RTB · RTB Digital, Inc.
Substantial doubt about the company's ability to continue as a going concern.
“Substantial doubt exists as to our ability to continue as a going concern based on the fact that we do not have adequate working capital to finance our day-to-day operations.”View the 10-Q filed May 14, 2026
Trades by corporate insiders — officers, directors and holders of more than 10% of the shares — disclosed to the SEC on Forms 3, 4 and 5. Form 4 must be filed within two business days of the trade.
| Date | Insider | Role | Type | Security | Shares |
|---|---|---|---|---|---|
| 2026-06-04 | Madhavji Alykhan |
Director |
Convert↑
Filing footnotes — Common Stock par value $0.001 (Indirect)
BFF Ltd. Is a controlled entity under common control with Mr. Madhavji and, as such, he may be deemed to have beneficial ownership over BFF Ltd.'s entire holding of 233,410 shares of Common Stock. Mr. Madhavji disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, if any. |
Common Stock par value $0.001
(I)
|
145,881 |
| 2026-06-04 | Madhavji Alykhan |
Director |
Convert↓
Filing footnotes — Stock Options (Indirect)
On June 4, 2026, 145,881 shares of Common Stock were issued to BFF Ltd. Upon the cash exercise of stock options to purchase 145,881 shares of Common Stock at an exercise price of $1.89 per share. Following the reported transaction, the Reporting Person, through BFF Ltd., continues to hold stock options to purchase 182,351 shares of Common Stock at $1.89 per share, with vesting and expiration dates ranging from August 1, 2026 to August 1, 2028. |
Stock Options
(I)
|
145,881 |
| 2026-05-21 | Fletcher Steven C. |
Director |
Other↑
Filing footnotes — Common Stock par value $0.001 (Direct)
Represents a restricted stock award originally granted by RTB Digital, Inc. on October 10, 2025, which was assumed by the Issuer in connection with the business combination between the Issuer and RTB Digital, Inc. Following the transaction, the award was converted into shares of the Issuer's common stock on substantially the same terms as in effect immediately prior to the transaction, with appropriate adjustments to the number of shares, and continues to vest in accordance with its original vesting schedule, subject to the Reporting Person's continued service with the Issuer. |
Common Stock par value $0.001
|
690 |
| 2026-03-27 | Fletcher Steven C. |
Director |
Other↑
|
No Securities Owned
|
0 |
| 2025-10-14 | Browndorf Tod |
Director |
Other↑
|
No Securities Owned
|
0 |
| 2025-09-01 | Jones Gene P |
Director |
Other↑
|
No Securities Owned
|
0 |
| 2025-08-20 | Nisan Fredi |
Director, Chief Executive Officer |
Award↑
Filing footnotes — Common Stock par value $0.001 (Direct)
On August 18, 2025, as part of his monthly compensation as a director of the Company, the Board of Directors of the Company granted Mr. Nisanrrez 17,241 shares of Common Stock pursuant to the Company's 2023 Equity Incentive Plan for the month of August 2025, whereby the shares granted shall vest on 02/14/2026. The issuance of shares occurred on August 20, 2025. |
Common Stock par value $0.001
|
17,241 |
| 2025-08-20 | Nisan Fredi |
Director, Chief Executive Officer |
Award↑
Filing footnotes — Common Stock par value $0.001 (Direct)
On July 25, 2025, as part of his monthly compensation as a director of the Company, the Board of Directors of the Company granted Mr. Nisan 14,705 shares of Common Stock pursuant to the Company's 2023 Equity Incentive Plan for the month of July 2025, whereby the shares granted shall vest on 01/21/2026. The issuance of shares occurred on August 20, 2025. |
Common Stock par value $0.001
|
14,705 |
| 2025-08-20 | Nisan Fredi |
Director, Chief Executive Officer |
Award↑
Filing footnotes — Common Stock par value $0.001 (Direct)
On June 4, 2025, as part of his monthly compensation as a director of the Company, the Board of Directors of the Company granted Mr. Nisan 7,142 shares of Common Stock pursuant to the Company's 2023 Equity Incentive Plan for the month of May 2025, whereby the shares granted shall vest on 12/01/2025. The issuance of shares occurred on August 20, 2025. |
Common Stock par value $0.001
|
7,142 |
| 2025-08-20 | Errez Ben |
Director, Chairman of Board of Directors, 10% Owner |
Award↑
Filing footnotes — Common Stock par value $0.001 (Direct)
On August 18, 2025, as part of his monthly compensation as a director of the Company, the Board of Directors of the Company granted Mr. Errez 17,241 shares of Common Stock pursuant to the Company's 2023 Equity Incentive Plan for the month of August 2025, whereby the shares granted shall vest on 02/14/2026. The issuance of shares occurred on August 20, 2025. |
Common Stock par value $0.001
|
17,241 |
| 2025-08-20 | Errez Ben |
Director, Chairman of Board of Directors, 10% Owner |
Award↑
Filing footnotes — Common Stock par value $0.001 (Direct)
On July 3, 2025, as part of his monthly compensation as a director of the Company, the Board of Directors of the Company granted Mr. Errez 7,352 shares of Common Stock pursuant to the Company's 2023 Equity Incentive Plan for the month of June 2025, whereby the shares granted shall vest on 12/30/2025. The issuance of shares occurred on August 20, 2025. |
Common Stock par value $0.001
|
7,352 |
| 2025-08-20 | Nisan Fredi |
Director, Chief Executive Officer |
Award↑
Filing footnotes — Common Stock par value $0.001 (Direct)
On July 3, 2025, as part of his monthly compensation as a director of the Company, the Board of Directors of the Company granted Mr. Nisan 7,352 shares of Common Stock pursuant to the Company's 2023 Equity Incentive Plan for the month of June 2025, whereby the shares granted shall vest on 12/30/2025. The issuance of shares occurred on August 20, 2025. |
Common Stock par value $0.001
|
7,352 |
| 2025-08-20 | Errez Ben |
Director, Chairman of Board of Directors, 10% Owner |
Award↑
Filing footnotes — Common Stock par value $0.001 (Direct)
On June 4, 2025, as part of his monthly compensation as a director of the Company, the Board of Directors of the Company granted Mr. Errez 7,142 shares of Common Stock pursuant to the Company's 2023 Equity Incentive Plan for the month of May 2025, whereby the shares granted shall vest on 12/01/2025. The issuance of shares occurred on August 20, 2025. |
Common Stock par value $0.001
|
7,142 |
| 2025-08-20 | Errez Ben |
Director, Chairman of Board of Directors, 10% Owner |
Award↑
Filing footnotes — Common Stock par value $0.001 (Direct)
On July 25, 2025, as part of his monthly compensation as a director of the Company, the Board of Directors of the Company granted Mr. Errez 14,705 shares of Common Stock pursuant to the Company's 2023 Equity Incentive Plan for the month of July 2025, whereby the shares granted shall vest on 01/21/2026. The issuance of shares occurred on August 20, 2025. |
Common Stock par value $0.001
|
14,705 |
| 2025-08-18 | Oliva George |
Chief Financial Officer |
Tax↓
Filing footnotes — Common Stock par value $0.001 (Direct)
Represents withholding of shares of common stock for the tax liability associated with the vesting of a portion of the restricted stock units awarded on April 8, 2025. |
Common Stock par value $0.001
|
8,111 |
| 2025-08-18 | Nisan Fredi |
Director, Chief Executive Officer |
Tax↓
Filing footnotes — Common Stock par value $0.001 (Direct)
Represents withholding of shares of common stock for the tax liability associated with the vesting of a portion of the restricted stock units awarded on April 8, 2025. |
Common Stock par value $0.001
|
5,666 |
| 2025-08-18 | Errez Ben |
Director, Chairman of Board of Directors, 10% Owner |
Tax↓
Filing footnotes — Common Stock par value $0.001 (Direct)
Represents withholding of shares of common stock for the tax liability associated with the vesting of a portion of the restricted stock units awarded on April 8, 2025. |
Common Stock par value $0.001
|
5,666 |
| 2025-08-18 | Errez Ben |
Director, Chairman of Board of Directors, 10% Owner |
Tax↓
Filing footnotes — Common Stock par value $0.001 (Direct)
Represents withholding of shares of common stock for the tax liability associated with the vesting of a portion of the restricted stock units awarded on April 8, 2025. |
Common Stock par value $0.001
|
5,666 |
| 2025-08-18 | Nisan Fredi |
Director, Chief Executive Officer |
Tax↓
Filing footnotes — Common Stock par value $0.001 (Direct)
Represents withholding of shares of common stock for the tax liability associated with the vesting of a portion of the restricted stock units awarded on April 8, 2025. |
Common Stock par value $0.001
|
5,666 |
| 2025-08-18 | Kirscher Zechariah John |
VP of Legal Affairs |
Tax↓
Filing footnotes — Common Stock par value $0.001 (Direct)
Represents withholding of shares of common stock for the tax liability associated with the vesting of a portion of the restricted stock units awarded on April 8, 2025. |
Common Stock par value $0.001
|
2,084 |
| 2025-08-14 | Errez Ben |
Director, Chairman of Board of Directors, 10% Owner |
Tax↓
Filing footnotes — Common Stock par value $0.001 (Direct)
Represents withholding of shares of common stock for the tax liability associated with the vesting of the registered shares granted on February 15, 2025 for February 2025 compensation. |
Common Stock par value $0.001
|
532 |
| 2025-08-14 | Nisan Fredi |
Director, Chief Executive Officer |
Tax↓
Filing footnotes — Common Stock par value $0.001 (Direct)
Represents withholding of shares of common stock for the tax liability associated with the vesting of the registered shares granted on February 15, 2025 for February 2025 compensation. |
Common Stock par value $0.001
|
181 |
| 2025-08-12 | Fletcher Steven C. |
Director |
Other↑
Filing footnotes — Stock Options (Direct)
Represents a stock option originally granted by RTB Digital, Inc. on August 12, 2025, which was assumed by the Issuer in connection with the business combination between the Issuer and RTB Digital, Inc. Following the transaction, the option became exercisable for shares of the Issuer's common stock on substantially the same terms as in effect immediately prior to the transaction, with appropriate adjustments to the number of underlying shares and exercise price, and continues to vest in accordance with its original vesting schedule, subject to the Reporting Person's continued service with the Issuer. |
Stock Options
|
72,941 |
| 2025-07-29 | Errez Ben |
Director, Chairman of Board of Directors, 10% Owner |
Tax↓
Filing footnotes — Common Stock par value $0.001 (Direct)
Represents withholding of shares of common stock for the tax liability associated with the vesting of the registered shares granted on January 30, 2025 for January 2025 compensation. |
Common Stock par value $0.001
|
505 |
| 2025-07-16 | S8 Global Fintech & Regtech Fund |
10% Owner |
Buy↑
|
Common Stock, par value $0.001 per share
|
200,000 |
| 2025-07-01 | S8 Global Fintech & Regtech Fund |
10% Owner |
Sell↓
Filing footnotes — Common Stock, par value $0.001 per share (Direct)
The Reporting Person inadvertently executed this sale transaction and will remit to the Issuer any profits received in connection therewith and in compliance with Section 16(b) of the Securities Exchange Act of 1934. Upon request of the SEC Staff, the Reporting Person shall make available for review the relevant correspondence with the Issuer in relation to this matter. |
Common Stock, par value $0.001 per share
|
100,000 |
| 2025-06-30 | S8 Global Fintech & Regtech Fund |
10% Owner |
Buy↑
|
Common Stock, par value $0.001 per share
|
14,491 |
| 2025-06-27 | S8 Global Fintech & Regtech Fund |
10% Owner |
Buy↑
|
Common Stock, par value $0.001 per share
|
100,000 |
| 2025-06-26 | S8 Global Fintech & Regtech Fund |
10% Owner |
Buy↑
|
Common Stock, par value $0.001 per share
|
100,000 |
| 2025-06-25 | S8 Global Fintech & Regtech Fund |
10% Owner |
Buy↑
|
Common Stock, par value $0.001 per share
|
3,354 |
| 2025-06-24 | S8 Global Fintech & Regtech Fund |
10% Owner |
Buy↑
|
Common Stock, par value $0.001 per share
|
100,000 |
| 2025-06-23 | S8 Global Fintech & Regtech Fund |
10% Owner |
Buy↑
|
Common Stock, par value $0.001 per share
|
100,000 |
| 2025-06-20 | Oliva George |
Chief Financial Officer |
Tax↓
Filing footnotes — Common Stock par value $0.001 (Direct)
Represents withholding of shares of common stock for the tax liability associated with the vesting of a portion of the restricted stock units awarded on April 8, 2025. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $0.70 to $0.73, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in (2) to this Form 4. |
Common Stock par value $0.001
|
25,619 |
| 2025-06-12 | MOYER BRETT |
Director |
Other↑
|
No Securities Owned
|
0 |
| 2025-06-05 | Laniado Ezra |
Director |
Sell↓
Filing footnotes — Common Stock par value $0.001 (Direct)
The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold. |
Common Stock par value $0.001
|
621 |
| 2025-06-04 | Laniado Ezra |
Director |
Sell↓
Filing footnotes — Common Stock par value $0.001 (Direct)
These shares were sold in multiple transactions at the price set forth in column 4. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold. |
Common Stock par value $0.001
|
15,000 |
| 2025-05-30 | Nisan Fredi |
Director, Chief Executive Officer |
Tax↓
Filing footnotes — Common Stock par value $0.001 (Direct)
Represents withholding of shares of common stock for the tax liability associated with the vesting of a portion of the restricted stock units awarded on April 8, 2025. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $0.523 to $0.58, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in (2) to this Form 4. |
Common Stock par value $0.001
|
33,992 |
| 2025-05-30 | Kirscher Zechariah John |
VP of Legal Affairs |
Tax↓
Filing footnotes — Common Stock par value $0.001 (Direct)
Represents withholding of shares of common stock for the tax liability associated with the vesting of a portion of the restricted stock units awarded on April 8, 2025. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $0.58 to $0.5925, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in (2) to this Form 4. |
Common Stock par value $0.001
|
7,650 |
| 2025-05-30 | Errez Ben |
Director, Chairman of Board of Directors, 10% Owner |
Tax↓
Filing footnotes — Common Stock par value $0.001 (Direct)
Represents withholding of shares of common stock for the tax liability associated with the vesting of a portion of the restricted stock units awarded on April 8, 2025. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $0.56 to $0.593, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in (2) to this Form 4. |
Common Stock par value $0.001
|
33,992 |
| 2025-04-08 | Oliva George |
Chief Financial Officer |
Award↑
Filing footnotes — Restricted Stock Unit (Direct)
In accordance with the Amended and Restated 2023 Equity Incentive Plan, the Board of Directors approved a grant of 136,000 restricted stock units for Mr. Oliva. This grant has a 3-year vesting with a five-quarter cliff vesting on 5/15/2025. This grant will be fully vested on 3/15/2027. |
Restricted Stock Unit
|
136,000 |
| 2025-04-08 | Nisan Fredi |
Director, Chief Executive Officer |
Award↑
Filing footnotes — Restricted Stock Unit (Direct)
In accordance with the Amended and Restated 2023 Equity Incentive Plan, the Board of Directors approved a grant of 190,000 restricted stock units for Mr. Nisan. This grant has a 3-year vesting with a one-quarter cliff vesting on 5/15/2025. This grant will be fully vested on 2/15/2028. |
Restricted Stock Unit
|
190,000 |
| 2025-04-08 | Kirscher Zechariah John |
VP of Legal Affairs |
Award↑
Filing footnotes — Restricted Stock Unit (Direct)
In accordance with the Amended and Restated 2023 Equity Incentive Plan, the Board of Directors approved a grant of 45,000 restricted stock units for Mr. Kirscher. This grant has a 3-year vesting with a five-quarter cliff vesting on 5/15/2025. This grant will be fully vested on 3/15/2027. |
Restricted Stock Unit
|
45,000 |
| 2025-04-08 | Errez Ben |
Director, Chairman of Board of Directors, 10% Owner |
Award↑
Filing footnotes — Restricted Stock Unit (Direct)
In accordance with the Amended and Restated 2023 Equity Incentive Plan, the Board of Directors approved a grant of 190,000 restricted stock units for Mr. Errez. This grant has a 3-year vesting with a one-quarter cliff vesting on 5/15/2025. This grant will be fully vested on 2/15/2028. |
Restricted Stock Unit
|
190,000 |
| 2025-04-08 | Oliva George |
Chief Financial Officer |
Award↑
Filing footnotes — Restricted Stock Unit (Direct)
In accordance with the Amended and Restated 2023 Equity Incentive Plan, the Board of Directors approved a grant of 136,000 restricted stock units for Mr. Oliva. This grant has a 3-year vesting with a one-quarter cliff vesting on 5/15/2025. This grant will be fully vested on 2/15/2028. |
Restricted Stock Unit
|
136,000 |
| 2025-04-08 | Errez Ben |
Director, Chairman of Board of Directors, 10% Owner |
Award↑
Filing footnotes — Restricted Stock Unit (Direct)
In accordance with the Amended and Restated 2023 Equity Incentive Plan, the Board of Directors approved a grant of 190,000 restricted stock units for Mr. Errez. This grant has a 3-year vesting with a five-quarter cliff vesting on 5/15/2025. This grant will be fully vested on 3/15/2027. |
Restricted Stock Unit
|
190,000 |
| 2025-04-08 | Nisan Fredi |
Director, Chief Executive Officer |
Award↑
Filing footnotes — Restricted Stock Unit (Direct)
In accordance with the Amended and Restated 2023 Equity Incentive Plan, the Board of Directors approved a grant of 190,000 restricted stock units for Mr. Nisan. This grant has a 3-year vesting with a five-quarter cliff vesting on 5/15/2025. This grant will be fully vested on 3/15/2027. |
Restricted Stock Unit
|
190,000 |
| 2025-04-08 | Kirscher Zechariah John |
VP of Legal Affairs |
Award↑
Filing footnotes — Restricted Stock Unit (Direct)
In accordance with the Amended and Restated 2023 Equity Incentive Plan, the Board of Directors approved a grant of 45,000 restricted stock units for Mr. Kirscher. This grant has a 3-year vesting with a one-quarter cliff vesting on 5/15/2025. This grant will be fully vested on 2/15/2028. |
Restricted Stock Unit
|
45,000 |
| 2025-02-15 | Errez Ben |
Director, Chairman of Board of Directors, 10% Owner |
Award↑
Filing footnotes — Common Stock par value $0.001 (Direct)
On February 15, 2025, as part of his monthly compensation as a director of the Company, the Board of Directors of the Company granted Mr. Errez 3,968 shares of Common Stock pursuant to the Company's 2023 Equity Incentive Plan, whereby the shares granted shall vest on 8/14/2025. |
Common Stock par value $0.001
|
3,968 |
| 2025-02-15 | Nisan Fredi |
Director, Chief Executive Officer |
Award↓
Filing footnotes — Common Stock par value $0.001 (Direct)
On February 15, 2025, as part of his monthly compensation as a director of the Company, the Board of Directors of the Company granted Mr. Nisan 3,968 shares of Common Stock pursuant to the Company's 2023 Equity Incentive Plan, whereby the shares granted shall vest on 8/14/2025. |
Common Stock par value $0.001
|
3,968 |
| 2025-02-15 | Montoya David |
Director |
Award↑
Filing footnotes — Common Stock par value $0.001 (Direct)
On February 15, 2025, as part of his monthly compensation as a director of the Company, the Board of Directors of the Company granted Mr. Montoya 3,968 shares of Common Stock pursuant to the Company's 2023 Equity Incentive Plan, whereby the shares granted shall vest on 8/14/2025. |
Common Stock par value $0.001
|
3,968 |