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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 10, 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 5.02. Departure of Directors or Certain Officers; Election
of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On September 10, 2026, RTB Digital, Inc. (the “Company”)
entered into an Executive Services Agreement (the “Agreement”) with Heckman Media LLC (“HM”), pursuant to which
HM will provide the services of James Heckman to the Company as its Chief Executive Officer. The Company will pay various amounts to HM,
including periodic cash amounts, cash bonus amounts and equity awards based on revenue, profits and share price growth of the Company.
The Agreement has been made effective as of June 1, 2026, to reflect the fact that Mr. Heckman has been providing services to the Company
since its merger acquisition of RTB Digital, Inc, and has a term ending December 31, 2030, unless earlier terminated in accordance with
its terms. HM is a limited liability company wholly owned and controlled by Mr. Heckman
The Agreement also provides that so long as Mr. Heckman is the
Company’s Chief Executive Officer, he will be a director of the Company, subject to the ordinary nomination and election process
for all directors.
Under the Agreement, HM will receive compensation for Mr. Heckman’s
services consisting of: (i) a monthly base salary of $50,000 beginning January 1, 2027 through the remainder of the term; (ii) a bonus
to the base salary of $25,000 per month, from June 1, 2026 through December 31, 2026, including $195,000 in retroactive compensation for
June through August 2026, net of certain amounts previously paid; and (iii) an initial cash bonus of $250,000, payable within five days
following execution of the Agreement, in each case subject to the terms of the Agreement, as a result of recently achieving certain milestones.
HM is eligible for annual performance cash bonuses equal to 50%
of the annual base salary upon achievement of EBITDA-positive run-rate performance, excluding stock-based compensation, and 100% of the
annual base salary upon the Company’s achievement of $100 million in EBITDA-positive revenue, excluding stock-based compensation,
on a run-rate basis, subject to dilution caps.
The Agreement provides for potential milestone incentive RSU awards,
in connection with the Company’s May 2026 merger and Nasdaq listing and upon the Company’s achievement of $100 million in
revenue on a run-rate basis. In each case, the award is intended to result in HM, together with other equity interests of Mr. Heckman
in the Company, holding the lesser of 10% of the Company’s fully diluted capitalization, subject to a 34,700,000-share capitalization
cap, or 3,470,000 shares of common stock in the aggregate. The contemplated milestone incentives are subject to the Company’s equity
incentive plan, definitive documentation, applicable legal and exchange requirements, and required Board and stockholder approvals and
verification of reaching milestones.
The Agreement provides potential annual long-term, milestone-based
incentive equity awards for 2027 through 2031, based on achieving stock-price appreciation targets, subject to the terms of the Company’s
long-term incentive plan, applicable board approvals and verification.
HM will be reimbursed for health care coverage it provides for
Mr. Heckman and his family, but neither HM or Mr. Heckman will not otherwise participate in general Company employee benefit plans. HM
will be reimbursed for reasonable business expenses incurred by Mr. Heckman. HM and Mr. Heckman are also covered by the Company’s
standard Non-disclosure, Non-Competition, Non-Solicitation and Inventions Assignment Agreement.
If the Company terminates the services of Mr. Heckman’s
Without Cause, or if HM resigns the engagement for Good Reason, the Agreement provides for payment of accrued obligations and cash severance
equal to 12 months of base salary, payable in equal monthly installments over 12 months, subject to execution of a separation agreement
and general release of claims. If Mr. Heckman’s services are terminated Without Cause following a Change of Control, the unvested
equity awards and Company shares will fully vest, and the Company must offer to repurchase 50% of his Company shares at the five-trading-day
VWAP specified in the Agreement.
The foregoing description of the Agreement is qualified in its
entirety by reference to the Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. |
|
Name of Exhibit |
| |
|
|
| 10.1*† |
|
Executive Services Agreement, dated September 10, 2026, by and among RTB Digital, Inc., Heckman Media LLC and James Heckman. |
| 104* |
|
Cover Page Interactive Data File (embedded within the inline XBRL document). |
| * |
Filed or furnished herewith |
| † |
Management employment agreement |
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: September 16, 2026
