Roundtable CEO James Heckman Details NASDAQ Strategy, Long-Term Focus, Capitalization Structure, and Lock-Up
James Heckman, CEO and founder of Roundtable.
Seattle, WA., April 06, 2026 (GLOBE NEWSWIRE) — Roundtable (“RTB”) CEO James Heckman detailed the Company’s post-merger capitalization strategy following the April 1 shareholder approval of its merger with RYVYL Inc. (NASDAQ: RVYL). The merger was approved by approximately 99% of votes cast by shareholders. This communication provides additional detail for shareholders, following last week’s meeting announcement, including details of the 85% equity capitalization table lock up.
Heckman outlined the equity structure designed to balance Nasdaq listing liquidity requirements with a restricted share supply, management/investor alignment and long-term value creation, describing the supply as “well structured” for both short-term and long-term public company shareholders. Heckman stated, “our founders, executives and strategic investors are committed to investing the time and resources necessary to fulfill our vision to its fullest potential.”
Post-Merger Equity Structure – Lock up
The combined entity is expected to have approximately 13.5 million total shares outstanding. Of those, approximately 2 million shares are expected to be available for public trading, with the remaining 11.5 million shares, representing approximately 85% of the total outstanding shares, subject to a one year lock up provision. Prior to the merger, RYVYL Inc. effected a reverse stock split to secure compliance with Nasdaq listing requirements, while Roundtable invested $6 million into RYVYL to ensure shareholder equity compliance.
| Equity Holder | Shares | Detail |
| Total Outstanding | ~13,500,000 | Post Merger, RVYL + RTB |
| Free Trading | ~2,000,000 | Post Merger, RVYL + RTB (NASDAQ Liquidity) |
| Locked-up Shares | ~11,500,000 | 1 yr, Founders/Execs, Major Investors |
| % locked-up | ~85% | Post lock, slow release over second year, staggered |
“The structure of the merger is not materially dilutive to the free trading supply; rather, we are restricting supply,” said James Heckman, describing the outcome as a “best of worlds” structure for shareholders, providing sufficient scale and liquidity, while aligning long term management incentives.
Strategic Framework
Heckman outlined three core components of the equity strategy:
Nasdaq Liquidity Compliance. Approximately 2 million share public float designed to meet Nasdaq listing requirements, comprising approximately 1.25 million existing RYVYL Inc. shares and approximately 750,000 shares issued in connection with the Roundtable merger.
Investor Positioning Without Filing Constraints. The capitalization structure is designed to facilitate meaningful ownership accumulation after adding in the outstanding shares of RTB.
Supply Control via Lock-Up Commitment. An ~85%, one-year lock-up limits near-term liquidity, supports orderly post-merger trading, and signals long-term commitment from founders and strategic investors. Thereafter, restricted shareholders are released over an additional 12 months.
Capital Structure and Recent Investment
$35 million of new capital was invested to support the merger and accelerate major media brand customer adoption. This follows over $10 million of R&D investment in RTB’s “DeWeb” acquired, Web3 media platform, primarily funded by Binance and Roundtable founding investors.
Most recent investment: $2 million from board member, insider, and co-founder David Bailey’s investment firm, UTXO, at a $150 million valuation, or approximately $11.15 per share. Implied market capitalization, based on share price and shares outstanding, is outlined below, subject to future option and warrant exercises.
| Detail | Share Price | Market Capitalization (outstanding shares) |
||
| Approximate Share Price | $5 | $67,500,000 | ||
| Market Cap, at $100M | $7.45 | $100,000,000 | ||
| Most Recent Investment ($2 Million) | $11.15 | ~$150,000,000 | ||
“The RVYL merger will have an amplifying effect on our mission and we believe offers the same opportunity for shareholders,” Heckman said. “Our founders and investors are focused on long-term value creation as we roll out our market-changing, Web3, AI-powered digital media platform over the coming years. Our team has refined this technical and business model since the 1990s and believes this next-generation platform can restore, grow, and protect value for professional media owners in perpetuity.”
Additionally, CEO Heckman has a long track record of executing strategic partnerships with major media brands, a common growth driver in media and technology. RTB has executed a binding agreement to acquire a controlling interest in a leading digital media company as part of a strategic partnership, leveraging its technology and distribution. A $10 million deposit represents the first step in securing the partnership and aligns with recent growth investments.
About Roundtable (RTB Digital, Inc.)
Transforming the $200B Global Media Industry from Web1 to Web4. Roundtable is the only full-stack enterprise platform combining AI and Web3 infrastructure, including decentralized publishing, DeFi payments and reporting, data encryption and IP protection, syndication, revenue optimization, AI-based business intelligence, management and operations, custom network applications, and a real-time blockchain-based payment and reporting system. The platform represents a multi-generational leap in technology. For more information, visit RTB.io.
About RYVYL
RYVYL Inc. (NASDAQ: RVYL) operates a digital payment processing business enabling transactions around the globe and provides payment solutions for underserved markets.
Cautionary Note Regarding Forward-Looking Statements
This press release includes information that constitutes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements are based on the Company’s current beliefs, assumptions and expectations regarding future events, which in turn are based on information currently available to the Company. Such forward-looking statements include statements that are characterized by future or conditional words such as “may,” “will,” “expect,” “intend,” “anticipate,” “believe,” “estimate” and “continue” or similar words. You should read statements that contain these words carefully because they discuss future expectations and plans, which contain projections of future results of operations or financial condition or state other forward-looking information. Such forward-looking statements include statements regarding the timing and effects of the Reverse Stock Split. By their nature, forward-looking statements address matters that are subject to risks and uncertainties. A variety of factors could cause actual events and results to differ materially from those expressed in or contemplated by the forward-looking statements, including the risk that the Reverse Stock Split will not guarantee that the Company regains compliance with Nasdaq’s listing requirements or will remain in compliance with all other requirements for continued listing on Nasdaq. Other risk factors affecting the Company are discussed in detail in the Company’s filings with the U.S. Securities and Exchange Commission. The Company undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise, except to the extent required by applicable laws.
RYVYL IR Contact:
Richard Land, Alliance Advisors Investor Relations
973-873-7686, [email protected]
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