RTB DIGITAL INC. - 07 Oct 2025 Form 3 Insider Report for RYVYL Inc. (RVYL)

SEC remarks

The Reporting Person acquired 50,000 shares of Series C Convertible Preferred Stock of the Issuer pursuant to a Securities Purchase Agreement dated October 6, 2025. The Series C Convertible Preferred Stock is convertible into shares of Common Stock at a Conversion Price of $0.40 per share, subject to adjustment. Pursuant to Section 6(d) of the Certificate of Designation of Preferences, Rights and Limitations of Series C Convertible Preferred Stock filed with the Nevada Secretary of State, the Reporting Person was subject to a Beneficial Ownership Limitation that prohibited conversion of the Preferred Stock to the extent such conversion would result in the Reporting Person, together with its affiliates and attribution parties, beneficially owning in excess of 4.99% of the outstanding shares of Common Stock. Under Section 6(d) of the Certificate of Designation, any increase in the Beneficial Ownership Limitation is not effective until the 61st day after written notice is delivered to the Issuer. On October 6, 2025, the Reporting Person delivered notice to the Issuer requesting increase of the Beneficial Ownership Limitation. Such increase will become effective on December 6, 2025, being the 61st day following delivery of such notice. On such date, the Reporting Person will first acquire the right to convert shares of Preferred Stock within 60 days such that the Reporting Person would beneficially own more than 5% of the outstanding Common Stock, thereby triggering the obligation to file this Schedule 13D.