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  4. [8-K] RTB Digital, Inc. Reports Material Event

RTB Digital (Nasdaq: RTB) leaves just 15% of stock tradable

Filing Impact
(High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

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.

Positive

  • None.

Negative

  • None.

Filing Explained

The key holder-level change is a 15% public float alongside approximately 85% of 13,619,997 shares locked up for at least twelve months.

Form 8-Ks report specified material events, and this filing uses Item 8.01 to disclose the post-combination status of RTB Digital, Inc.’s shareholder lock-up arrangements.

Following consummation of the combination on May 12, 2026, the company states that it completed the lock-up of shares held by founders and major investors.

As of July 13, 2026, it reports 13,619,997 common shares issued, outstanding and under issuance instruction, with approximately 15% in the public float and approximately 85% subject to lock-up arrangements for at least twelve months.

The disclosed structure therefore places the larger share block under lock-up while the public float remains approximately 15%; the filing says the locked shares will be released incrementally thereafter.

The company characterizes the lock-ups as voluntary arrangements entered into by the applicable shareholders.

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, and exhibit attachments filed with this report.

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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): July 13, 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.)

 

3111 Camino Del Rio North, Suite 400
San Diego, CA 92108

(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 8.01 Other Events.

 

Following the consummation of the combination on May 12, 2026, RTB Digital, Inc. (the “Company”) has completed its lock-up of shares held by founders and major investors.  As of July 13, 2026, the Company has 13,619,997 shares of common stock issued, outstanding and under issuance instruction. Of the issued and outstanding shares, approximately 15% constitute the public float, and approximately 85% are subject to lock-up arrangements for at least twelve months, to be released incrementally thereafter. The lock-up agreements were voluntarily entered into by the applicable shareholders.

 

1

 

 

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

 

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: July 13, 2026

 

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Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

3 documents

Other Documents