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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 22, 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 7.01 Regulation FD Disclosure.
Reference is made to the disclosure in Item 7.01 of this Current Report
on Form 8-K (this “Form 8-K”), which disclosure is incorporated herein by reference. The Press Release (as defined below)
is furnished as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.
The information contained in this Form 8-K under Item 7.01, including
Exhibit 99.1 attached hereto, is deemed to be “furnished” and shall not be deemed to be “filed” for purposes of
Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and shall not be deemed incorporated by
reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, whether
made before or after the date hereof. The information set forth in this Item 7.01 of this Form 8-K and Exhibit 99.1 attached hereto shall
not be deemed an admission as to the materiality of any information in this Form 8-K that is required to be disclosed solely to satisfy
the requirements of Regulation FD.
Forward-Looking Statements
This Form 8-K, including Exhibit 99.1 attached hereto, includes information
that constitutes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E
of the Securities Exchange Act of 1934, as amended. These forward-looking statements are based on the Company’s current beliefs, assumptions
and expectations regarding future events, which in turn are based on information currently available to the Company. Such forward-looking
statements include statements that are characterized by future or conditional words such as “may,” “will,” “expect,”
“intend,” “anticipate,” “believe,” “forecast,” “estimate,” and “continue”
or similar words. You should read statements that contain these words carefully because they discuss future expectations and plans, which
contain projections of future results of operations or financial condition or state other forward-looking information. Such forward-looking
statements include statements regarding the accretive transactions undertaken to date and future operations and revenues of the Company.
By their nature, forward-looking statements address matters that are subject to risks and uncertainties. A variety of factors could cause
actual events and results to differ materially from those expressed in or contemplated by the forward-looking statements, such as the
company being able to maintain its listing on Nasdaq for the common stock, having sufficient capital for its acquisitions, operations
and business integration and expansion, and developing its business and capturing users for its services. Annualized and longer period
revenue and business and financial estimates are subject to macroeconomic events, to industry changes, to competitive forces, to client
development and retention, to capital availability, and to many other operational factors; therefore, any operational and financial forecasts
offered by the Company must take into account the fact that the underlying assumptions may significantly change over time, may not be
borne out, and projected results may substantively increase or decrease. Other risk factors affecting the Company are discussed in detail
in the Company’s filings with the U.S. Securities and Exchange Commission. The Company undertakes no obligation to publicly update or
revise any forward-looking statement, whether as a result of new information, future events or otherwise, except to the extent required
by applicable laws.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. |
|
Name of Exhibit |
| |
|
|
| 99.1* |
|
Press Release, dated September 22, 2026 |
| 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
Exhibit 99.1
Roundtable
Files 8-K: Projects $90-$100 Million in 2027 Revenue and Annualized Adjusted EBITDA-Positive Operations
Company
expects to achieve annualized Adjusted EBITDA-positive operations during 2027.
SEATTLE,
Sept. 22, 2026 (GLOBE NEWSWIRE) -- Roundtable (Nasdaq: RTB), an AI/DeFi-powered Enterprise Media Operating System, announces its
2027 operating forecast in a Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission.
The
Company forecasts $102 million in 2027 revenue and an Adjusted EBITDA-positive operations, based on current business and pipeline, and
pro forma for the recently announced Paradium.AI partnership. Because the Company’s operating costs are largely fixed, significant
operating leverage results as revenue scales past profitability.
2027
operating forecast (in $ millions)
| | |
Q1 2027 | | |
FY 2027 | |
| Enterprise Media Customers | |
| 64 | | |
| 104 | |
| Monthly unique users (millions) | |
| 83.4 | | |
| 99.8 | |
| Revenue (million) | |
$ | 19.8 | | |
$ | 102.1 | |
| Cost of Sales | |
$ | 11.8 | | |
$ | 60.1 | |
| Gross profit | |
$ | 8.0 | | |
$ | 42.0 | |
| Gross margin | |
| 40 | % | |
| 41 | % |
| Operating expenses | |
$ | 7.0 | | |
$ | 28.8 | |
| Adjusted EBITDA* | |
$ | 0.9 | | |
$ | 13.2 | |
| * | Adjusted
EBITDA is a non-GAAP financial measure intended to reflect steady-state operations and excludes certain non-cash, transaction, transition
and one-time costs, including PAAI transaction and integration expenses, reimbursed severance and staff wind-down costs, stock-based
compensation, licensing and vendor transition costs, depreciation and amortization, interest, capital expenditures and professional fees.
A reconciliation to net income (loss), the most directly comparable GAAP measure, is not available without unreasonable effort due to
the variability, complexity and limited visibility of these items, including the accounting treatment of the Paradium.AI transaction,
which could materially affect GAAP results. The forecast requires successful closure of PAAI transaction, which requires financing. See
the accompanying press release for the full non-GAAP disclosure. |
The
PAAI partnership brings sufficient scale and market-based pricing to RTB’s market leading capabilities - which benefit all RTB
customers. Our business model eliminates customers’ SaaS operational costs, and grows traffic and engagement, enabling media customers
to focus their resources on creating content and engaging audiences.
Roundtable
provides a unified DeFi/AI platform to media companies, which typically rely on fragmented third-party systems. RTB’s platform
integrates publishing, syndication, monetization, real-time payments, security, and AI protection against fraudulent traffic and other
threats.
Background
After
launching its platform in June 2026 at The Cannes Lions International Festival of Creativity, Roundtable began to onboard enterprise
media customers in the third quarter of 2026. 2027 will be the first full year of at-scale platform operations, and settled in partnership
with Coinbase.
2027
Strategy
Roundtable
is initially focusing on onboarding customers in the sports, finance, technology and news sectors, the initial verticals of what
the Company believes will be a 20-vertical premium information marketplace. Developing business into verticals provides scale for verticalized
marketers and thus higher yield per inventory unit.
About
Roundtable (RTB Digital, Inc.)
Roundtable
(NASDAQ: RTB) is an AI/DeFi-powered Enterprise Media Operating System, integrating distribution, publishing, monetization, community,
syndication and DeFi payment operations, powering professional and major media brands. The Web3 platform was developed over years by
digital pioneers and co-founders, Eyal Hertzog and James Heckman.
For
more information, visit rtb.io.
Cautionary
Note Regarding Forward-Looking Statements
This
press release includes information that constitutes forward-looking statements within the meaning of Section 27A of the Securities Act
of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements are based on
the Company’s current beliefs, assumptions and expectations regarding future events, which in turn are based on information currently
available to the Company. Such forward-looking statements include statements that are characterized by future or conditional words such
as “may,” “will,” “expect,” “intend,” “anticipate,” “believe,”
“forecast,” “estimate,” and “continue” or similar words. You should read statements that contain
these words carefully because they discuss future expectations and plans, which contain projections of future results of operations or
financial condition or state other forward-looking information. Such forward-looking statements include statements regarding the accretive
transactions undertaken in 2026 and future operations and revenues of the Company. By their nature, forward-looking statements address
matters that are subject to risks and uncertainties. A variety of factors could cause actual events and results to differ materially
from those expressed in or contemplated by the forward-looking statements, such as the Company being able to maintain its listing on
Nasdaq for the common stock, having sufficient capital for its acquisitions, operations and business integration and expansion, and developing
its business and capturing users for its services. Annualized and longer period revenue and business estimates are subject to the effect
of macroeconomic events, industry changes, competitive forces, client development and retention, capital availability, and many other
operational factors; therefore, any financial forecasts offered by the Company must take into account the fact that the underlying assumptions
may not bear out or may significantly change over time and projected results may substantively increase or decrease. Other risk factors
affecting the Company are discussed in detail in the Company’s filings with the U.S. Securities and Exchange Commission. The Company
undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events
or otherwise, except to the extent required by applicable laws.
Investor
Relations Contact: ir@roundtable.io
Public
Relations Contact: pr@roundtable.io