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. reports that Jason Christopher Dorsett is a ten percent owner of the company’s Common Stock. He is shown as directly holding 4,174,028 shares of Common Stock as of May 26, 2026, with no purchases or sales reported in this statement.
RTB Digital, Inc. received a Schedule 13G reporting that Jason Christopher Dorsett, a California citizen with a business address in San Juan, Puerto Rico, beneficially owns 4,174,028 shares of Common Stock of RTB Digital, Inc. The filing states this represents 30.64% of the class. Dorsett is reported to have sole voting power and sole dispositive power over all 4,174,028 shares, with no shared voting or dispositive power.
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.