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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): June 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.) |
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 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,
including statements regarding the Company’s ability to consummate the proposed acquisition of RTB Digital, Inc (the “Merger”).
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.
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. Risk factors affecting the Company are 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. These forward-looking
statements include, but are not limited to, statements regarding the Merger between the Company and RTB Digital, Inc. (collectively, the
“Parties”), the likelihood that the SEC will declare the Registration Statement on Form S-4 filed by the Company in connection
with the Merger effective, the expected closing of the Merger and the timing thereof and as adjusted descriptions of the post-transaction
company and its operations, strategies and plans. There are a number of risks and uncertainties that could cause actual results to differ
materially from the forward-looking statements included in the Form 8-K and the Press Release. These include: the risk that the Parties’
businesses will not be integrated successfully and the risk that cost savings, synergies and growth from the proposed Merger may not be
fully realized or may take longer to realize than expected; the possibility that stockholders of the Company may not approve the issuance
of new shares of Company common stock in the Merger or that stockholders of the Company may not approve the Merger; the risk that a condition
to the closing of the Merger may not be satisfied, that either party may terminate the definitive agreement or that the closing of the
Merger might be delayed or may not occur at all; potential adverse reactions or changes to business or employee relationships, including
those resulting from the announcement or completion of the Merger; the risk that the Parties do not receive regulatory or other approvals
of the Merger; the occurrence of any other event, change, or other circumstances that could give rise to the termination of the Merger
agreement or changes to the transactions; the risk that changes in the Company’s capital structure and governance could have adverse
effects on the market value of its securities; the ability of the Parties to retain customers and retain and hire key personnel and maintain
relationships with their suppliers and customers and on the Parties’ operating results and business generally; the risk the Merger
could distract the respective managements of the Parties from ongoing business operations or cause the Parties to incur substantial costs;
impacts on the Parties’ plans for value creation and strategic advantages, market size and growth opportunities, regulatory conditions,
competitive position and the interest of other corporations in similar business strategies, technological and market trends, future financial
condition and performance and expected financial impacts of the Merger; the risk that the Parties may be unable to reduce expenses or
access financing or liquidity; the impact of any economic downturn; the risk of changes in governmental regulations or enforcement practices;
and other important factors that could cause actual results to differ materially from those projected and those discussed under risk factors
in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 and other filings filed with the SEC (including
its Current Reports on Form 8-K and Quarterly Reports on Form 10-Q). Forward-looking statements speak only as of the date they are made.
The Company does not assume any obligation to update forward-looking statements as circumstances change. The Company gives no assurance
that it will achieve its expectations.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. |
|
Name of Exhibit |
| 99.1 |
|
Press Release, dated June 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.
| |
RTB Digital, Inc. |
| |
|
|
| |
By: |
/s/ James Heckman |
| |
|
Name: |
James Heckman |
| |
|
Title: |
Chief Executive Officer |
Dated: June 22, 2026
Exhibit 99.1
Roundtable
Launches Real-Time, AI/DeFi Payment Platform
Professional
publishers can now get paid the instant revenue is earned, settled in USDC via Coinbase and through Roundtable’s Media Liquidity
Pool and smart-wallet network.
Cannes,
FR. June 22, 2026: RTB Digital, Inc. (“Roundtable”) (NASDAQ: RTB), the world’s only AI/DeFi-powered enterprise
media platform, today announced the launch of its real-time, onchain payment infrastructure for professional media, taking direct aim
at the industry’s antiquated ad buy/sell settlement cycles. Beginning this week, nearly 200 professional publishers are gaining
the ability to receive USDC the moment ad revenue is earned. Coinbase, the most trusted crypto platform serving consumers through its
suite of financial apps and institutions through Coinbase Prime, will provide the crypto wallet support and USDC payment rails that enable
Roundtable and its publisher partners to settle ad revenue in real time.
At
the core of Roundtable’s model is a tech-driven approach to brokering and tracking ad sales end-to-end, with USDC settling each
transaction the instant it closes, dramatically shortening settlement times that have historically taken weeks or months. To power this,
Roundtable operates a dedicated USDC liquidity pool, purpose-built to finance ad buy/sell transactions at scale
“Coinbase
is thrilled to support Roundtable’s use of USDC and blockchain-enabled payments to modernize media ad sales, empowering creators
to finance their content production by dramatically reducing payment lags,” said John D’Agostino, Head of Strategy, Coinbase
Institutional.
Roundtable’s
Media Liquidity Pool and smart-wallet network automatically settles earned ad revenue as USDC, recording every transaction onchain, the
industry’s first real-time, immutable reporting and payment infrastructure for professional media. It’s designed to restore
economic equity, data sovereignty, and IP control to a $200 billion industry that has long been marginalized by social platforms.
“For
decades, professional media has subsidized the growth of social platforms while being denied access to the same financial and distribution
technology,” said James Heckman, Founder and CEO of Roundtable.”Moving traditional media from TradFi to DeFi represents the
next frontier, not just faster wires or tokenized assets, but fully transparent, real-time economics for a $200 billion industry.”
Roundtable’s
AI/DeFi-powered Enterprise Media Platform combines real-time smart-wallet reporting and DeFi-based instant settlement into a single system
for professional media. The platform provides the same caliber of technology infrastructure that has powered Silicon Valley’s largest
platforms, including syndication, sales operations, distribution, monetization, audience engagement, data security, AI moderation, IP
restoration, and now instant DeFi payments, purpose-built for the professional media brands that create original content.
About
Roundtable (RTB Digital, Inc.)
Roundtable
(NASDAQ: RTB) is the AI/DeFi-powered Enterprise Media Platform built for the professional media industry, including distribution, publishing,
monetization, data, and syndication operations. The platform was developed over years by a founding team that includes Eyal Hertzog,
inventor of DeFi technology, including automated market making and liquidity pools, and creator of the first video social network. Co-founder
James Heckman, a media technology veteran, created the first social network and blogging platform, the first premium programmatic ad
marketplace, and led digital strategy for News Corp and Yahoo. Nearly 200 publishers are live on the platform. 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. 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.
Investor
Relations Contact:
Richard
Land, Alliance Advisors Investor Relations
973-873-7686,
rland@allianceadvisors.com
Public
Relations Contact:
Mehab
Qureshi, RTB Digital, Inc.
+91
90289 77198, press@roundtable.io
