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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 30, 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 5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Appointment of Mary Elizabeth Truss as Director
On September 30, 2026, the Board of Directors
of RTB Digital, Inc., a Nevada corporation (the “Company”) appointed Mary Elizabeth Truss as a director of the Company. Ms.
Truss will serve as a director until her successor is duly elected and qualified.
Ms. Truss served as the 56th Prime Minister of the United Kingdom.
She was the Conservative MP for South West Norfolk between 2010 and 2024, during which period she held ministerial office for more than
ten years between 2012 and 2022 and, after an initial spell as a junior education minister, sat at the Cabinet table in six different
roles, prior to becoming Prime Minister: Secretary of State for the Environment, Food and Rural Affairs; Lord Chancellor and Secretary
of State for Justice; Chief Secretary to the Treasury; Secretary of State for International Trade; and Foreign Secretary – as well
as Minister for Women and Equalities.
As Prime Minister she sought to implement her Plan for Growth, including
a raft of tax cuts to kick-start economic growth and reforms to boost productivity. Regrettably these reforms were sabotaged as a result
of the actions of the Bank of England and opposition from Conservatives In Name Only in the House of Commons and she reached the conclusion
that she could not deliver the mandate on which she had been elected and stepped down.
Her Sunday Times best-seller Ten Years to Save the West
was published by Skyhorse in April 2024 and in December 2025 launched The Liz Truss Show, available on YouTube and all major podcast
platforms.
The Company believes Ms. Truss’s international business, government,
and media experience, together with her relationships in the United Kingdom media market, will provide the Board and the Company with
valuable perspective as the Company develops and operates its enterprise media operating system.
In connection with her appointment, Ms. Truss will enter into the Company’s
standard form of Board of Directors Agreement. Under the agreement, Ms. Truss will be eligible to receive an annual equity award with
a grant-date fair value of $150,000, to be granted in the form of restricted stock units (“RSUs”). Because Ms. Truss was appointed
other than at an annual meeting of shareholders, she will receive a prorated RSU award for the portion of the 2026 annual service period
remaining following the full execution of her Board of Directors Agreement. The number of RSUs will be determined based on the average
closing price of the Company’s common stock over the five consecutive trading days ending on the trading day immediately preceding
the applicable grant date. The annual and prorated awards vest in full on December 31 of the applicable calendar year, subject to Ms.
Truss’s continued service through the vesting date. Ms. Truss will also be eligible for reimbursement of reasonable, approved business
expenses and may receive such additional cash compensation as may be authorized by the Compensation Committee from time to time.
There is no arrangement or understanding between
Ms. Truss and any other person pursuant to which she was selected to serve as a director. Ms. Truss does not have any family relationships
with any of the Company’s executive officers or directors, and does not have any direct or indirect material interest in any transaction
or proposed transaction required to be reported under Item 404(a) of Regulation S-K.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. |
|
Name of Exhibit |
| |
|
|
| 104* |
|
Cover Page Interactive Data File (embedded within the inline XBRL document). |
| * |
Filed or furnished herewith |
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.
| |
RTB Digital, Inc. |
| |
|
|
| |
By: |
/s/ James Heckman |
| |
|
Name: |
James Heckman |
| |
|
Title: |
Chief Executive Officer |
Dated: October 2, 2026
