RTB Digital raises $5.5M, lends $5.5M at 20%

Q: What financing transactions did RTB (symbol RTB) announce in this 8-K?

RTB Digital, Inc. reported entering into loan agreements to lend an aggregate of $5,500,000 at 20% interest, and a September 2026 private placement selling 494,159 shares of common stock for $5,500,000 in gross proceeds.

Q: How many shares did RTB (RTB) sell and at what price in the September 2026 private placement?

RTB sold an aggregate of 494,159 shares of common stock at a per share price of $11.13, resulting in $5,500,000 of gross proceeds under Securities Purchase Agreements with investors.

Q: What are the key terms of the loans RTB (RTB) agreed to make?

RTB agreed to lend certain borrowers an aggregate of $5,500,000. The loans bear interest at 20% per annum and are secured by equity owned by the borrowers, according to the disclosed loan agreements.

Q: What registration rights did investors receive in RTB’s September 2026 private placement?

Investors received piggy back registration rights and a one-time demand registration right exercisable 180 days after issuance if at least 50% of the shares are registered. RTB will pay registration costs and indemnify investors regarding registration.

Q: What lock-up restrictions apply to the new RTB (RTB) shares and when do they expire?

The shares are subject to lock-up agreements, releasing in four equal 25% tranches: on May 12, 2027, August 12, 2027, November 12, 2027, and February 14, 2028. After each date, the corresponding tranche is no longer subject to those lock-up restrictions.

Q: Under what exemption were RTB (RTB) shares sold, and are they freely tradable?

The shares were sold pursuant to Regulation 506(b) and are issued as restricted stock. They remain restricted until sold, covered by an effective registration statement for 16 months, or eligible for sale under Rule 144 without volume limits.

RTB Digital, Inc. raised $5.5 million in a private placement and committed to lend the same amount at 20% interest under equity-secured loan agreements.

Available on EDGAR 09/22/2026 - 05:17 PM EDT Accepted by SEC EDGAR 09/22/2026 - 05:16 PM EDT

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Form Type

8-K

Rhea-AI Filing Summary

RTB Digital, Inc. (RTB) disclosed two linked financing actions. On September 16 and 22, 2026, the company entered into loan agreements under which it agreed to lend certain borrowers an aggregate of $5,500,000. These loans bear interest at 20% per annum and are secured by equity owned by the borrowers.

On the same dates, RTB completed a September 2026 private placement, entering into Securities Purchase Agreements with investors, including affiliates of its founders and principal stockholders, for the sale of 494,159 shares of common stock at $11.13 per share, generating $5,500,000 in gross proceeds. The offering was conducted by RTB’s officers without broker-dealers and relied on Regulation 506(b), with the shares issued as restricted stock. RTB granted investors “piggy back” and one-time “demand” registration rights (demand exercisable 180 days after issuance, if at least 50% of the shares are included) and agreed to bear registration costs and provide indemnification. The shares are also subject to lock-up agreements releasing 25% of the shares on each of May 12, 2027, August 12, 2027, November 12, 2027, and February 14, 2028.

8-K Event Classification

3 items: 1.01, 3.02, 9.01

3 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 3.02 Unregistered Sales of Equity Securities Securities

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

Item 9.01 Financial Statements and Exhibits Exhibits

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

Key Figures

Aggregate loan commitments: $5,500,000 Loan interest rate: 20% per annum Shares sold in private placement: 494,159 shares +4 more

7 metrics

Aggregate loan commitments $5,500,000 Total amount RTB agreed to lend under loan agreements entered September 16 and 22, 2026

Loan interest rate 20% per annum Interest rate on loans secured by borrowers’ equity

Shares sold in private placement 494,159 shares Common stock sold in September 2026 private placement

Private placement price per share $11.13 per share Pricing of RTB common stock in September 2026 private placement

Private placement gross proceeds $5,500,000 Total gross proceeds from sale of 494,159 shares

Demand registration right timing 180 days Earliest date after issuance when one-time demand registration right is exercisable

Lock-up tranche percentage 25% per tranche Percentage of shares released at each of four lock-up release dates through February 14, 2028

Key Terms

Securities Purchase Agreements, registration rights agreement, piggy back, Regulation 506(b), +2 more

6 terms

Securities Purchase Agreements financial

"RTB entered into Securities Purchase Agreements with investors, including certain"

A securities purchase agreement is a legal contract that spells out the terms when a company sells stocks, bonds, or other investment instruments to buyers. It lays out price, how many securities change hands, any promises or protections for each side, and when the sale is completed—like a detailed sales contract for investments. Investors care because it determines ownership stakes, potential dilution, rights attached to the securities, and conditions that affect the company’s future value.

registration rights agreement financial

"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 financial

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

Regulation 506(b) regulatory

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

restricted stock financial

"Regulation 506(b) and are being issued as “restricted stock.” RTB also entered"

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.

lock-up agreements financial

"RTB also entered into lock-up agreements pursuant to which the Shares"

A lock-up agreement is a contract that prevents company insiders—founders, employees, and early investors—from selling their shares for a set period after a public stock offering. It matters to investors because it keeps a large block of shares off the market temporarily; when the lock-up ends, those holders can sell and this increased supply can cause the stock price to fall, similar to a timed release that suddenly opens a valve.

FAQ

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

What financing transactions did RTB (symbol RTB) announce in this 8-K?

RTB Digital, Inc. reported entering into loan agreements to lend an aggregate of $5,500,000 at 20% interest, and a September 2026 private placement selling 494,159 shares of common stock for $5,500,000 in gross proceeds.

How many shares did RTB (RTB) sell and at what price in the September 2026 private placement?

RTB sold an aggregate of 494,159 shares of common stock at a per share price of $11.13, resulting in $5,500,000 of gross proceeds under Securities Purchase Agreements with investors.

What are the key terms of the loans RTB (RTB) agreed to make?

RTB agreed to lend certain borrowers an aggregate of $5,500,000. The loans bear interest at 20% per annum and are secured by equity owned by the borrowers, according to the disclosed loan agreements.

What registration rights did investors receive in RTB’s September 2026 private placement?

Investors received piggy back registration rights and a one-time demand registration right exercisable 180 days after issuance if at least 50% of the shares are registered. RTB will pay registration costs and indemnify investors regarding registration.

What lock-up restrictions apply to the new RTB (RTB) shares and when do they expire?

The shares are subject to lock-up agreements, releasing in four equal 25% tranches: on May 12, 2027, August 12, 2027, November 12, 2027, and February 14, 2028. After each date, the corresponding tranche is no longer subject to those lock-up restrictions.

Under what exemption were RTB (RTB) shares sold, and are they freely tradable?

The shares were sold pursuant to Regulation 506(b) and are issued as restricted stock. They remain restricted until sold, covered by an effective registration statement for 16 months, or eligible for sale under Rule 144 without volume limits.

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 16, 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 1.01 Entry into a Material Definitive Agreement

On September 16 and 22, 2026, the Company entered into loan agreements with certain borrowers (“Borrowers”), pursuant to which the Company agreed to lend Borrowers an aggregate of $5,500,000. The loans bear interest at 20% per annum and are secured by equity owned by Borrowers. See Item 3.02 of this Current Report. The foregoing description of the loan agreements is qualified in its entirety by reference to the form of loan agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K.

Item 3.02. Unregistered Sales of Equity Securities

September 2026 Private Placement

On September 16 and 22, 2026, RTB Digital, Inc. (“RTB”) entered into Securities Purchase Agreements with investors, including certain persons and entities affiliated with RTB’s founders and principal stockholders, for the offer and sale of an aggregate of 494,159 (“Shares”) shares of common stock, for gross proceeds of $5,500,000. 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.”

RTB also entered into lock-up agreements pursuant to which the Shares will be released from the applicable transfer restrictions in four equal tranches as follows: (i) 25% on May 12, 2027; (ii) 25% on August 12, 2027; (iii) 25% on November 12, 2027; and (iv) 25% on February 14, 2028. Following each applicable release date, the corresponding tranche of shares will no longer be subject to such lock-up restrictions, subject to applicable securities laws and any other restrictions that may apply to such shares.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Name of Exhibit
10.1*		Form of Loan Agreement for $5,500,000 loans to certain borrowers.
10.2*		Form of Subscription Agreement for September 2026 private placement between the Registrant and investor
10.3*		Form of Registration Rights Agreement for September 2026 private placement between the Registrant and investor
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.

RYVYL Inc.

By:	/s/ James Heckman
	Name:	James Heckman
	Title:	Chief Executive Officer

Dated: September 22, 2026

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

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