RTB Digital, Inc. SEC Filings

RTB Digital, Inc. filed an amended current report to add full historical financial statements for its acquired subsidiary, RTB Digital, Inc. (Delaware), and unaudited pro forma combined financials reflecting the acquisition. The audited statements cover the years ended December 31, 2025 and 2024, with additional unaudited results for the quarter ended March 31, 2026.

RTB generated $2,144 (thousands) of revenue in 2025, up from $1,178 (thousands) in 2024, but its net loss widened to $8,043 (thousands) from $1,316 (thousands). Operating expenses rose to $6,870 (thousands), and other expense included a $2,182 (thousand) unrealized loss on Bitcoin and a $520 (thousand) realized loss on crypto sales.

At December 31, 2025, RTB reported total assets of $28,514 (thousands), including $10,964 (thousands) in USDC, $5,222 (thousands) in Bitcoin, a $6,500 (thousand) preferred equity investment in Ryvyl, and a $4,208 (thousand) related-party note receivable, against liabilities of $1,913 (thousands). Despite positive working capital, both management and the auditor highlight substantial doubt about RTB’s ability to continue as a going concern due to recurring losses, negative operating cash flows and expected 2026 losses, making future financing and execution of its growth plan critical.

RTB Digital, Inc. reports that Jason Christopher Dorsett is a ten percent owner of the company’s Common Stock. He is shown as directly holding 4,174,028 shares of Common Stock as of May 26, 2026, with no purchases or sales reported in this statement.

RTB Digital, Inc. received a Schedule 13G reporting that Jason Christopher Dorsett, a California citizen with a business address in San Juan, Puerto Rico, beneficially owns 4,174,028 shares of Common Stock of RTB Digital, Inc. The filing states this represents 30.64% of the class. Dorsett is reported to have sole voting power and sole dispositive power over all 4,174,028 shares, with no shared voting or dispositive power.

RTB Digital, Inc., doing business as Roundtable, consummated a comprehensive technology partnership with Mario Nawfal on July 17, 2026. Under the agreement, Roundtable will host Nawfal’s non-social digital platform, MarioNawfal.com, using its integrated, AI- and DeFi-enabled Web3 technology stack.

The platform will handle publishing, monetization, syndication and business operations for Nawfal’s content, which generates more than 1 billion monthly video views, while his 24/7 news presence on X remains unchanged. Nawfal’s exclusive long-form interviews will be distributed through his own domain on Roundtable’s platform, positioning MarioNawfal.com as his owned-and-operated destination and secure IP vault. The company also includes customary forward-looking statements highlighting risks around post-merger operations, Nasdaq listing status, capital needs and user growth.

RTB Digital, Inc. reports its post-combination share structure and lock-up terms. As of July 13, 2026, the company has 13,619,997 shares of common stock issued, outstanding and under issuance instruction.

Approximately 15% of these shares constitute the public float, while about 85% are subject to shareholder lock-up arrangements for at least twelve months, with releases to occur incrementally thereafter. The lock-up agreements covering founders and major investors were voluntarily entered into by the relevant shareholders.

RTB Digital, Inc. insider James Lamar Walton Comer filed a Schedule 13D reporting beneficial ownership of 4,504,276 shares of common stock, or 31.7% of the company. This position stems from RTB Digital’s business combination with Legacy RTB and subsequent note conversions.

Legacy RTB shareholders received 0.5305 RTB Digital shares for each Legacy RTB share in the merger completed on May 12, 2026, and Comer’s Legacy RTB convertible notes converted into 3,494,888 RTB Digital shares on May 13, 2026. A portion of his holdings is issuable through options and warrants exercisable within 60 days. Certain former Legacy RTB security holders, including insiders and large shareholders, agreed to a 12‑month lock‑up with an additional nine‑month dribble‑out period. Comer, the company’s chairman and a director, states he may increase or decrease his stake over time depending on business and market conditions.

RTB Digital, Inc. director and Chief Financial Officer Alykhan Madhavji filed an initial Form 3 reporting indirect holdings in the company’s common stock and related derivatives through affiliated entities BFF II Pte Ltd. and BFF Ltd.

The filing shows BFF II Pte Ltd. holding 1,361,825 shares of common stock and a warrant exercisable for 93,197 shares, while BFF Ltd. holds 87,529 shares and stock options covering additional shares. Mr. Madhavji may be deemed to have indirect beneficial ownership through these entities but disclaims beneficial ownership except to the extent of any pecuniary interest.

RTB Digital, Inc. director and Chief Financial Officer Alykhan Madhavji, through affiliated entity BFF Ltd., exercised stock options to acquire 145,881 shares of Common Stock at $1.89 per share on June 4, 2026. The shares were issued to BFF Ltd. Following this cash exercise, BFF Ltd. holds 233,410 shares of Common Stock, while it continues to hold stock options to purchase an additional 182,351 shares at $1.89 per share, with vesting and expiration dates ranging from August 1, 2026 to August 1, 2028. No shares were sold in this transaction, which reflects a derivative exercise rather than an open-market trade.

RTB Digital, Inc. filed an 8-K highlighting the launch of Roundtable’s real-time, onchain payment infrastructure for professional media. The platform lets nearly 200 publishers receive ad revenue instantly in USDC, using a dedicated USDC liquidity pool and smart-wallet network.

Coinbase provides wallet support and USDC payment rails, enabling real-time settlement instead of traditional weeks‑ or months‑long ad payment cycles. Roundtable positions this as the first real-time, onchain reporting and payment system for professional media, targeting a roughly $200 billion industry. The filing also includes extensive forward-looking risk disclosures around a proposed merger and the new platform’s adoption.