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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): October 1, 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
Appointment of Erin Schaefer as Director
On October 1, 2026, the Board of Directors of RTB
Digital, Inc., a Nevada corporation (the “Company”), appointed Erin Schaefer as a director of the Company. Ms. Schaefer will
serve as a director until her successor is duly elected and qualified.
Ms. Schaefer began her executive career with a 14-year
tenure at Google, including Managing Director of Global Operations at Youtube, Global Brand Advertising Strategy, and led Americas video
advertising. Erin built the brand commercialization engine from scratch into a $10B+ global revenue business and led a major turnaround
of YouTube’s Trust & Safety function, earning Google’s Great Manager Award for her leadership. As a transformative leader
in digital innovation, Schaefer scaled multi-billion-dollar commercial engines, leading high-stakes organizational turnarounds, and driving
global operations at the frontier of technology. Most recently, she served as Chief Operating Officer at General Catalyst ($43B+ AUM),
where she directed the operating model and capital allocation.
Previously, Ms. Schaefer was General Manager and P&L
owner at Niantic, overseeing the US Gaming Studio, Global Game Publishing, and the B2B Niantic Spatial Platform, leading Niantic Games
to a multi-billion dollar exit. Ms. Schaefer holds a B.A. in Political Science from Stanford University and an M.B.A. from Harvard Business
School. She has served on public, private company, and non-profit boards including the Hillsborough Schools Foundation where she is currently
the President.
The Company believes Ms. Schaefer’s business,
board, and leadership experience, together with her industry relationships, will provide the Board and the Company with valuable perspective
as the Company develops and operates its enterprise media operating system.
In connection with her appointment, Ms. Schaefer will
enter into the Company’s standard form of Board of Directors Agreement. Under the agreement, Ms. Schaefer will be eligible to receive
an annual equity award with a grant-date fair value of $150,000, to be granted in the form of restricted stock units (“RSUs”).
Because Ms. Schaefer was appointed other than at an annual meeting of shareholders, she will receive a prorated RSU award for the portion
of the 2026 annual service period remaining following the full execution of her Board of Directors Agreement. The number of RSUs will
be determined based on the average closing price of the Company’s common stock over the five consecutive trading days ending on
the trading day immediately preceding the applicable grant date. The annual and prorated awards vest in full on December 31 of the applicable
calendar year, subject to Ms. Schaefer’s continued service through the vesting date. Ms. Schaefer will also be eligible for reimbursement
of reasonable, approved business expenses and may receive such additional cash compensation as may be authorized by the Compensation Committee
from time to time.
There is no arrangement or understanding between Ms.
Schaefer and any other person pursuant to which she was selected to serve as a director. Ms. Schaefer does not have any family relationships
with any of the Company’s executive officers or directors, and does not have any direct or indirect material interest in any transaction
or proposed transaction required to be reported under Item 404(a) of Regulation S-K.
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 |
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: October 6, 2026
