Paradium.AI, RTB sign 10-year deal, $89.6M stake

Rhea-AI Filing Summary

Paradium.AI, Inc. (PAAI) announced a ten-year Strategic Platform Agreement with RTB Digital, Inc. under which Paradium’s brands, revenue and traffic will migrate to RTB’s AI-powered media and operations platform, with RTB assuming non-content functions in exchange for a revenue-sharing arrangement.

As consideration for licensing and transferring Paradium technology and other rights, RTB will issue Paradium unregistered RTB common stock valued at $11.5 million, subject to Nasdaq-related pricing conditions and sale restrictions. Separately, RTB agreed with Simplify Inventions, LLC and MBX Capital Aren, LLC to acquire about 49.5% of Paradium’s outstanding common stock for an aggregate $89,555,638, including a $10 million existing deposit, $6 million of RTB stock and $73,555,638 in cash, implying a $3.80 per share purchase price; Paradium is not a party to this share purchase.

Closing of the Platform Agreement depends on completion of RTB’s minority stake purchase, RTB raising the required capital, completion of due diligence and other closing conditions, with closing currently anticipated in Q4 2026, and is subject to various risks highlighted by the company.

Positive

• 10-year Strategic Platform Agreement could shift Paradium’s non-content operations to RTB’s AI platform, potentially reducing operating overhead and staffing costs while establishing a defined revenue-sharing model.
• Paradium expects to receive $11.5 million in RTB common stock as consideration for licensing and transferring specified technology and rights, providing an additional equity asset tied to RTB’s business.

Negative

• RTB’s planned purchase of about 49.5% of Paradium’s outstanding stock for $89,555,638 will give RTB a significant minority ownership position, introducing governance and control complexities the company flags as a risk.
• Both the platform relationship and RTB’s minority stake acquisition are contingent on RTB raising substantial capital and satisfying multiple closing conditions, and may not close on the contemplated terms, timeline, or at all.

8-K Event Classification

2 items: 8.01, 9.01

2 items

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Strategic Platform Agreement term: 10 years RTB stock consideration to Paradium: $11.5 million RTB minority stake purchase price: $89,555,638 +5 more

8 metrics

Strategic Platform Agreement term 10 years Initial term of the Strategic Platform Agreement between Paradium and RTB

RTB stock consideration to Paradium $11.5 million Value of unregistered RTB common stock to be issued to Paradium as consideration under the Platform Agreement

RTB minority stake purchase price $89,555,638 Aggregate purchase price RTB will pay Simplify-related entities for about 49.5% of Paradium’s outstanding common stock

RTB cash payment at closing $73,555,638 Cash portion of the purchase price RTB will pay at closing for Paradium shares

RTB existing deposit $10 million Existing deposit by RTB applied toward the Paradium share purchase

RTB stock portion of share purchase $6 million RTB common stock to be issued to Simplify as part of the Paradium share purchase

Implied Paradium share price $3.80 per share Per-share purchase price for Paradium common stock in RTB’s transaction with Simplify

RTB target ownership stake Approximately 49.5% Proposed percentage of Paradium’s outstanding common stock to be acquired by RTB, kept below 50%

Key Terms

Strategic Platform Agreement, revenue sharing, capital raise, Nasdaq minimum pricing requirements, +1 more

5 terms

Strategic Platform Agreement financial

"entered into a ten-year Strategic Platform Agreement with RTB Digital, Inc."

revenue sharing financial

"provides for revenue sharing from Paradium partner content at specified percentages"

An agreement where two or more parties split the money earned from a product, service, or contract according to a prearranged formula. For investors, revenue sharing matters because it shapes how quickly and predictably a business turns sales into cash for owners, spreads financial risk between partners, and can affect profit margins and growth incentives much like roommates deciding how to divide a shared utility bill based on usage.

capital raise financial

"subject to RTB raising the capital to pay the purchase price"

A capital raise is when a company brings in new money from investors or lenders by selling shares, debt, or other securities to fund operations, growth projects, or to pay liabilities. It matters to investors because it changes the company’s financial picture—adding cash that can enable expansion or avoid trouble, but also potentially reducing each existing owner’s share or increasing the company’s debt load, similar to putting fuel in a car to keep it running while changing who shares the ride or who pays for repairs.

Nasdaq minimum pricing requirements market

"valued at $11.5 million based on certain closing price conditions, including"

forward-looking statements regulatory

"contains certain forward-looking statements within the meaning of Section 27A"

Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What is Paradium.AI (PAAI) announcing regarding its operations with RTB Digital?

Paradium.AI entered into a 10-year Strategic Platform Agreement with RTB Digital, under which Paradium’s brands, revenue and traffic move to RTB’s AI-powered platform, and RTB takes over non-content functions in exchange for a revenue-sharing model.

How much consideration will Paradium.AI receive from RTB under the Platform Agreement?

As consideration for licensing and transferring specified technology and other rights, RTB will issue Paradium.AI unregistered RTB common stock valued at $11.5 million, based on certain closing price conditions tied to Nasdaq minimum pricing requirements.

What are the key terms of RTB’s planned minority stake purchase in Paradium.AI (PAAI)?

RTB agreed with Simplify-related entities to buy about 49.5% of Paradium’s outstanding common stock for an aggregate $89,555,638, comprising a $10 million existing deposit, $6 million in RTB stock, and $73,555,638 in cash at a $3.80 per share price.

Is Paradium.AI a party to RTB’s purchase of approximately 49.5% of its shares?

No. The company states that it is not party to the transactions through which RTB will purchase approximately 49.5% of Paradium’s outstanding common stock from Simplify Inventions, LLC and MBX Capital Aren, LLC.

What conditions must be satisfied before Paradium.AI’s Platform Agreement with RTB becomes effective?

The Platform Agreement will commence only after closing conditions are satisfied or waived, including due diligence completion, RTB’s successful capital raise to fund the Simplify share purchase, execution of definitive documents, and completion of RTB’s minority stake acquisition.

When does Paradium.AI expect the RTB transactions and Platform Agreement to close?

Paradium.AI states that, absent extension and subject to all conditions being met, closing of the Platform Agreement is currently anticipated in Q4 2026, though it cautions that the transactions may not close on that timeline or at all.

What ownership level will Simplify retain in Paradium.AI after RTB’s share purchase?

After RTB acquires approximately 49.5% of Paradium’s outstanding common stock, Simplify is expected to retain about 23% of Paradium’s outstanding common stock, with RTB’s stake adjusted to stay below 50%.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report: (Date of Earliest Event Reported): September 14, 2026

PARADIUM.AI, INC.

(Exact name of registrant as specified in its charter)

delaware		001-12471		68-0232575
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

200 VESEY STREET, 24TH FLOOR NEW YORK, new york		10281
(Address of principal executive offices)		(Zip code)

212-321-5002

(Registrant’s telephone number including area code)

(Former name or former address if changed since last report)

Securities registered pursuant in Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.01 per share		PAAI		NYSE American

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 8.01 Other Events.

Strategic Platform Agreement

On September 14, 2026, Paradium. AI., Inc. (“Paradium” or the “Company”) entered into a ten-year Strategic Platform Agreement (the “Platform Agreement”) with RTB Digital, Inc. (“RTB,” and together with the Company, the “Parties”). The Platform Agreement will commence upon satisfaction or waiver of its closing conditions, including due diligence completion, RTB’s successful capital raise as described below, and execution of certain definitive documents, with such closing, absent extension, currently anticipated in Q4 2026, and has an initial ten-year term.

Under the Platform Agreement, Paradium’s brands and their associated revenue and traffic will migrate to RTB’s full-stack, AI-powered digital media and business operations platform (the “Platform”). RTB will deliver Paradium’s non-content functions through the Platform and services, eliminating related operating overhead and staffing costs for Paradium in exchange for revenue sharing.

The Platform Agreement provides for revenue sharing from Paradium partner content at specified percentages based on the defined source of revenue. Third-party expenses will be borne by the Party sourcing the expense, deducted from top-line revenue or otherwise from the shareable revenue pool. Each Party will provide sufficient accounting information to the other.

Paradium will also license and deliver to RTB a current copy of certain Paradium technology assets and related documentation (the “Paradium Technology”), over which the Parties may modify, adapt, enhance or create derivative works (“Modifications”), and the Party creating such Modifications will exclusively own all right, title and interest, including related intellectual property rights associated with those Modifications. Both Parties will have perpetual, irrevocable, royalty-free licenses to use and commercialize the Paradium Technology and the Modifications. Paradium will independently own and control the Paradium Technology but may not sell, assign or license it to certain direct competitors of Paradium or RTB. RTB may not transfer or license the Paradium Technology without Paradium’s written consent, except as part of a sale of RTB.

As consideration for the license, technology transfer and other consideration under the Platform Agreement, RTB will issue Paradium unregistered RTB common stock valued at $11.5 million based on certain closing price conditions, including but not limited to Nasdaq minimum pricing requirements. Paradium has agreed to certain restrictions on sales of these shares.

Purchase of Minority Interest in Paradium

RTB entered into an agreement with Simplify Inventions, LLC and MBX Capital Aren, LLC (collectively, “Simplify”) to acquire from them approximately 49.5% of the issued and outstanding shares of common stock of Paradium, subject to adjustment to maintain RTB’s ownership below 50%. The $89,555,638 purchase price consists of (i) RTB’s existing $10 million deposit; (ii) $6 million in RTB common stock, priced at the 10-day VWAP based on the five trading days before and after public disclosure on Form 8-K, but not below the Nasdaq closing price or average Nasdaq closing price for the five trading days preceding execution; and (iii) $73,555,638 in cash at closing amounting to a $3.80 per share purchase price. Simplify will retain approximately 23% of Paradium’s outstanding common stock. The Company is not party to these transactions. Completion of this share purchase is a condition precedent to the consummation of the Platform Agreement. Completion of the transactions between RTB and Simplify, as well as the transactions under the Platform Agreement, are also subject to RTB raising the capital to pay the purchase price for the Simplify shares.

Forward-Looking Statements

This Current Report on Form 8-K contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Forward-looking statements relate to future events or future performance and include, without limitation, statements concerning the completion and timing of the Platform Agreement and equity transactions, the satisfaction of conditions precedent including RTB’s funding requirements, the expected closing date, the anticipated assumption of operating costs by RTB, the expected revenue-sharing arrangement and its economic terms, the expected receipt of RTB common stock, the contemplated term of the Platform Agreement, and the expected ownership percentages following completion of the equity transaction, the Company’s business strategy, future revenues and income from continuing operations, anticipated yield growth and monetization improvements, cost reductions, debt refinancing efforts, market growth, capital requirements, product introductions and technological capabilities, additional expansion plans, the Company’s stock price relative to its peers and its share repurchase program (as disclosed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 filed with the SEC on March 16, 2026 (the “2025 Form 10-K”) and in the Company’s other SEC filings and publicly available documents). Other statements contained in this Current Report on Form 8-K that are not historical facts are also forward-looking statements. The Company has tried, wherever possible, to identify forward-looking statements by terminology such as “may,” “will,” “could,” “should,” “expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” “estimates,” and other stylistic variants denoting forward-looking statements.

The Company cautions investors that any forward-looking statements presented in this Current Report on Form 8-K, including but not limited to its expectations regarding the completion of the Platform Agreement and equity transactions on the terms described herein, the anticipated cost savings and revenue-sharing arrangement, and RTB’s ability to satisfy the applicable funding requirements and closing conditions, or that the Company may make orally or in writing from time to time, are based on information currently available, as well as its beliefs and assumptions. The actual outcome related to forward-looking statements will be affected by known and unknown risks, trends, uncertainties, and factors that are beyond the Company’s control or ability to predict. Although the Company believes that its assumptions are reasonable, they are not guarantees of future performance, and some will inevitably prove to be incorrect. As a result, the Company’s actual future results can be expected to differ from its expectations, and those differences may be material. Factors that could cause actual results to differ materially from those expressed in the forward-looking statements include, without limitation, the risk that one or more conditions to closing may not be satisfied or waived, including RTB’s obligation to satisfy certain funding requirements; the risk that the contemplated transactions may not close on the currently contemplated terms, timeline, or at all; the risk that Nasdaq minimum pricing requirements may not be met; risks related to the integration of operations under the Platform Agreement; risks associated with RTB acquiring a significant equity interest in the Company; and the other risks and uncertainties described in Part I, Item 1A of the 2025 Form 10-K. Accordingly, investors should use caution in relying on forward-looking statements, which are based only on known results and trends at the time they are made, to anticipate future results or trends. The Company details other risks in its public filings with the SEC, including in Part I, Item 1A, Risk Factors, in the 2025 Form 10-K. The discussion in this Current Report on Form 8-K should be read in conjunction with the consolidated financial statements and notes thereto included in Part II, Item 8 in the 2025 Form 10-K.

This Current Report on Form 8-K and all subsequent written and oral forward-looking statements attributable to the Company or any person acting on its behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this section. The Company does not undertake any obligation to release publicly any revisions to its forward-looking statements to reflect events or circumstances after the date of this Current Report on Form 8-K except as may be required by law.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

10.1	Strategic Platform Agreement dated September 14, 2026.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	PARADIUM.AI, INC.
Dated: September 18, 2026
	By:	/s/ Paul Edmondson
	Name:	Paul Edmondson
	Title:	Chief Executive Officer

Filing Exhibits & Attachments

5 documents

Agreements & Contracts

• EX-10.1 EX-10.1 78.6 KB

Other Documents

• EX-10 GRAPHIC 9.3 KB
• EX-101 XBRL SCHEMA FILE 3.0 KB
• EX-101 XBRL LABEL FILE 33.4 KB
• EX-101 XBRL PRESENTATION FILE 21.9 KB