RTB Digital, Inc 8-K/A, filed Sep 16, 2026
RTB Digital, Inc. (RTB)
About this 8-K/A
RTB Digital, Inc filed this 8-K/A on September 16, 2026, reporting on events of May 12, 2026.
Items reported
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
Amendment No. 3
Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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telephone number, including area code: (
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:
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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).
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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. ☐
EXPLANATORY NOTE
RTB Digital, Inc. (the “Company”) is filing this Amendment No. 3 on Form 8-K/A (this “Amendment”) to further amend its Current Report on Form 8-K filed with the Securities and Exchange Commission on May 13, 2026, as previously amended (the “Original Report”).
The sole purpose of this Amendment is to correct an Inline XBRL tagging error in Exhibit 99.2 to Amendment No. 2, filed on July 27, 2026. The exhibit correctly disclosed in the human-readable document that the Price Protection Feature is capped at $15 million; however, the amount was incorrectly tagged in the machine-readable XBRL data using a share-based concept and “shares” unit rather than a monetary concept and USD unit.
This Amendment files a corrected Exhibit 99.2 and related Inline XBRL data. It does not change the human-readable disclosure, financial statements, any reported amount or the underlying terms of the transaction. Except for this correction, this Amendment does not amend, update or modify the Original Report or its previous amendments.
1
Item 9.01. Financial Statements and Exhibits
| (d) | Exhibits |
| * | Filed or furnished herewith | |
| ** | Previously filed |
2
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused this amended report to be signed on its behalf by the undersigned, thereunto duly authorized.
| RTB Digital, Inc. | ||
| (Registrant) | ||
| Date: September 16, 2026 | By: | /s/ James Heckman |
| James Heckman | ||
| Chief Executive Officer (Principal Executive Officer) | ||
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Exhibit 99.2
RTB Digital, Inc.
Financial Statements (Unaudited)
Three Months Ended March 31, 2026 and 2025
RTB Digital, Inc.
CONDENSED BALANCE SHEETS
(In thousands, except share data)
| March 31 | December 31, | |||||||
| 2026 | 2025 | |||||||
| (Unaudited) | ||||||||
| Assets | ||||||||
| Current assets: | ||||||||
| Cash and cash equivalents | $ | $ | ||||||
| USDC | ||||||||
| Accounts receivable, net | ||||||||
| Prepayments and other current assets | ||||||||
| Deposit on digital media investment | ||||||||
| Contractual right to offset | ||||||||
| Total current assets | ||||||||
| Acquired and other intangible assets, net | ||||||||
| Investment in crypto assets | ||||||||
| Investment in Ryvyl | ||||||||
| Related party note receivable, net | ||||||||
| Other assets | ||||||||
| Total assets | $ | $ | ||||||
| Liabilities and stockholders’ equity (deficit) | ||||||||
| Current liabilities: | ||||||||
| Accounts payable | $ | $ | ||||||
| Accrued expenses and other | ||||||||
| Unearned revenue | ||||||||
| March 2026 convertible note and warrant | ||||||||
| Deferred cost - contract liability - current | ||||||||
| Total current liabilities | ||||||||
| March 2026 convertible note and warrant price protection feature | ||||||||
| Total liabilities | ||||||||
| Stockholders’ equity (deficit): | ||||||||
| Preferred Stock, Class A par value $ | ||||||||
| Common stock, Class B par value $ | ||||||||
| Common stock, Class A par value $ | ||||||||
| Additional paid-in capital | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Total stockholders’ equity | ||||||||
| Total liabilities and stockholders’ equity | $ | $ | ||||||
See accompanying notes to the unaudited condensed financial statements
1
RTB Digital, Inc.
CONDENSED STATEMENTS OF OPERATIONS
(In thousands)
(Unaudited)
| Three Months Ended March 31, | ||||||||
| 2026 | 2025 | |||||||
| Revenue | $ | $ | ||||||
| Cost of revenue | ||||||||
| Gross profit | ||||||||
| Operating expenses | ||||||||
| Selling and marketing | ||||||||
| General and administrative | ||||||||
| Depreciation and amortization | ||||||||
| Total operating expenses | ||||||||
| Loss from operations | ( | ) | ( | ) | ||||
| Other income (expenses) | ||||||||
| Loss on sale of crypto assets | ( | ) | ||||||
| Unrealized loss on investment | ( | ) | ||||||
| Change in fair value on crypto assets | ( | ) | ||||||
| Interest income | ||||||||
| Total other income (expenses) | ( | ) | ( | ) | ||||
| Loss before income taxes | ( | ) | ( | ) | ||||
| Income tax provision | ||||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
See accompanying notes to the unaudited condensed financial statements
2
RTB Digital, Inc.
CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)
(In thousands, except share data)
(Unaudited)
| Class A Preferred Stock | Class B Common Stock | Class A Common Stock | Additional Paid-in | Accumulated | ||||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Shares | Amount | Capital | Deficit | Total | ||||||||||||||||||||||||||||
| Balance at December 31, 2025 | $ | $ | $ | $ | $ | ( | ) | $ | ||||||||||||||||||||||||||||
| Stock-based compensation | - | - | - | |||||||||||||||||||||||||||||||||
| Net loss | - | - | - | ( | ) | ( | ) | |||||||||||||||||||||||||||||
| Balance at March 31, 2026 | $ | $ | $ | $ | $ | ( | ) | $ | ||||||||||||||||||||||||||||
| Class A Preferred Stock | Class B Common Stock | Class A Common Stock | Additional Paid-in | Accumulated | ||||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Shares | Amount | Capital | Deficit | Total | ||||||||||||||||||||||||||||
| Balance at December 31, 2024 | - | $ | $ | | $ | | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||||||||||
| Stock-based compensation | - | - | ||||||||||||||||||||||||||||||||||
| Stock issued for service | ||||||||||||||||||||||||||||||||||||
| Net loss | - | - | ( | ) | ( | ) | ||||||||||||||||||||||||||||||
| Balance at March 31, 2025 | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||||||||||||||||
See accompanying notes to the unaudited condensed financial statements
3
RTB Digital, Inc.
CONDENSED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
| Three Months Ended March 31, | ||||||||
| 2026 | 2025 | |||||||
| Cash flows from operating activities | ||||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
| Depreciation and amortization | ||||||||
| Stock compensation expense | ||||||||
| Loss on sale of crypto assets | ||||||||
| Unrealized loss on crypto assets | ||||||||
| Unrealized loss on short-term investment | ||||||||
| Change in operating assets and liabilities net of effect of acquisitions: | ||||||||
| Accounts receivable, net | ( | ) | ( | ) | ||||
| Prepayments and other current assets | ( | ) | ( | ) | ||||
| Contractual right to offset | ||||||||
| Accounts payable | ||||||||
| Accrued liabilities | ( | ) | ( | ) | ||||
| Deferred cost-contract liability | ( | ) | ( | ) | ||||
| Unearned revenue | ( | ) | ||||||
| Net cash used in operating activities | ( | ) | ( | ) | ||||
| Cash flows from investing activities | ||||||||
| Proceeds from sale of crypto assets | ||||||||
| Proceed from issuance of SAFE notes payable | ||||||||
| Capitalized platform development cost | ( | ) | ( | ) | ||||
| Related party notes receivable principal receipt | ||||||||
| Investment in related party common stocks | ( | ) | ||||||
| Net cash provided by (used in) investing activities | ( | ) | ||||||
| Cash flows from financing activities | ||||||||
| Proceeds from March 2026 financing | ||||||||
| Repayment of debt | ||||||||
| Proceeds from issuance of SAFE notes payable | ||||||||
| Issuance of stock, net | ||||||||
| Net cash provided by financing activities | ||||||||
| Net increase (decrease) in cash and cash equivalents | ( | ) | ||||||
| Cash and cash equivalents – beginning of period | ||||||||
| Cash and cash equivalents – end of period | $ | $ | ||||||
| Supplemental disclosure of cash flow information | ||||||||
| Cash paid for interest | $ | $ | ||||||
| Cash paid for taxes | $ | $ | ||||||
| Supplemental disclosure of non-cash activities | ||||||||
| USDC investment | $ | $ | ||||||
| Settlement of accounts payable with USDC | $ | $ | ||||||
See accompanying notes to the unaudited condensed financial statements
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| 1. | Organization and Basis of Presentation |
Organization
Roundtable Media, LLC was incorporated in Puerto
Rico on May 27, 2021. On November 9, 2022, it transitioned to a Delaware Corporation as “Roundtable Media, Inc.” with
all LLC shares exchanged for shares in
Unless the context indicates otherwise, Roundtable Media, LLC, Roundtable Media, Inc., and RTB Digital, Inc., are together hereinafter referred to as the “Company.”
Business Operations
RTB Digital, Inc. is a media company that has developed an exclusive coalition of professionally managed online media channels based on a Company developed technology platform. The Company’s operations primarily consist of software development, advertising and sponsorship sales, building a list of selective, invite-only “Platform Partners” and reaching out to potential Platform Partners for discussion.
Each channel is operated by an invite only Platform Partner, drawn from major media companies, subject matter experts, reporters, and social leaders. Platform Partners publish professional content and oversee an online community for their respective channels, leveraging the Company’s proprietary, Web3-based, mobile-enabled, video-focused technology platform (the “Platform”), engaging niche audiences within a single coalition.
Platform Partners incur the costs in content creation on their respective channels and receive a share of the revenue associated with their content. Because of the state-of-the-art technology and large scale of the Platform and our expertise in search engine optimization, user engagement, ad monetization and content distribution, Platform Partners continually benefit from our ongoing technological advances and audience development expertise. While the Platform Partners benefit from these critical performance improvements, they may also save substantial technology, infrastructure, advertising sales, member marketing and management costs.
The Company’s strategy includes acquiring related online media, publishing and technology businesses by merger or acquisition that management believes will expand the scale of unique users interacting on our technology platform. The Company believes that with an increased scale in unique users, it will be able to obtain improved advertising terms and grow advertising revenue.
Going Concern
For
the years ended December 31, 2025, and 2024, the Company reported net losses of $
Due to the foregoing factors, and after considering the conditions and events known to management through the date of these financial statements, management has determined that the Company's available cash and other liquidity will not be sufficient to fund the Company's operations and capital needs for the twelve months following the issuance date of these financial statements. These conditions raise substantial doubt about the Company's ability to continue as a going concern. The Company's ability to continue as a going concern is contingent upon the successful execution of management's plans to improve its liquidity position over the next twelve months, which include, without limitation, all of the following:
| ● | increasing revenue through expanded advertising and sponsorship agreements; |
| ● | increasing revenue and revenue diversity by recruiting more media partners to utilize the Company’s platform. Through the first six months of 2026, the Company has recruited 20-plus sports partner channels, covering the Oakland Athletics, Stanford Cardinal, Liverpool FC, Atlanta Falcons, Georgia Bulldogs, Tampa Bay Rays, Manchester United, Chelsea, and Real Madrid, among others; |
| ● | leveraging revenue growth opportunities stemming from the recently completed merger with Ryvyl Inc., effective May 12, 2026 (see Note 10, Subsequent Events); |
| ● | exploring
additional strategic initiatives, including M&A opportunities, which on March 5, 2026, resulted in the Company entering into an agreement
to purchase an equity stake in a digital media company (see Note 10, Subsequent Events). The transaction represents up to $ |
| ● | raising
additional capital through a variety of means, including private and public equity offerings. The Company recently initiated a PIPE fundraising
round targeting a minimum of $ |
Management has assessed that its plan described above, if successfully implemented, is appropriate and sufficient to address its liquidity shortfall and to provide funds to cover operations for the next 12 months from the date of these financial statements. However, there can be no assurance that we will be successful in implementing our plan, that our projections of our future capital needs will prove accurate, or that any additional funding will be available in a timely manner, on favorable terms, or be sufficient to continue our operations. The Company’s financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.
5
| 2. | Summary of Significant Accounting Policies |
Basis of Presentation
The accompanying unaudited interim condensed financial statements (“Interim Financial Statements”) have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and SEC interim requirements and are shown in condensed form and should be read in conjunction with the Company’s audited annual financial statements and related notes. Certain information and disclosures normally included in annual financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to applicable interim reporting requirements. These Interim Financial Statements reflect all adjustments, consisting only of normal recurring items that management considers necessary for a fair presentation of the results for the interim periods.
Use of Estimates
The preparation of the Company’s Interim Financial Statements in conformity with GAAP requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the Interim Financial Statements and the reported results of operations during the reporting period. Significant estimates include the allowance for credit losses, capitalization of platform development costs and associated useful lives and other acquired intangible assets and associated useful lives, valuation allowances for deferred tax assets and uncertain tax positions, valuation of stock options and warrants, and assumptions used to calculate certain contingent liabilities. These estimates are based on information available as of the date of the Interim Financial Statements and, as such, actual results could differ from management’s estimates.
Revenue Recognition
In accordance with Accounting Standards Codification 606, Revenue from Contracts with Customers (“ASC 606”), revenues are recognized when control of the promised goods or services are transferred to the customer in an amount that reflects the consideration that the Company expects to receive in exchange for those goods or services.
The Company generates revenue from digital advertising, sponsorship and other service arrangements, partner and publisher arrangements, syndication arrangements, and digital subscriptions. The Company evaluates each significant revenue stream and contractual arrangement to determine whether it is acting as principal or agent. When the Company controls the promised good or service before transfer to the customer, revenue is recognized on a gross basis. When the Company’s role is to arrange for another party to provide the good or service, revenue is recognized on a net basis.
Because the Company enters into multiple types of revenue arrangements, its principal versus agent conclusion is evaluated separately for each significant revenue stream and contractual arrangement. In making this determination, the Company considers the indicators of control under ASC 606, including primary responsibility for fulfillment, inventory risk, and discretion in establishing price. Accordingly, some arrangements are recognized on a gross basis and others on a net basis, depending on whether the Company controls the promised good or service before transfer to the customer. Significant costs of revenue are presented as a separate line item on the statements of operations.
Disaggregation of Revenue
The following table provides revenue disaggregated by category and timing of recognition:
| Three Months Ended March 31, | ||||||||
| 2026 | 2025 | |||||||
| Revenue by category: | ||||||||
| Digital revenue | ||||||||
| Point in time revenue recognition | ||||||||
| Direct advertising | $ | $ | ||||||
| Publisher revenue | ||||||||
| Syndication revenue | ||||||||
| Other digital revenue | ||||||||
| Total digital revenue | ||||||||
| Service revenue | ||||||||
| Over-time revenue recognition | ||||||||
| Sponsorship | ||||||||
| Total service revenue | ||||||||
| Total revenue | $ | $ | ||||||
Contract Balances
The timing of the Company’s performance under its various contracts often differs from the timing of the customer’s payment, which results in the recognition of a contract asset receivable or a contract liability (unearned revenue).
The following table provides information about contract balances:
| March 31, 2026 | December 31, 2025 | |||||||
| Unearned revenue (short-term contract liabilities) | ||||||||
| Direct advertising revenue | $ | $ | ||||||
| Non-advertising Service revenue | ||||||||
| $ | $ | |||||||
Unearned revenue, also referred to as contract liabilities, are contracts signed in advance of performance and are recognized as revenue over time. The Company records contract liabilities as unearned revenue on the unaudited condensed interim balance sheets. Direct advertising revenue and service revenue of $81was recognized during the three months ended March 31, 2026. No direct advertising revenue and service revenue was recognized during the three months ended March 31, 2025.
6
Cash and Cash Equivalents
The
Company maintains cash and cash equivalents at banks where amounts on deposit may exceed the Federal Deposit Insurance Corporation limit
of $
USDC
USDC is a stablecoin redeemable on a one-to-one basis for U.S. dollars and is accounted for as a financial instrument in the Company’s balance sheets. Circle Internet Financial, LLC (“Circle”) and its affiliate, Circle Internet Financial Europe SAS is the issuer of USDC, a crypto-asset stablecoin with a conversion rate of 1:1 pegged to the U.S. Dollar. The Company records USDC at cost, which approximates fair value, and subsequently measures it at fair value each reporting period.
Changes in the fair value of USDC, if any, are recognized in other income (expense), net in the unaudited condensed interim statements of operations. From time to time, the Company utilizes USDC to pay vendors and accepts USDC as payment from customers or investors in lieu of cash and cash equivalents.
There are volatility risks related to stablecoins, which are designed to have a relatively stable price relative to an underlying physical asset, most commonly a fiat currency, such as U.S. dollars, or an exchange-traded commodity. The stability of a stablecoin results from the underlying assets backing the stablecoin that are held by the stablecoin issuer in reserve accounts, among other factors, such as the ability of a holder to redeem the stablecoin from its issuer at par. The issuers of certain stablecoins currently retain broad discretion to determine the composition and amounts of assets held in the issuers’ accounts backing those stablecoins, and to substitute assets other than the fiat currency that is initially deposited. The composition of backing assets varies considerably across popular stablecoins, with some stablecoins backed entirely by off-chain assets including cash or short-term, highly liquid assets, and others backed by assets significantly less liquid than cash or cash equivalents. In the case of USDC, Circle reported that, as of December 31, 2025, underlying reserves were held in cash, short-duration U.S. Treasuries, and overnight U.S. Treasury repurchase agreements within segregated accounts for the benefit of USDC holders.
Crypto Assets
The Company holds crypto assets, including BTC, for investment and operational purposes. Crypto assets are digital assets recorded on blockchain-based distributed ledger networks and traded on digital asset exchanges. The Company measures its crypto assets at fair value at each reporting date based on quoted market prices in active markets. Changes in the fair value of crypto assets are recognized in earnings in the period in which they occur. The Company determines the cost basis of its BTC using the first-in, first-out (FIFO) method. Realized gains and losses on dispositions are calculated based on this cost-based methodology.
As of March 31, 2026, the Company had the following crypto assets:
| Crypto Asset | Coins Held | Cost Basis ($USD) | Fair Value ($USD) | |||||||||
| Bitcoin ($BTC) | $ | $ | ||||||||||
As of December 31, 2025, the Company had the following crypto assets:
| Crypto Asset | Coins Held | Cost Basis ($USD) | Fair Value ($USD) | |||||||||
| Bitcoin ($BTC) | $ | $ | ||||||||||
Gains and losses related to the Company’s crypto assets primarily reflect the remeasurement of these assets to fair value during the reporting period. The fair value of BTC is determined using quoted prices in active markets and is classified within Level 1 of the fair value hierarchy.
Accounts Receivable and Allowance for Credit Losses
The Company receives payments from direct advertising customers based upon contractual payment terms. Accounts receivable is recorded when the right to consideration becomes unconditional and are generally collected within the contractual payment terms. The Company generally receives payments from advertising and non-advertising service customers at the time of contract sign-up and in advance of providing services.
The Company performs an ongoing evaluation of collectability, customer creditworthiness, historical levels of credit losses, and future expectations. The Company records an allowance for credit losses at the amount that it believes will approximate anticipated losses. Accounts receivable are written-off when deemed uncollectible and collection of the receivable is no longer being actively pursued.
In determining the amount of the allowance, the Company considers its historical level of credit losses. The Company also makes judgments about the creditworthiness of significant customers based on ongoing credit evaluations, and the Company assesses current economic trends that might impact the level of credit losses in the future. Historically, the Company has had no significant write-offs of accounts receivable.
However,
since the Company cannot reliably predict future changes in the financial stability of its customers, it cannot guarantee that its allowances
will continue to be adequate. If actual credit losses are significantly greater than the estimated allowance, the Company would increase
its general and administrative expenses and increase its reported net losses.
Concentration
The Company’s cash and cash equivalents, USDC, and accounts receivable are potentially subject to concentration of credit risk. The sections below further discuss these risks by type of concentration.
7
Significant Customers
The
Company generates a significant portion of its revenue from a limited number of customers and service suppliers. For the three months
ended March 31, 2026, revenue from three customers represented
As
of March 31, 2026, four customers accounted for approximately
The Company continuously monitors the creditworthiness of its customers and service suppliers and maintains allowances for potential credit losses as management deems appropriate. To date, the Company has not experienced any material credit losses or write-offs of accounts receivable.
Significant Vendors
Concentrations
of risk with respect to third party vendors who provide products and services to the Company are limited. If not limited, such concentrations
could impact profitability if a vendor failed to fulfill their obligations or if a significant vendor was unable to renew an existing
contract and the Company was not able to replace the related product or service at the same cost. For the three months ended March 31,
2026, three vendors accounted for approximately
As
of March 31, 2026, two vendors accounted for
Platform Development
The Company capitalizes platform development costs for internal use when planning and design efforts are successfully completed, and development is ready to commence. The Company places capitalized platform development assets into service and commences amortization when the applicable project or asset is substantially complete and ready for its intended use. Once placed into service, the Company capitalizes the qualifying costs of specified upgrades or enhancements to capitalized platform development assets when the upgrade or enhancement will result in new or additional functionality. Costs associated with platform maintenance and training are expensed as incurred.
The Company capitalizes external labor costs, including payroll-based and stock-based compensation, benefits and payroll tax, direct testing costs, integral to release, tools or small scripts integral to building the release that are incurred for certain capitalized platform development projects related to the Platform.
Platform development costs are amortized on a straight-line basis over three years, which is the estimated useful life of the related asset and is recorded as an expense on the statements of operations. The amortization period may be accelerated if the useful life of the related asset is shortened.
As
of March 31, 2026, and December 31, 2025, the Company had capitalized platform development costs of $
Intangible Assets
Definite-lived
intangible assets, consisting of acquired and developed technology, and web domains, are amortized using the straight-line method over
the estimated economic life of the assets. Definite-lived intangible assets are tested for recoverability whenever events or changes
in circumstances indicate that the carrying amount of an asset may not be recoverable.
| Platforms | |||
| Web domains |
Fair Value of Financial Instruments
The authoritative guidance with respect to fair value established a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three levels and requires that assets and liabilities carried at fair value be classified and disclosed in one of three categories, as presented below. Disclosure as to transfers in and out of Levels 1 and 2, and activity in Level 3 fair value measurements, is also required.
Level 1. Observable inputs such as quoted prices in active markets for an identical asset or liability that the Company has the ability to access as of the measurement date. Financial assets and liabilities utilizing Level 1 inputs include active-exchange traded securities and exchange-based derivatives.
Level 2. Inputs, other than quoted prices included within Level 1, which are directly observable for the asset or liability or indirectly observable through corroboration with observable market data. Financial assets and liabilities utilizing Level 2 inputs include fixed income securities.
Level 3. Unobservable inputs in which there is little or no market data for the asset or liability which requires the reporting entity to develop its own assumptions. Financial assets and liabilities utilizing Level 3 inputs include infrequently traded non-exchange-based derivatives and commingled investment funds and are measured using present value pricing models.
The Company determines the level in the fair value hierarchy within which each fair value measurement falls in its entirety, based on the lowest level input that is significant to the fair value measurement in its entirety. In determining the appropriate levels, the Company performs an analysis of the assets and liabilities at each reporting period end.
8
The carrying amount of the Company’s financial instruments comprised of cash, accounts receivable, accounts payable, USDC, and accrued expenses approximate fair value because of the short-term maturity of these instruments. USDC is contractually redeemable for fiat currency on demand. As any changes in the fair value are reported in earnings as they occur, the derecognition of USDC does not necessarily give rise to a gain or loss. The Company also holds BTC, a digital asset that is measured at fair value at each reporting period based on quoted prices in active markets, with changes in fair value recognized in earnings. Additionally, the instruments associated with the March 2026 Convertible Note and March 2026 Warrant are classified as level 2 on the fair value hierarchy as the valuation inputs include the price of similar, but not identical, instruments.
March 2026 Convertible Note and Warrants
On
March 6, 2026, the Company completed a private financing and raised $
Upon
conversion of the March 2026 Convertible Note and exercise of the March 2026 Warrant, the investor will receive restricted shares which
it cannot sell or pledge for a period of time.
The Company elected to account for the March 2026 Convertible Note under the fair value option whereby the Company will recognize the March 2026 Convertible Note at fair value with changes in fair value recognized in earnings except for changes in fair value due to the instrument specific credit risk, which is recognized in other comprehensive income.
The March 2026 Warrant is accounted for at fair value with changes in fair value recognized in earnings as it meets the definition of a derivative. As of March 31, 2026, the March 2026 Warrant does not qualify for a scope exception to derivative accounting since the March 2026 Warrant will be exercisable into an unknown number of shares. In subsequent reporting periods, the Company will continue to analyze the March 2026 Warrant to determine if it continues to meet the definition of a derivative and if it continues to not qualify for a scope exception to derivative accounting.
The Price Protection Feature is also accounted for at fair value with changes in fair value recognized in earnings as it represents an obligation to issue additional shares when the value of the Company’s shares decreases.
The
fair value of the March 2026 Convertible Note, March 2026 Warrant, and Price Protection Feature at issuance was $
Recent Accounting Pronouncements
Recently issued accounting pronouncements not yet adopted
In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. This ASU aims to enhance the transparency of financial reporting by requiring public business entities (PBEs) to provide detailed disclosures about the components of significant expense captions presented in the income statement. The Company will be required to disclose, in a tabular format, the amounts recognized within each relevant expense caption in the income statement. This ASU is effective for fiscal years beginning after December 15, 2026; early adoption is permitted using either a prospective or retrospective transition method. The Company is not planning to early adopt ASU 2024-03.
Recently adopted accounting pronouncements
In July 2025, the FASB issued ASU No. 2025-05, Measurement of Credit Losses for Accounts Receivable and Contract Assets (“ASU 2025-05”). The amendments allow an entity to apply a practical expedient when estimating expected credit losses, which assumes that the current conditions as of the balance sheet date will not change for the remaining life of the accounts receivable and contract assets arising from contracts with customers. The amendments are effective for fiscal years beginning after December 15, 2025, and interim reporting periods within those fiscal years, with early adoption permitted. If the practical expedient is elected, the amendments should be applied prospectively. The Company adopted the amendments effective for the current fiscal year and the adoption did not have a material impact on the Company’s financial statements and related disclosures
| 3. | Prepayments and Other Current Assets |
Prepayments and other current assets are summarized as follows:
| March 31, 2026 | December 31, 2025 | |||||||
| Prepaid insurance | $ | | $ | | ||||
| Prepaid license | ||||||||
| Prepaid hiring fees | ||||||||
| Prepaid revenue share | ||||||||
| Other | ||||||||
| $ | $ | |||||||
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| 4. | Investment in Ryvyl |
On
October 6, 2025, the Company entered into a Securities Purchase Agreement (the “SPA”) with Ryvyl Inc. (“Ryvyl”),
a related party with which the Company merged, effective May 12, 2026, pursuant to which the Company purchased
The
Preferred Stock is convertible, at the option of the Company, into shares of Ryvyl’s common stock at an initial conversion price
of $
The
Preferred Stock has liquidation preferences senior to Ryvyl’s common stock and entitles the Company to receive an amount equal
to the aggregate stated value $
| 5. | Intangible Assets |
On January 27, 2024, the Company entered into an agreement with deWeb Ltd., an Israeli technology company, to acquire proprietary technology platform assets, intellectual property, and related digital assets necessary for the operation of the Company’s media technology platform. The acquisition was completed through a non-monetary exchange in which the Company issued equity instruments and assumed contractual obligations in lieu of cash consideration.
Management
determined that the acquired technology platform represents a finite-lived intangible asset under ASC 350-30, Intangibles—Goodwill
and Other—General Intangibles Other Than Goodwill. The total acquisition cost of the intellectual property was $
Subsequent
to acquisition, the Company also incurs platform development costs that add new functionality or materially improves performance or features
of the platform assets. As of March 31, 2026, and December 31, 2025, the Company capitalized platform development costs of $
As
of March 31, 2026 and December 31, 2025, other intangible assets, consisting of web domains reported net of amortization, were $
The Company evaluates the recoverability of intangible assets on an annual basis, or more frequently whenever circumstances indicate an intangible asset may be impaired. When indicators of impairment exist, the Company estimates future undiscounted cash flows attributable to such assets. In the event future undiscounted cash flows do not exceed the carrying amount of the assets, the assets will be considered impaired. The impairment loss is measured based upon the difference between the carrying amount and the fair value of the assets. As of March 31, 2026, no indicators of impairment were noted and, as such, no impairment was recorded.
Intangible assets, net and their associated weighted average remaining useful lives consisted of the following:
| As of March 31, 2026 | ||||||||||||||||
| Gross Carrying Amount | Accumulated Amortization | Intangible Assets, Net | Weighted Average Remaining Useful Life (in Years) | |||||||||||||
| Amortizing intangible assets | ||||||||||||||||
| Platforms | $ | $ | $ | |||||||||||||
| Web domains | ||||||||||||||||
| Total | $ | $ | $ | |||||||||||||
| As of December 31, 2025 | ||||||||||||||||
| Gross Carrying Amount | Accumulated Amortization | Intangible Assets, Net | Weighted Average Remaining Useful Life (in Years) | |||||||||||||
| Amortizing intangible assets | ||||||||||||||||
| Platforms | $ | $ | $ | |||||||||||||
| Web domains | ||||||||||||||||
| Total | $ | $ | $ | |||||||||||||
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The estimated future amortization expense related to intangible assets as of March 31, 2026 is as follows:
| For the years ended December 31, | Amount | |||
| 2026 (remainder) | $ | |||
| 2027 | ||||
| 2028 | ||||
| 2029 | ||||
| 2030 | ||||
| Thereafter | ||||
| Total expected future amortization expense | $ | |||
| 6. | SAFE Agreements |
During the year ended December 31, 2024, the Company entered into Simple Agreements for Future Equity (“SAFEs”) with various accredited investors. These free-standing instruments provide investors with rights to receive shares of the Company’s capital stock upon certain future events, including qualified equity financing, change in control, or dissolution.
Under
the terms of the agreement, the SAFE converts into a variable number of Preferred Class A Shares of the Company’s capital stock
upon the next equity financing, based on a post-money valuation cap of $
Management evaluated the SAFE under ASC 480-10-25-14, Distinguishing Liabilities from Equity, and ASC 815-40-25, Derivatives and Hedging and determined that the instrument represents a liability, as it may require settlement in cash or in a variable number of shares upon a liquidity event outside the Company’s control. The instrument was therefore classified as a non-current liability as of December 31, 2024.
Total
proceeds received under these agreements during 2024 were $
On
December 14, 2024, the Company executed a SAFE with an investor for a total purchase amount of $
On
various dates throughout 2025, the Company raised an additional $
During
July of 2025, the Company converted all outstanding SAFE agreements with investors into shares of the Company’s Class A Preferred
Stock at a price of $
| 7. | Stockholders’ Equity (Deficit) |
The
Company’s current Amended and Restated Certificate of Incorporation dated July 8, 2025, authorizes the issuance of
As
of March 31, 2026, and December 31, 2025, outstanding shares of Class A Common Stock are
September 2025 Convertible Notes and Warrants
During
September 2025, the Company received proceeds of $
According
to the convertible note agreements, the Convertible Notes bear interest at a rate of
As
discussed above, in connection with the issuance of the Convertible Notes, the Company issued detachable warrants to purchase an aggregate
of
Management evaluated the Convertible Notes and the related warrants in accordance with applicable accounting guidance, including ASC 470, ASC 480, and ASC 815. Based on this evaluation, the Company concluded that (i) the automatic conversion feature embedded in the Convertible Notes does not require bifurcation as a derivative, (ii) the warrants qualify as freestanding financial instruments that are indexed to the Company’s own stock and meet the criteria for equity classification, and (iii) settlement of the Convertible Notes and warrants does not require or permit unilateral cash settlement by the holders. Accordingly, the Convertible Notes and warrants were classified within stockholders’ equity as additional paid-in capital.
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As of March 31, 2026, the Company had not recognized any conversion of the Convertible Notes or exercise of the warrants.
Equity Awards
The
2024 Equity Incentive Plan was amended and approved by the Company’s Board of Directors during May of 2024 with a maximum number
of Class B shares authorized to be issued under the plan of
Stock-based
compensation expense for the three months ended March 31, 2026, and 2025, includes the portion of awards vested in the period for all
equity-based awards granted, based on the grant date fair value as estimated using a Black-Scholes option valuation model. For the three
months ended March 31, 2026, and 2025, stock-based compensation expense was $
No stock awards were granted during the three months ended March 31, 2026, and 2025.
A summary of the common stock option activity during the three months ended March 31, 2026, is as follows:
| Number of Shares | Weighted Average Exercise Price | |||||||
| Common stock options outstanding at December 31, 2025 | ||||||||
| Granted | ||||||||
| Cancelled | ||||||||
| Common stock options outstanding at March 31, 2026 | $ | |||||||
| Common stock options exercisable at March 31, 2026 | $ | |||||||
| Common stock options not vested at March 31, 2026 | $ | |||||||
| (1) | Common
stock available for future issuance at March 31, 2026 represents a combination of |
As
of March 31, 2026, total compensation cost not yet recognized related to unvested options was $
A summary of the Class B warrant activity during the three months ended March 31, 2026, is as follows:
| Number of Warrants | Weighted Average Strike Price | |||||||
| Warrants outstanding at December 31, 2025 | ||||||||
| Granted | ||||||||
| Warrants outstanding at March 31, 2026 | $ | |||||||
| 8. | Related Party Transactions |
SAFE Agreements
On
various dates throughout 2025, the Company raised $
During
July 2025, the Company converted all outstanding SAFE agreements with investors into shares of the Company’s Class A Preferred
Stock at a price of $
Roustan Media Partnership Agreement
On January 14, 2025, the Company entered into a Coalition Partner Agreement with Roustan Media Inc., an entity affiliated with a member of the Company’s board of directors. Under the agreement, effective January 1, 2025, the Company provides digital publishing, advertising operations, distribution, and related platform services for Roustan Media’s media properties, including The Hockey News and related websites.
Pursuant
to the agreement and a related term sheet executed in June 2025, the Company collects advertising and distribution revenues and remits
a contractually defined revenue share to Roustan Media. The revised economics include a minimum monthly revenue support arrangement applicable
to certain months in 2025, under which the Company agreed to compensate Roustan Media for shortfalls between actual advertising collections
and a specified monthly threshold of $
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September 2025 Convertible Notes and Warrants
In September 2025, the Company entered into Convertible Note Purchase Agreements (“Convertible Notes”) with investors, including multiple related parties. The Convertible Notes were issued in exchange for cash and digital asset consideration and are unsecured obligations of the Company. The Notes bear interest at the stated contractual rate and mature during September 2026, unless earlier converted in accordance with their terms. The Convertible Notes are convertible into equity of the Company upon the occurrence of certain events or at the option of the holders, as defined in the agreements. Proceeds received and amounts receivable under the Convertible Notes are reflected in the accompanying unaudited condensed interim balance sheet as of March 31, 2026.
As
a component of the issuance of the Company’s Convertible Notes with various investors (see Note 7), during the year ended December
31, 2025, approximately $
Related Party Note Receivable
On
November 4, 2025, the Company entered into a binding letter of intent for a long-term strategic partnership agreement (the “Strategic
Partnership”) with True Sports, ULC and Roustan Media, Inc. (collectively, the “Customer”), all of which are owned
by a related party of the Company. In connection with the Strategic Partnership, the Company entered into a $
During
the three months ended March 31, 2026, the Company received one Note payment totaling $
| 9. | Commitments and Contingencies |
From time to time, the Company is a party to, or has a significant relationship to, legal proceedings, lawsuits, and other claims arising in the ordinary course of business. The Company’s management evaluates the company’s exposure to these claims and proceedings individually and in the aggregate and provides for potential losses on such litigation if the amount of the loss is estimable and the loss is probable.
In accordance with ASC Topic 450, Contingencies, the Company accrues anticipated costs of settlement, damages, losses for claims, and under certain conditions, costs of defense, based on historical experience or to the extent specific losses are probable and estimable. Otherwise, these costs are expensed as incurred. If the estimate of a probable loss is a range and no amount within the range is more likely, the Company accrues a minimum amount of the range.
As further disclosed in Note 10, Subsequent Events, on May 12, 2026, the Company merged with Ryvyl. The Company assumed all commitments, legal and otherwise, related to Ryvyl upon the effective date of the merger. For additional information, please refer to the Ryvyl Form 10-Q as of March 31, 2026, as filed with the SEC on May 14, 2026.
PI Related Party Note Payable
On
July 31, 2024, a related party note payable with PI Roundtable was repaid by the Company in full. While the Company believes that all
obligations under the note payable have been satisfied, in the event that PI Roundtable disputes the full repayment of the note payable,
the Company has recorded a $
Note Receivable Litigation
During June 2026, the Company filed a breach of claim suit with the holder of the Company’s note receivable described in Note 8, Related Party Transactions. The claim was filed due to the related party’s late repayments on the principal of the Note. At this time, the Company believes that a material loss contingency related to the claim is reasonably possible, but not probable.
The
Company has determined, in accordance with applicable accounting principles, that a loss or range of loss that it may incur is not probable
at this time and have therefore not recorded a liability for this matter. As also noted in Note 8, the Company previously recorded a
reserve against the Note in the amount of $
| 10. | Subsequent Events |
Merger with Ryvyl
The Company’s shareholders of record approved the merger with Ryvyl in the form of an irrevocable Written Consent, which was duly certified by the Secretary of the Company on April 1, 2026.
Pursuant to the Merger Agreement, on May 12, 2026, RYVYL Merger Sub Inc. ("Merger Sub”), a wholly owned subsidiary of Ryvyl, merged with and into the Company, with the Company surviving the merger as a wholly owned subsidiary of Ryvyl. Pursuant to the terms of the Merger Agreement, Ryvyl changed its name from "Ryvyl Inc.” to "RTB Digital, Inc.”
The merger parties agreed to consummate the merger notwithstanding any unfulfilled conditions thereto, and agreed that certain actions, such as the resignation and appointment of directors and other actions set forth in the Merger Agreement and that would ordinarily take place at the consummation of the merger would be taken in due course over the following couple of days.
As
a result of the merger being consummated, Ryvyl will issue
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At the merger closing date, the March 2026 Convertible
Note converted into
Nasdaq Listing
On May 13, 2026, the common stock of the post-merger company commenced trading on the Nasdaq Capital Market under the symbol RTB.
New Board and Officers
Effective May 21, 2026, by unanimous written consent of the legal parent RTB Digital, Inc. (Nevada), the size of the post-merger board was increased to seven; Messrs. Oliva, Jones, and Browndorf resigned as directors; and James Heckman, Aly Madhavji, Walton Comer, Michael Alexander and David Bailey were appointed to the board, with Steven Fletcher and Brett Moyer remaining as directors. Officers were appointed as follows:
| ● | James Heckman — Chief Executive Officer (Principal Executive Officer) |
| ● | Alykhan Madhavji — Chief Financial Officer |
| ● | George Oliva — Chief Accounting Officer |
| ● | William Sornsin — Chief Operating Officer and Corporate Secretary |
| ● | Zachariah Kirscher — Vice President Legal |
Loan Agreements
On
April 3, 2026, the Company agreed to loan $
On
April 3, 2026, the Company agreed to borrow $
Amendment to Certificate of Incorporation
The Company’s 3rd Amended and Restated Certificate of Incorporation was filed in Delaware on April 22, 2026.
Related Party Note Receivable
During
January 2026, the Company received an additional good-faith principal payment from the Customer of approximately $
During June 2026, the Company filed a breach of claim suit with the courts of Delaware in order to begin receiving the contractually obligated payments owed to the Company. The outcome of the claim remains uncertain. See Note 8, Related Party Transactions, for additional information.
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