGAR
- Jul 17, 20268-K EDGAR
The 421 filings since October 2021 can be filtered by form type and year here when JavaScript is on.
Every filing from the last five years, summarized. The full record is on SEC EDGAR.
Insider trades
37 open-market trades by officers, directors and large owners since October 2021: 27 buys and 10 sales. Grants, option exercises and gifts are left out.
| Date | Who | Trade | Shares | Price | Value | Filing |
|---|---|---|---|---|---|---|
| Sep 21, 2026 | Dorsett Jason Christopher10% owner | Buy | 11,000 | $8.32 | $91.5K | Form 4 |
| Sep 17, 2026 | Dorsett Jason Christopher10% owner | Buy | 19,000 | $10.36 | $196.8K | Form 4 |
| Jul 16, 2025 | S8 Global Fintech & Regtech Fund10% owner | Buy | 200,000 | $0.36 | $72.0K | Form 4 |
| Jul 1, 2025 | S8 Global Fintech & Regtech Fund10% owner | Sale | 100,000 | $0.83 | $83.0K | Form 4 |
| Jun 30, 2025 | S8 Global Fintech & Regtech Fund10% owner | Buy | 14,491 | $0.80 | $11.6K | Form 4 |
| Jun 27, 2025 | S8 Global Fintech & Regtech Fund10% owner | Buy | 100,000 | $0.79 | $79.0K | Form 4 |
| Jun 26, 2025 | S8 Global Fintech & Regtech Fund10% owner | Buy | 100,000 | $0.88 | $88.0K | Form 4 |
| Jun 25, 2025 | S8 Global Fintech & Regtech Fund10% owner | Buy | 3,354 | $0.77 | $2.6K | Form 4 |
| Jun 24, 2025 | S8 Global Fintech & Regtech Fund10% owner | Buy | 100,000 | $0.80 | $80.0K | Form 4 |
| Jun 23, 2025 | S8 Global Fintech & Regtech Fund10% owner | Buy | 100,000 | $0.75 | $75.0K | Form 4 |
| Jun 5, 2025 | Laniado EzraDirector | Sale | 621 | $0.95 | $590 | Form 4 |
| Jun 4, 2025 | Laniado EzraDirector | Sale | 15,000 | $0.39 | $5.8K | Form 4 |
| Dec 15, 2022 | Laniado EzraDirector | Buy | 9,990 | $0.50 | $5.0K | Form 4 |
| Sep 27, 2022 | Cuilty Sonia ConcepcionSenior Compliance Officer | Buy | 5,450 | $0.97 | $5.3K | Form 4 |
| Sep 2, 2022 | Wei MinChief Operating Officer | Buy | 20,000 | $1.10 | $22.0K | Form 4 |
| Jun 17, 2022 | Wei MinChief Operating Officer | Buy | 3,473 | $1.03 | $3.6K | Form 4 |
| Jun 16, 2022 | Nisan FrediChief Executive Officer | Buy | 5,420 | $1.42 | $7.7K | Form 4 |
| Jun 16, 2022 | Nisan FrediChief Executive Officer | Buy | 1,600 | $1.43 | $2.3K | Form 4 |
| Jun 16, 2022 | Nisan FrediChief Executive Officer | Buy | 7,020 | $1.43 | $10.0K | Form 4 |
| Jun 16, 2022 | Wei MinChief Operating Officer | Buy | 10,000 | $1.35 | $13.5K | Form 4 |
All 37 trades can be filtered by person here when JavaScript is on.
From Forms 4 filed with the SEC.
Major holders
Investors who own more than 5% of the shares must tell the SEC: a 13D if they may seek to influence the company, a 13G if they hold passively.
- Jason Christopher DorsettSCHEDULE 13D/A, 3 filings Jul 21, 2026 to Sep 23, 202659
- James Lamar Walton ComerSCHEDULE 13D, 1 filing Jun 26, 202660
- S8 Global Fintech & Regtech FundSCHEDULE 13D/A, 4 filings Jun 20, 2025 to Apr 15, 202661
- Arena InvestorsSCHEDULE 13G/A, 3 filings Jul 22, 2025 to Feb 13, 202662
- RTB DIGITAL INC.SCHEDULE 13D/A, 2 filings Dec 5, 2025 to Dec 8, 202563
- Wendy Rae DawsonSCHEDULE 13G/A, 2 filings Aug 15, 202564
- CVI Investments, Inc.SCHEDULE 13G/A, 6 filings Sep 2, 2022 to Aug 14, 202565
- Kenneth HallerSC 13G, 2 filings May 10, 202266
Executive pay
What the company paid its top executives, from the summary compensation table in its proxy statement. Total pay includes salary, bonus, stock and option awards and other pay, as the company valued them.
Held by these funds
The largest holders among investment managers' 13F reports for the quarter ending Jun 30, 2026. Change is in shares since the quarter before.
| Fund | Shares | Value | Share of the fund | Change |
|---|---|---|---|---|
| Armistice Capital, LLC | 350,000 | $5.3M | 0.1% | New |
| Geode Capital Management, LLC | 156,876 | $2.4M | 0.0% | +139,809 |
| State Street Corp | 44,979 | $678.3K | 0.0% | New |
| Millennium Management LLC | 41,939 | $632.4K | 0.0% | New |
| BlackRock, Inc. | 31,587 | $476.3K | 0.0% | +31,215 |
| Northern Trust Corp | 29,487 | $444.7K | 0.0% | New |
| Vanguard Capital Management LLC | 20,093 | $303.0K | 0.0% | +12,742 |
| NewEdge Advisors, LLC | 20,039 | $302.2K | 0.0% | No change |
| Jane Street Group, LLC | 15,125 | $228.1K | 0.0% | New |
| Vanguard Fiduciary Trust Co | 10,837 | $163.4K | 0.0% | +5,820 |
| UBS Group AG | 2,801 | $42.2K | 0.0% | +2,726 |
| Royal Bank Of Canada | 1,271 | $19.0K | 0.0% | +284 |
| Osaic Holdings, Inc. | 492 | $7.4K | 0.0% | −9 |
| Vanguard Global Advisers, LLC | 20 | $302 | 0.0% | No change |
| Morgan Stanley | 11 | $166 | 0.0% | No change |
| Wolff Wiese Magana LLC | 8 | $121 | 0.0% | −12 |
| Integrated Wealth Concepts LLC | 7 | $105 | 0.0% | New |
| Bnp Paribas Financial Markets | 3 | $45 | 0.0% | −1 |
13F reports cover disclosed long positions in U.S. stocks only.
SEC filer profile
How RTB Digital, Inc. is registered with the Securities and Exchange Commission, from its EDGAR record and the cover page of its latest annual report.
- Name on EDGARRTB Digital, Inc.1
- CIK0001419275
- Employer ID (EIN)22-39629364
- Filer statusNon-accelerated filer not an emerging growth company; a smaller reporting company; not a shell company4
- Incorporated inNevada4
- Fiscal year endsDecember 311
- Industry code (SIC)8742 Services-Management Consulting Services1
- SEC reviewing officeOffice of Trade & Services, Division of Corporation Finance1
- Business address3131 Camino Del Rio North, Suite 1400, San Diego, CA 921081
- Phone619-631-82611
- Shares outstanding14,008,209 as of Aug 13, 202612
- Public float$8.5M as of Jun 30, 20254
- AuditorSimon & Edward, LLP, Rowland Heights, CA PCAOB ID 2485; no auditor attestation of internal control over financial reporting4
- On EDGAR sinceFeb 12, 20081
- Filings662 in all: 4 (201), 8-K (137), 10-Q (53), 3 (41), NT 10-Q (22), UPLOAD (22), 10-K (17), CORRESP (16)1
All 48 form types
NT 10-K (13), 4/A (11), 10-Q/A (10), 8-K/A (9), 425 (8), 10-K/A (7), DEF 14A (6), DEF 14C (6), DEFA14A (6), EFFECT (6), PRE 14A (6), S-8 (6), S-1 (5), S-1/A (5), SCHEDULE 13D/A (5), SCHEDULE 13G/A (5), SCHEDULE 13G (4), SC 13G (3), SC 13G/A (3), SCHEDULE 13D (3), 144 (2), 424B3 (2), 424B5 (2), 8-A12B (2), PRE 14C (2), SC 13D (2), 305B2 (1), 424B1 (1), 424B4 (1), ARS (1), CERT (1), D (1), DEFM14A (1), DEFR14A (1), PRER14A (1), RW (1), S-1MEF (1), S-3 (1), S-4 (1), S-4/A (1)
- Latest filingsAnnual report (10-K) Apr 15, 2026
Quarterly report (10-Q) Aug 14, 2026
Proxy statement (DEF 14A) Nov 14, 2025
Latest 8-K (8-K) Oct 6, 2026
Securities registered for trading
| Class | Symbol | Exchange |
|---|---|---|
| Common Stock, $0.001 par value | RVYL | Nasdaq |
From the cover page of the 10-K filed Apr 15, 2026 (Section 12(b) of the Exchange Act).4
Risk factors and legal proceedings
The risks RTB Digital, Inc. names in Item 1A of its 10-K filed Apr 15, 2026: 40 risks under these headings, as written.4
- Risks Related to Our Business and Industry
- Our financial situation creates doubt whether we will continue as a going concern if the merger is not completed.
- The merger with RTB could materially and adversely affect the business and operations of Ryvyl.
- There is no assurance Ryvyl will be able to successfully enter the digital asset space or enhance its current business plan.
- Low or changing demand for new products and the inability to develop and introduce new products at favorable margins could adversely impact our performance and prospects for future growth.
- The payments technology industry is highly competitive and highly innovative, and some of Ryvyl’s competitors have greater financial and operational resources than Ryvyl, which may give them an advantage with respect to the pricing of services offered to customers and the ability to develop new and disruptive technologies.
- Ryvyl could face substantial competition, which could reduce our market share and negatively impact our net revenue.
- Litigation may adversely affect our business, financial condition, and results of operations.
- We are increasingly dependent on information technology, and potential cyberattacks, security problems, or other disruption and expanding social media vehicles present new risks.
- Business interruptions or systems failures may impair the availability of our websites, applications, products or services, or otherwise harm our business.
- Software and hardware defects, failures, undetected errors and development delays could affect our ability to deliver our services, damage customer relations, expose us to liability and have an adverse effect on our business, financial condition and results of operations.
- Privacy regulation is an evolving area and compliance with applicable privacy regulations may increase our operating costs or adversely impact our ability to service our clients and market our products and services.
The other 29 risks
- Data privacy and security concerns relating to our technology and our practices could cause us to incur significant liability and deter current and potential users from using our products and services. Software bugs or defects, security breaches, and attacks on our systems could result in the improper disclosure and use of user data and interference with our users’ ability to use our products and services, harming our business operations.
- Third-party claims of infringement against us could adversely affect our ability to market our products and require us to redesign our products or seek licenses from third parties.
- If we cannot keep pace with technological developments to provide new and innovative products and services, the use of our products and services and, consequently, our revenues, could decline.
- As a public company, we have to bear the cost of public reporting under SEC requirements, Nasdaq compliance and management time and effort.
- If we are not able to comply with the applicable continued listing requirements or standards of Nasdaq, the Ryvyl common stock could be delisted from Nasdaq.
- In the event that the Ryvyl common stock is delisted from Nasdaq, U.S. broker-dealers may be discouraged from effecting transactions in shares of the Ryvyl common stock because it may be considered a penny stock and thus be subject to the penny stock rules.
- If securities or industry analysts do not publish research, or publish inaccurate or unfavorable research, about our business, our stock price and our trading volume could decline.
- Sales, or the availability for sale, of substantial amounts of Ryvyl’s common stock could adversely affect the value of its common stock.
- Ryvyl is a “non-accelerated filer” and a “smaller reporting company” for SEC filing purposes and it cannot be certain if the reduced disclosure requirements applicable will make Ryvyl’s common stock less attractive to investors.
- If shares of Ryvyl’s common stock cease to be listed on a national exchange Ryvyl’s securities will not be eligible for federal preemption rights and be subject to state “blue sky” laws which may affect Ryvyl’s capabilities of raising capital.
- If Ryvyl’s common stock is delisted from a national exchange some institutional investors may not be allowed to purchase Ryvyl’s shares and may be required to liquidate their current positions in Ryvyl’s stock which could negatively affect the price and volatility of Ryvyl’s shares.
- Ryvyl does not intend to pay dividends for the foreseeable future and, consequently, your ability to achieve a return on your investment will depend on appreciation in the price of Ryvyl’s common stock.
- Future sales and issuances of Ryvyl’s equity securities or rights to purchase Ryvyl’s equity securities, including pursuant to Ryvyl’s equity incentive plans, would result in dilution of the percentage ownership of Ryvyl’s stockholders and could cause Ryvyl’s stock price to fall.
- The public market for Ryvyl’s common stock has been volatile. This volatility may affect the ability of Ryvyl’s investors to sell their shares as well as the price at which they sell their shares.
- Ryvyl has the right to issue shares of preferred stock. If it was to issue preferred stock, it is likely to have rights, preferences and privileges that may adversely affect the common stock.
- Risks Related to the Merger with RTB
- The pro rata portion of the Merger Shares is not adjustable based on the market price of Ryvyl common stock or cash assets of RTB, so the merger consideration at the closing may have a greater or lesser value than at the time the Merger Agreement was signed.
- The relative ownership position of our stockholders will be diluted as a result of the Merger.
- The merger will result in changes to Ryvyl’s board of directors and management team that will affect Ryvyl’s business strategy post-merger as compared to its current business strategy.
- If the merger is not consummated, Ryvyl will be significantly impaired financially and may not be able to sustain its business.
- The market price of the common stock of the combined company following the merger may decline as a result of the merger.
- The market price of our common stock after the proposed Merger with RTB may be affected by factors different from those currently affecting our shares of common stock.
- Ryvyl and RTB stockholders may not realize a benefit from the merger commensurate with the ownership dilution they will experience in connection with the merger.
- We may fail to realize all of the anticipated benefits of the proposed Merger with RTB.
- During the pendency of the merger, Ryvyl and RTB may not be able to enter into a business combination with another party at a favorable price because of restrictions in the Merger Agreement, which could adversely affect their respective businesses.
- Recent changes to the Nevada corporate law impose restrictions on persons acquiring a controlling interest in Ryvyl.
- The consummation of the merger and the other transactions contemplated by the Merger Agreement are subject to a number of conditions, which, if not satisfied or waived, would adversely impact the parties’ ability to complete the Merger and the other transactions contemplated by the Merger Agreement.
- Business acquisition activity involves numerous risks, including the risks that Ryvyl may be unable to integrate the acquired business successfully and that Ryvyl may assume liabilities that could adversely affect it.
- If Ryvyl does not successfully consummate a strategic transaction, its board of directors may decide to pursue a dissolution and liquidation of Ryvyl. In such an event, the amount of cash available for distribution to Ryvyl stockholders will depend heavily on the timing of such liquidation as well as the amount of cash that will need to be reserved for commitments and contingent liabilities.
- Ryvyl is or may become a target of certain demands by individual or class action plaintiffs based on securities or derivative lawsuits in connection with the merger, which could result in substantial costs and may delay or prevent the consummation of the merger.
Legal proceedings
We are currently a party to, and may in the future be involved in, various litigation matters and legal claims. Refer to Note 15, Commitments and Contingencies, of this Report for further information.
The opening of Item 3, Legal Proceedings.4
Sources
The numbers on this page point here. Each one links to the record it came from.
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- 13SEC EDGARFredi Nisan, Chief executive officer
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- 15SEC EDGARBen Errez, Chair
- 16SEC EDGARKenneth Haller, President
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- 21SEC EDGARMin Wei, Chief operating officer
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- 27SEC EDGARLindsey Lee, VP of Legal Affairs
- 28SEC EDGARPouya Moghavem, CBDO
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- 31SEC EDGARBen Errez, Executive Vice President
- 32SEC EDGARSteven C. Fletcher, Board member
- 33SEC EDGARDavid F. Bailey, Board member
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- 36SEC EDGARBrett Moyer, Board member
- 37SEC EDGARTod Browndorf, Board member
- 38SEC EDGARGene P. Jones, Board member
- 39SEC EDGARDavid Montoya, Board member
- 40SEC EDGARNancy Adele Hogan, Board member
- 41SEC EDGAREzra Laniado, Board member
- 42SEC EDGARGenevieve Baer, Board member
- 43SEC EDGARWilliam J. Caragol, Board member
- 44SEC EDGARCarl J. Williams, Board member
- 45SEC EDGARJames Vandeberg, Board member
- 46SEC EDGARDeborah Shamaley, Board member
- 47SEC EDGARExecutive or director change
- 48SEC EDGARExecutive or director change
- 49SEC EDGARRegulation FD disclosure
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- 52SEC EDGAREntered a material agreement
- 53SEC EDGARExecutive or director change
- 54SEC EDGARFinancial statements and exhibits
- 55SEC EDGARRegulation FD disclosure
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- 57SEC EDGARFinancial statements and exhibits
- 58SEC EDGAROther events
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