Equity

Steve

James

James Heckman, CEO of AI-driven, Web3 media platform - RTB Digital, Inc. (dba “Roundtable”), following shareholder approval of the company’s merger with RYVYL Inc. (NASDAQ: RVYL) outlined the post-merger capitalization table lock-up agreement, and related liquidity considerations; provided additional detail on the recently announced $10 million deposit toward a strategic investment and partnership; and announced a veteran digital media-focused board member.Heckman announced, “about 85% of outstanding shares, including new shares from the merger, and 100% of the $35 million recently invested, which auto-converts into equity - concurrent with the merger, have agreed to lock up for at least one year, with a 12-month release thereafter.”The Company and its benefactors have made the rare decision to release enough shares to meet minimum NASDAQ requirements related to liquidity but no more - the rest are locked. In short, of the combined total of 13.5 million shares, only 2 million shares are unlocked, leaving 11.5 million locked.Heckman continued to underscore the long-term commitment of the team.<blockquote>“Our visionary, veteran product team has invested five intense years, with tens of millions deployed, to create the only AI-driven, Web3, full-stack enterprise platform for professional media. Nothing will distract us from reaching our industry goals, especially not short-term liquidity, as we focus on delivering a shared platform to ensure transparency, efficiency, and profitability for our media partners.”</blockquote><a href="https://www.thestreet.com/crypto/markets/roundtable-ceo-james-heckman-and-ryvyl-announce-nasdaq-listing" rel="noopener noreferrer nofollow">Related: Roundtable CEO James Heckman and RYVYL Announce NASDAQ Listing Secured, with Direct Equity Investment and Reverse Split Ahead of Merger</a><h2 id="strategic-investment">Strategic Investment</h2>$35 million was invested into Roundtable leading into the merger and is intended to accelerate client adoption. As is common in technology and media, RTB has identified, negotiated, and signed a binding agreement to acquire control of a digital media company’s sales, operations, and distribution, as the commercial component of a strategic investment. The $10 million deposit represents the first step in securing this agreement.While the outcome is not guaranteed, the team brings decades of experience securing and managing agreements of this nature, which could accelerate the scale of RTB’s platform business by several years. Post-merger, RTB’s balance sheet is sufficient to support operations for more than a year even if the partnership does not consummate. Management believes the transformative upside justifies the investment and is proceeding accordingly.<h2 id="appointment-of-steve-fletcher-to-board-of-directors">Appointment of Steve Fletcher to Board of Directors</h2>On March 27, 2026, the RVYL Board of Directors (“Board”) appointed Steven Fletcher as a director, filling a vacancy. Mr. Fletcher will serve on the audit committee, has been determined to be an independent member and is expected to remain on the board, following the merger.Mr. Fletcher brings more than 20 years of investment banking experience, having begun his banking career at Goldman Sachs, where he held several leadership roles, including Head of the Private Placement Group, Head of the IT Services sector, and Co-Head of the Hardware, Storage, EMS, and Internet Infrastructure sectors. He began his career at Deloitte &amp; Touche as a CPA, and received his M.B.A. from the Wharton School of the University of Pennsylvania.<figure><figcaption> In photo: Steven C. Fletcher, member of the board of directors at Roundtable. </figcaption></figure>Mr. Fletcher has extensive expertise in debt and equity financing, strategic transactions, capital allocation, capital markets, and corporate financial management, particularly within the digital media sector. He also brings significant corporate governance experience through prior board service, including as an independent director of atVenu, LifeSignals, Inc., a healthcare technology company and Lee Enterprises, a provider of local news with more than 350 weekly and specialty publications across 72 markets in 25 states, where he is Chairman of the Audit and Risk Committees, and a member of the Compensation Committee.Mr. Fletcher was also a co-founder and Co-Head of the Digital Media Group and Head of the Software Group at GCA Savvian, a global investment bank, and since 2018 has served as CEO of Explorer Parent LLC, a firm that sponsors special purpose acquisition companies (SPACs), including seven SPAC IPOs.Mr. Fletcher has a 27-year relationship advising RTB’s founding team, dating back to Rivals.com while at Goldman Sachs. He led the sale of Scout.com to News Corp and 5to1 to Yahoo, where he worked with founder Heckman on the nine-figure Interclick acquisition and the AOL/Yahoo/MSN joint advertising venture. More recently he worked with the team at Arena Group/Maven, and now Roundtable.Disclosure: This article was provided by Roundtable, the subject of the story. Roundtable and its affiliates have a direct financial interest in the securities of the company discussed. This communication should not be construed as investment advice.<a href="https://www.thestreet.com/crypto/business/roundtable-ceo-james-heckman-announces-new-cfo-aly-madhavji" rel="noopener noreferrer nofollow">Related: Roundtable CEO James Heckman Announces New CFO Aly Madhavji</a>

Roundtable CEO James Heckman Clarifies Equity Status, Announces One Year Lock

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