Ryvyl (RVYL) Proxy Filing summary

Executive summary

• RTB Digital, Inc. executed a binding term sheet with UTXO Management for a $10 million convertible note investment, increasing recent capital raised to $43 million.

• The investment is structured to convert into equity upon the consummation of a merger with a pre-money valuation of $200 million.

• Warrants with 20% coverage and price protection provisions are included, with additional warrants issued if the capitalization falls below $200 million at merger.

• Shares issued in exchange for the securities will be locked up for 12 months, with a right of first refusal for the company on early share sales.

• Forward-looking statements highlight expectations for the merger, but actual results may differ due to various risks and uncertainties.

Voting matters and shareholder proposals

• Shareholder approval is required for the issuance of new shares and the consummation of the merger.

• Risks include the possibility that stockholders may not approve the merger or related share issuances.

Board of directors and corporate governance

• David Bailey, a director of RTB and general partner of the investor, is a potential director post-merger.

• The post-merger management team and board composition are subject to change and are discussed in forward-looking statements.