Every 8-K that RTB Digital, Inc. (RTB) has filed with the SEC in the last 24 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.
A 8-K covers material events a company has to report between its quarterly reports, so if you follow RTB and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full RTB filings page.
RTB Digital, Inc. appointed Mary Elizabeth Truss as a director on September 30, 2026. She will serve until her successor is duly elected and qualified. Truss previously served as Prime Minister of the United Kingdom and as a member of Parliament for South West Norfolk from 2010 to 2024.
Under the company’s standard board agreement, she will be eligible for an annual restricted stock unit award with a grant-date fair value of $150,000. Because she joined outside an annual shareholder meeting, she will receive a prorated award for the remaining portion of the 2026 annual service period after the agreement is fully executed. The number of units will be based on the average closing price over the five consecutive trading days before the grant date. The annual and prorated awards vest in full on December 31 of the applicable year, subject to continued service through that date. She is also eligible for approved business-expense reimbursement and may receive additional cash compensation authorized by the Compensation Committee.
RTB Digital, Inc. (RTB) disclosed two linked financing actions. On September 16 and 22, 2026, the company entered into loan agreements under which it agreed to lend certain borrowers an aggregate of $5,500,000. These loans bear interest at 20% per annum and are secured by equity owned by the borrowers.
On the same dates, RTB completed a September 2026 private placement, entering into Securities Purchase Agreements with investors, including affiliates of its founders and principal stockholders, for the sale of 494,159 shares of common stock at $11.13 per share, generating $5,500,000 in gross proceeds. The offering was conducted by RTB’s officers without broker-dealers and relied on Regulation 506(b), with the shares issued as restricted stock. RTB granted investors “piggy back” and one-time “demand” registration rights (demand exercisable 180 days after issuance, if at least 50% of the shares are included) and agreed to bear registration costs and provide indemnification. The shares are also subject to lock-up agreements releasing 25% of the shares on each of May 12, 2027, August 12, 2027, November 12, 2027, and February 14, 2028.
RTB Digital, Inc. (RTB), doing business as Roundtable, released a 2027 operating forecast describing a path to revenue growth and Adjusted EBITDA-positive operations. The company forecasts $102.1 million in revenue for full-year 2027 and $13.2 million in Adjusted EBITDA based on its current business, pipeline, and the Paradium.AI partnership.
For first quarter 2027, Roundtable projects revenue of $19.8 million, Adjusted EBITDA of $0.9 million, and gross margin of 40%, increasing to 41% for full-year 2027. The forecast also anticipates 104 enterprise media customers and 99.8 million monthly unique users in 2027, reflecting expected scale from its AI/DeFi-powered media operating platform and Coinbase-supported DeFi payment infrastructure.
RTB Digital, Inc. (RTB) announced a ten-year Strategic Platform Agreement with Paradium.AI, Inc., under which Paradium’s media brands and revenue will migrate to RTB’s AI/DeFi-powered media operations platform in exchange for revenue sharing. Closing is subject to due diligence, a successful capital raise and other conditions, and is currently anticipated in Q4 2026.
RTB states that, based on forecasts and assumptions, the Platform Agreement together with existing business could support approximately $100 million in annual gross revenue, reach 100 million monthly users, and generate about $1 billion over ten years, subject to market conditions and RTB’s sustainability. As consideration for licenses and technology transfer, RTB will issue Paradium $11.5 million of unregistered common stock, valued using a 10-day VWAP with Nasdaq price floors.
Separately, RTB agreed to acquire from Simplify Inventions, LLC and MBX Capital Aren, LLC about 49.5% of Paradium for a total purchase price of $89,555,638, comprising a $10 million existing deposit, $6 million of RTB stock and $73,555,638 in cash at closing. Completing this minority share purchase and raising the required capital are conditions to the Platform Agreement, and the sellers receive a put option on the RTB shares beginning 120 days after closing, collateralized by RTB’s revenue share under the agreement.
RTB Digital, Inc. (RTB), which operates as Roundtable, reports that former United Kingdom Prime Minister Liz Truss has joined its Board of Directors and will focus on forming a European Press Coalition using Roundtable’s media operating system to support human-led, professional journalism.
The company states it has assembled an audience exceeding 100 million within a $100 million marketplace shared by dozens of premium media brands and hundreds of professional journalists, positioning Truss to help curate and expand this ecosystem. Roundtable describes its platform as an AI/DeFi-powered enterprise media operating system aimed at monetizing and distributing professional media while protecting human-created journalism. The report and accompanying press release also contain forward-looking statements about post-merger operations, Nasdaq listing status, capital needs, user growth, and potential accretive transactions in 2026, all subject to risks and uncertainties discussed in the company’s SEC filings.
RTB Digital, Inc. (RTB) filed Amendment No. 3 to an earlier report solely to correct an Inline XBRL tagging error in Exhibit 99.2 related to a $15 million capped Price Protection Feature; the underlying terms, amounts and human-readable disclosures remain unchanged.
The amendment re-files unaudited financial statements for its operating subsidiary for the quarter ended March 31, 2026, showing revenue of $553 thousand and a net loss of $4.8 million, driven by high operating expenses and fair-value losses on crypto assets. Management discloses substantial doubt about the company’s ability to continue as a going concern given ongoing losses, negative operating cash flows and expected 2026 operating losses, and notes reliance on financings including a $2.0 million March 2026 convertible note and warrant with a fair-valued price protection obligation capped at $15 million. The notes also describe significant crypto and USDC usage, customer and vendor concentration, prior SAFE and convertible note financings, and the completed May 12, 2026 merger with Ryvyl, after which the combined company trades on Nasdaq as RTB.
RTB Digital, Inc. entered into an Executive Services Agreement with Heckman Media LLC under which James Heckman serves as Chief Executive Officer, effective June 1, 2026, with a term through December 31, 2030 unless earlier terminated. Heckman Media, wholly owned and controlled by Mr. Heckman, will receive a $50,000 monthly base salary beginning January 1, 2027, plus a $25,000 monthly bonus from June 1 through December 31, 2026, including $195,000 of retroactive compensation for June–August 2026, and an initial $250,000 cash bonus tied to recent milestones.
The agreement provides eligibility for annual performance cash bonuses equal to 50% of annual base salary upon achieving EBITDA-positive run-rate performance (excluding stock-based compensation) and 100% upon achieving $100 million in EBITDA-positive revenue on a run-rate basis. Milestone RSU and long-term stock-price-based awards are intended, in each case, to bring Mr. Heckman’s interests (through Heckman Media and other holdings) to the lesser of 10% of fully diluted capitalization, a 34,700,000-share capitalization cap, or 3,470,000 shares, subject to plans, documentation, and required approvals. If services are terminated Without Cause or for Good Reason, cash severance equals 12 months of base salary, and following a Change of Control, unvested equity fully vests and the company must offer to repurchase 50% of his shares at a five-trading-day VWAP.
RTB Digital, Inc. (RTB) announced via a current report that CEO James Heckman will host a shareholder video call on September 17, 2026, at 11:00 a.m. Eastern Time to discuss details of a highly anticipated strategic partnership previously described as involving a $10 million deposit.
The company describes the transaction as “transformational” for revenue trajectory, audience scale, advertising marketplace, operations, capitalization, and its financial forecast, and plans to share a financial forecast on the call. Shareholders and other stakeholders will be able to submit questions via RTB.io by video or text.
The disclosure is furnished under Regulation FD and not deemed filed for liability purposes. The company includes extensive forward‑looking statement language, noting that actual results may differ, including risks that the transaction may not close on anticipated terms or timeline and broader risks discussed in SEC filings.
RTB Digital, Inc. (RTB) reported a private equity financing and an update on a pending strategic partnership. On September 4, 2026, the company entered into Securities Purchase Agreements with 12 investors, including affiliates of its founders and principal stockholders, to sell 456,306 shares of common stock for gross proceeds of $5,078,720 at $11.13 per share. The offering was conducted by RTB’s officers without any broker-dealer and relied on Regulation 506(b), with the shares issued as restricted stock.
Investors received a registration rights agreement providing “piggy back” registration and a one-time “demand” right exercisable 180 days after issuance, so long as at least 50% of the shares are being registered. RTB will pay registration costs and indemnify investors; registration rights end once the shares are sold, have been covered by an effective registration statement for 16 months, or become eligible for resale under Rule 144 without volume limits. Separately, the company stated that it is progressing toward finalizing its previously disclosed strategic partnership, with the anticipated transaction expected to apply a previously disclosed $10 million deposit toward the transaction consideration, pending completion of final diligence.
RTB Digital, Inc. filed an amended current report to add full historical financial statements for its acquired subsidiary, RTB Digital, Inc. (Delaware), and unaudited pro forma combined financials reflecting the acquisition. The audited statements cover the years ended December 31, 2025 and 2024, with additional unaudited results for the quarter ended March 31, 2026.
RTB generated $2,144 (thousands) of revenue in 2025, up from $1,178 (thousands) in 2024, but its net loss widened to $8,043 (thousands) from $1,316 (thousands). Operating expenses rose to $6,870 (thousands), and other expense included a $2,182 (thousand) unrealized loss on Bitcoin and a $520 (thousand) realized loss on crypto sales.
At December 31, 2025, RTB reported total assets of $28,514 (thousands), including $10,964 (thousands) in USDC, $5,222 (thousands) in Bitcoin, a $6,500 (thousand) preferred equity investment in Ryvyl, and a $4,208 (thousand) related-party note receivable, against liabilities of $1,913 (thousands). Despite positive working capital, both management and the auditor highlight substantial doubt about RTB’s ability to continue as a going concern due to recurring losses, negative operating cash flows and expected 2026 losses, making future financing and execution of its growth plan critical.
RTB Digital, Inc., doing business as Roundtable, consummated a comprehensive technology partnership with Mario Nawfal on July 17, 2026. Under the agreement, Roundtable will host Nawfal’s non-social digital platform, MarioNawfal.com, using its integrated, AI- and DeFi-enabled Web3 technology stack.
The platform will handle publishing, monetization, syndication and business operations for Nawfal’s content, which generates more than 1 billion monthly video views, while his 24/7 news presence on X remains unchanged. Nawfal’s exclusive long-form interviews will be distributed through his own domain on Roundtable’s platform, positioning MarioNawfal.com as his owned-and-operated destination and secure IP vault. The company also includes customary forward-looking statements highlighting risks around post-merger operations, Nasdaq listing status, capital needs and user growth.
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.
RTB Digital, Inc. filed an 8-K highlighting the launch of Roundtable’s real-time, onchain payment infrastructure for professional media. The platform lets nearly 200 publishers receive ad revenue instantly in USDC, using a dedicated USDC liquidity pool and smart-wallet network.
Coinbase provides wallet support and USDC payment rails, enabling real-time settlement instead of traditional weeks‑ or months‑long ad payment cycles. Roundtable positions this as the first real-time, onchain reporting and payment system for professional media, targeting a roughly $200 billion industry. The filing also includes extensive forward-looking risk disclosures around a proposed merger and the new platform’s adoption.
RYVYL Inc. reports it has completed issuing the shares of common stock required under its merger agreement tied to the combination with RTB Digital, Inc., which closed on May 12, 2026. As of June 18, 2026, there are 13,619,997 shares of common stock issued, outstanding and under issuance instruction.
This figure does not include additional shares that could later be issued from outstanding warrants, options, RSUs, convertible debt, other share issuance agreements, or anti-dilution provisions in existing agreements, so the company’s total potential share count could rise over time as those instruments are exercised or converted.
RTB Digital, Inc. reported that director and co-founder David Bailey will leave its board as of June 1, 2026. He is stepping down to focus on his role as Chief Executive Officer of Nakamoto, Inc., which trades on Nasdaq under the symbol NAKA.
The company notes that Bailey was a founding investor, participated in the latest funding round, and has worked closely with founder James Heckman on two public-company boards. His departure is explicitly stated as not due to any disagreement over RTB Digital’s operations, policies, or practices.
RTB Digital, Inc., formerly Ryvyl Inc., completed its merger with privately held RTB Digital, making RTB a wholly owned subsidiary and shifting the business focus to a Web3 media platform serving major media brands and sports channels. At closing, the company issued 4,384,504 shares of common stock to former RTB shareholders, and immediately after the merger there were about 5,774,711 shares outstanding. The company reserved additional shares for assumed RTB securities, including options, warrants and convertible debt that may be exercised or converted in the future. Certain pre‑merger RTB security holders agreed to a 12‑month lock‑up with a further nine‑month dribble‑out. The company also changed its name to RTB Digital, Inc., its Nasdaq ticker to RTB, and reconstituted its board and executive team, appointing James Heckman as CEO and Aly Madhavji as CFO.