RTB Digital raises $5.08M in private deal

RTB Digital, Inc. (RTB) reported a private equity financing and an update on a pending strategic partnership.

Rhea-AI Filing Summary

RTB Digital, Inc. (RTB) reported a private equity financing and an update on a pending strategic partnership. On September 4, 2026, the company entered into Securities Purchase Agreements with 12 investors, including affiliates of its founders and principal stockholders, to sell 456,306 shares of common stock for gross proceeds of $5,078,720 at $11.13 per share. The offering was conducted by RTB’s officers without any broker-dealer and relied on Regulation 506(b), with the shares issued as restricted stock.

Investors received a registration rights agreement providing “piggy back” registration and a one-time “demand” right exercisable 180 days after issuance, so long as at least 50% of the shares are being registered. RTB will pay registration costs and indemnify investors; registration rights end once the shares are sold, have been covered by an effective registration statement for 16 months, or become eligible for resale under Rule 144 without volume limits. Separately, the company stated that it is progressing toward finalizing its previously disclosed strategic partnership, with the anticipated transaction expected to apply a previously disclosed $10 million deposit toward the transaction consideration, pending completion of final diligence.

Filing Explained

The restricted-share issuance expands the share count; demand registration is delayed 180 days and requires at least 50% participation.

The filing reports 456,306 restricted shares being issued; issuing them increases the share count and reduces existing holders’ percentage ownership unless offsetting changes occur.

The related registration rights provide piggyback registration and a one-time demand right exercisable 180 days after issuance, provided at least 50% of the shares are being registered.

At June 30, 2026, the company reported $492,000 of cash and $3,104,000 of operating cash use for the quarter; at that historical rate, the cash balance equaled 14.4 days of operating cash use.

Sources and calculations

• September 4, 2026 Form 8-K (2026-09-04)
• Dilution definition (undated)
• RTB Digital 2026 second-quarter fundamentals (2026-06-30)

• Available liquidity against the last reported quarterly operating outflow, in days at that rate $492,000 / ($3,104,000 / 91) = 14.4 days

8-K Event Classification

3 items: 3.02, 8.01, 9.01

3 items

Item 3.02 Unregistered Sales of Equity Securities Securities

The company sold equity securities in a private placement or other unregistered transaction.

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

Shares issued in private placement: 456,306 shares Gross proceeds from private placement: $5,078,720 Per-share offering price: $11.13 per share +5 more

8 metrics

Shares issued in private placement 456,306 shares Aggregate common stock sold in August 2026 private placement

Gross proceeds from private placement $5,078,720 Total consideration received for the August 2026 offering

Per-share offering price $11.13 per share Price for common stock sold in the private placement

Number of investors 12 investors Participants in the August 2026 Securities Purchase Agreements

Deposit applied to transaction $10 million Previously disclosed deposit expected to be applied to strategic partnership consideration

Registration effectiveness period 16 months Duration shares must be covered by an effective registration statement before rights terminate

Demand right timing 180 days Earliest date after issuance when one-time demand registration right may be exercised

Minimum shares for demand registration 50% of Shares Condition for exercising the one-time demand registration right

Key Terms

Regulation 506(b), registration rights agreement, piggy back, demand, +2 more

6 terms

Regulation 506(b) regulatory

"The Shares were sold pursuant to Regulation 506(b) and are being issued"

registration rights agreement regulatory

"RTB also entered into a registration rights agreement to register the shares"

A registration rights agreement is a contract that gives investors the option to have their ownership stakes officially registered with the government, making it easier to sell their shares later. This agreement matters because it provides investors with a clearer path to cash out their investments if they choose, offering more liquidity and confidence in their ability to sell their holdings when desired.

piggy back regulatory

"to register the shares on a “piggy back” basis and a one-time"

demand regulatory

"and a one-time “demand” basis, exercisable 180 days after issuance"

Rule 144 regulatory

"or they may be sold under Rule 144 without regard to the volume"

Rule 144 is a U.S. securities regulation that sets conditions under which restricted or insider-held shares can be legally resold to the public, such as required holding periods, availability of public information, limits on how much can be sold at once, and certain filing requirements. For investors it matters because it determines when previously locked-up shares can enter the market — like a release valve that can increase supply, affect share price, and signal insider intent.

restricted stock financial

"The Shares were sold pursuant to Regulation 506(b) and are being issued as “restricted stock.”"

Shares granted to an individual that carry limits on transfer or sale until certain conditions are met, such as staying with the company for a set time or hitting performance targets. Think of them as a locked gift that gradually opens; for investors they matter because they affect how many shares may enter the market later, signal management incentives and potential dilution, and reveal confidence in future company performance.

FAQ

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

What capital did RTB (RTB) raise in the August 2026 private placement?

RTB raised $5,078,720 in gross proceeds through the sale of 456,306 shares of common stock at $11.13 per share to 12 investors, including certain affiliates of its founders and principal stockholders.

What securities did RTB (RTB) issue in this transaction?

RTB issued 456,306 shares of its common stock as restricted stock in a private placement conducted under Regulation 506(b). The company’s officers conducted the offering without using a broker-dealer or other offering participant.

What registration rights did investors receive in RTB’s August 2026 financing?

Investors received a registration rights agreement with “piggy back” rights and a one-time “demand” right exercisable 180 days after issuance, provided at least 50% of the shares are registered. RTB will pay registration costs and indemnify investors in connection with registration.

When do RTB’s registration rights for the new shares terminate?

The right to have the shares registered ends when the shares are sold, have been covered by an effective registration statement for 16 months, or may be sold under Rule 144 without volume limitations.

What update did RTB (RTB) provide on its strategic partnership discussions?

RTB stated it is progressing toward finalizing the previously disclosed strategic partnership, pending completion of final diligence. The anticipated transaction will apply the previously disclosed $10 million deposit toward the transaction consideration.

Under what exemption was RTB’s August 2026 offering conducted?

The offering was conducted under Regulation 506(b), and the shares issued are characterized as restricted stock, meaning they are subject to resale limitations until certain conditions are met.

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 4, 2026

RTB Digital, Inc.

(Exact name of registrant as specified in its charter)

Nevada		001-34294		22-3962936
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

4300 University Way, Suite C
Seattle, WA 98105

(Address of principal executive offices and zip code)

Registrant’s telephone number, including area code: (855) 201-1613

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	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))

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

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.001 per share		RTB		The Nasdaq Stock Market LLC (Nasdaq Capital Market)

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 3.02. Unregistered Sales of Equity Securities

August 2026 Private Placement

On September 4, 2026, RTB Digital, Inc. (“RTB”) entered into Securities Purchase Agreements with 12 investors, including certain persons and entities affiliated with RTB’s founders and principal stockholders, for the offer and sale of an aggregate of 456,306 (“Shares”) shares of common stock, for gross proceeds of $5,078,720. The per share price was $11.13. The officers of RTB conducted the offering without engaging any broker dealer or other offering participant.

RTB also entered into a registration rights agreement to register the shares on a “piggy back” basis and a one-time “demand” basis, exercisable 180 days after issuance of the Shares, as long as 50% of the Shares are being registered. The right to have the Shares registered will terminate when the Shares are sold, they have been covered by an effective registration statement for 16 months or they may be sold under Rule 144 without regard to the volume limitations. RTB has agreed to pay registration costs, and indemnify the investors in relation to registration. The Shares were sold pursuant to Regulation 506(b) and are being issued as “restricted stock.”

Item 8.01 Other Events

To eliminate uncertainty in the marketplace regarding the previously disclosed Strategic Partnership discussions (8-K filed March 25, 2026), the Company confirms that it is progressing toward finalizing the agreement, pending completion of final diligence. The anticipated transaction will apply the previously disclosed $10 million deposit toward the transaction consideration.

1

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Name of Exhibit
10.2*		Form of Subscription Agreement for August 2026 private placement between the Registrant and several investors
10.3*		Form of Registration Rights Agreement for August 2026 private placement between the Registrant and several investors
104*		Cover Page Interactive Data File (embedded within the inline XBRL document).

* Filed or furnished herewith

2

SIGNATURES

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.

	RYVYL Inc.
	By:	/s/ James Heckman
		Name:	James Heckman
		Title:	Chief Executive Officer

Dated: September 8, 2026

3

Filing Exhibits & Attachments

5 documents

Agreements & Contracts

• EX-10.2 EXHIBIT 10.2 43.7 KB
• EX-10.3 EXHIBIT 10.3 153.8 KB

Other Documents

• EX-101 XBRL SCHEMA FILE 2.9 KB
• EX-101 XBRL LABEL FILE 33.4 KB
• EX-101 XBRL PRESENTATION FILE 21.8 KB