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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 15, 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 8.01 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 filed herewith as Exhibit 99.1 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, may contain
forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. Such forward-looking
statements are characterized by future or conditional verbs such as “may,” “will,” “expect,” “intend,”
“anticipate,” “believe,” “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 statements are only predictions and the Company’s
actual results may differ materially from those anticipated in these forward-looking statements. Such forward-looking statements are subject
to risks and uncertainties, many of which are beyond the Company’s control, which could cause the Company’s actual results
to differ materially from those expressed in or implied by these 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," "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 timing and effects of the merger transaction and the integration of the business of RTB into the combined post-merger company and
the effects of the overall merger transaction and future operations of the post-merger 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 post-merger company being able to maintain its
listing on Nasdaq for the common stock, having sufficient capital for its operations and planned business expansion, and developing its
business and capturing users for its services. 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 15, 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 15, 2026
3
Exhibit 99.1
Roundtable Shareholder Call Scheduled. Anticipated,
Transformative Transaction Signed, CEO Heckman to Share Details, Economics
The Company will host a video conference call
at 11:00 a.m. ET on Thursday, September 17
SEATTLE, WA — September 15, 2026 — Roundtable (Nasdaq:
RTB), the AI/DeFi-powered platform serving major media and professional journalism, today announced that CEO James Heckman will host a
shareholder video call at 11:00 a.m. ET on Thursday, September 17, 2026, to share details of the highly anticipated strategic partnership,
previously disclosed as a $10 million deposit.
“The transaction is transformational, at every level, including
revenue trajectory, audience scale, advertising marketplace, operations, capitalization, and financial forecast,” said Roundtable
CEO James Heckman. “It’s the final piece to the puzzle constructed and carefully planned over the past four quarters, and
so we want to offer all shareholders and all stakeholders the opportunity to engage, ask questions, and fully understand the strategy
behind not only this transaction, but how it all fits together, for our going-forward growth plan — and we will be including a financial
forecast.
Questions can be asked via video or text on RTB.io. Submissions are
available now. The Company expects to provide further details on Thursday.
Shareholder call details
Host: James Heckman, Chief Executive Officer
When: Sep 17, 2026, 11:00 AM Eastern Time (US and Canada)
Topic: Roundtable Press Conference
Join from PC, Mac, iPad, or Android:
https://zoom.us/j/92656213602?pwd=JgtHDmX3KKz3tXinKb9vwXVCVb0Hat.1
Passcode: 792940
Phone one-tap:
+12532050468,,92656213602#,,,,*792940# US
+12532158782,,92656213602#,,,,*792940# US (Tacoma)
Join via audio:
+1 253 205 0468 US
+1 253 215 8782 US (Tacoma)
+1 301 715 8592 US (Washington DC)
+1 305 224 1968 US
+1 309 205 3325 US
+1 312 626 6799 US (Chicago)
+1 346 248 7799 US (Houston)
+1 360 209 5623 US
+1 386 347 5053 US
+1 507 473 4847 US
+1 564 217 2000 US
+1 646 558 8656 US (New York)
+1 646 931 3860 US
+1 669 444 9171 US
+1 669 900 6833 US (San Jose)
+1 689 278 1000 US
+1 719 359 4580 US
Webinar ID: 926 5621 3602
Passcode: 792940
International numbers available: https://zoom.us/u/aDWNfvoOp
About RTB Digital, Inc.
Roundtable (NASDAQ: RTB) is the world’s only AI/DeFi-powered
Enterprise Media Platform, integrating distribution, publishing, monetization, community, syndication, and DeFi payment operations, powering
professional 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,” “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. 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, including the risk that the transaction does not close or is not completed
on the anticipated terms or timeline, and the risk factors discussed in detail in the Company’s filings with the SEC. 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.
Public Relations Contact:
press@roundtable.io
