Form 8-K

8-K — RTB Digital, Inc.

Accession: 0001185185-26-002595

Filed: 2026-06-22

Period: 2026-06-22

CIK: 0001419275

SIC: 8742 (SERVICES-MANAGEMENT CONSULTING SERVICES)

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — rtb8k062226.htm (Primary)

EX-99.1 — EXHIBIT 99.1 (rtbex99-1.htm)

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0001419275

2026-06-22

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UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

Washington,

D.C. 20549

FORM

8-K

Current

Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date

of Report (Date of earliest event reported): June 22, 2026

RTB Digital, Inc.

(Exact

name of registrant as specified in its charter)

Nevada

001-34294

22-3962936

(State

or other jurisdiction

of incorporation)

(Commission

File Number)

(I.R.S.

Employer

Identification No.)

3111 Camino Del Rio North, Suite 400

San Diego, CA 92108

(Address of principal executive offices

and zip code)

Registrant’s

telephone number, including area code: (855) 201-1613

Check the appropriate box below if

the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐

Written

communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting

material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement

communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement

communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to

Section 12(b) of the Exchange Act:

Title

of each class

Trading

Symbol(s)

Name

of each exchange on which registered

Common Stock, par value $0.001 per share

RTB

The

Nasdaq Stock

Market LLC

(Nasdaq Capital Market)

Indicate

by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405

of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging

growth company ☐

an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying

with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 7.01 Regulation FD Disclosure.

Reference is made to the disclosure in Item 8.01

of this Current Report on Form 8-K (this “Form 8-K”), which disclosure is incorporated herein by reference. The Press Release

(as defined below) is filed herewith as Exhibit 99.1 and incorporated herein by reference.

The information contained in this Form 8-K under

Item 7.01, including Exhibit 99.1 attached hereto, is deemed to be “furnished” and shall not be deemed to be “filed”

for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and shall not be deemed

incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange

Act, whether made before or after the date hereof. The information set forth in this Item 7.01 of this Form 8-K and Exhibit 99.1 attached

hereto shall not be deemed an admission as to the materiality of any information in this Form 8-K that is required to be disclosed solely

to satisfy the requirements of Regulation FD.

Forward-Looking Statements

This Form 8-K, including Exhibit 99.1 attached

hereto, may contain forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange

Act. Such forward-looking statements are characterized by future or conditional verbs such as “may,” “will,” “expect,”

“intend,” “anticipate,” “believe,” “estimate” and “continue” or similar words,

including statements regarding the Company’s ability to consummate the proposed acquisition of RTB Digital, Inc (the “Merger”).

You should read statements that contain these words carefully because they discuss future expectations and plans, which contain projections

of future results of operations or financial condition or state other forward-looking information. Such statements are only predictions

and the Company’s actual results may differ materially from those anticipated in these forward-looking statements. Such forward-looking

statements are subject to risks and uncertainties, many of which are beyond the Company’s control, which could cause the Company’s

actual results to differ materially from those expressed in or implied by these statements.

By their nature, forward-looking statements address

matters that are subject to risks and uncertainties. A variety of factors could cause actual events and results to differ materially from

those expressed in or contemplated by the forward-looking statements. Risk factors affecting the Company are discussed in detail in the

Company’s filings with the SEC. The Company undertakes no obligation to publicly update or revise any forward-looking statement,

whether as a result of new information, future events or otherwise, except to the extent required by applicable laws. These forward-looking

statements include, but are not limited to, statements regarding the Merger between the Company and RTB Digital, Inc. (collectively, the

“Parties”), the likelihood that the SEC will declare the Registration Statement on Form S-4 filed by the Company in connection

with the Merger effective, the expected closing of the Merger and the timing thereof and as adjusted descriptions of the post-transaction

company and its operations, strategies and plans. There are a number of risks and uncertainties that could cause actual results to differ

materially from the forward-looking statements included in the Form 8-K and the Press Release. These include: the risk that the Parties’

businesses will not be integrated successfully and the risk that cost savings, synergies and growth from the proposed Merger may not be

fully realized or may take longer to realize than expected; the possibility that stockholders of the Company may not approve the issuance

of new shares of Company common stock in the Merger or that stockholders of the Company may not approve the Merger; the risk that a condition

to the closing of the Merger may not be satisfied, that either party may terminate the definitive agreement or that the closing of the

Merger might be delayed or may not occur at all; potential adverse reactions or changes to business or employee relationships, including

those resulting from the announcement or completion of the Merger; the risk that the Parties do not receive regulatory or other approvals

of the Merger; the occurrence of any other event, change, or other circumstances that could give rise to the termination of the Merger

agreement or changes to the transactions; the risk that changes in the Company’s capital structure and governance could have adverse

effects on the market value of its securities; the ability of the Parties to retain customers and retain and hire key personnel and maintain

relationships with their suppliers and customers and on the Parties’ operating results and business generally; the risk the Merger

could distract the respective managements of the Parties from ongoing business operations or cause the Parties to incur substantial costs;

impacts on the Parties’ plans for value creation and strategic advantages, market size and growth opportunities, regulatory conditions,

competitive position and the interest of other corporations in similar business strategies, technological and market trends, future financial

condition and performance and expected financial impacts of the Merger; the risk that the Parties may be unable to reduce expenses or

access financing or liquidity; the impact of any economic downturn; the risk of changes in governmental regulations or enforcement practices;

and other important factors that could cause actual results to differ materially from those projected and those discussed under risk factors

in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 and other filings filed with the SEC (including

its Current Reports on Form 8-K and Quarterly Reports on Form 10-Q). Forward-looking statements speak only as of the date they are made.

The Company does not assume any obligation to update forward-looking statements as circumstances change. The Company gives no assurance

that it will achieve its expectations.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.

Name of Exhibit

99.1

Press Release, dated June 22, 2026

104*

Cover Page Interactive Data File (embedded within the inline XBRL document).

* Filed or furnished herewith

SIGNATURES

Pursuant to the requirements

of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned

hereunto duly authorized.

RTB Digital, Inc.

By:

/s/ James Heckman

Name:

James Heckman

Title:

Chief Executive Officer

Dated: June 22, 2026

EX-99.1 — EXHIBIT 99.1

EX-99.1

Filename: rtbex99-1.htm · Sequence: 2

Exhibit 99.1

Roundtable

Launches Real-Time, AI/DeFi Payment Platform

Professional

publishers can now get paid the instant revenue is earned, settled in USDC via Coinbase and through Roundtable’s Media Liquidity

Pool and smart-wallet network.

Cannes,

FR. June 22, 2026: RTB Digital, Inc. (“Roundtable”) (NASDAQ: RTB), the world’s only AI/DeFi-powered enterprise

media platform, today announced the launch of its real-time, onchain payment infrastructure for professional media, taking direct aim

at the industry’s antiquated ad buy/sell settlement cycles. Beginning this week, nearly 200 professional publishers are gaining

the ability to receive USDC the moment ad revenue is earned. Coinbase, the most trusted crypto platform serving consumers through its

suite of financial apps and institutions through Coinbase Prime, will provide the crypto wallet support and USDC payment rails that enable

Roundtable and its publisher partners to settle ad revenue in real time.

the core of Roundtable’s model is a tech-driven approach to brokering and tracking ad sales end-to-end, with USDC settling each

transaction the instant it closes, dramatically shortening settlement times that have historically taken weeks or months. To power this,

Roundtable operates a dedicated USDC liquidity pool, purpose-built to finance ad buy/sell transactions at scale

“Coinbase

is thrilled to support Roundtable’s use of USDC and blockchain-enabled payments to modernize media ad sales, empowering creators

to finance their content production by dramatically reducing payment lags,” said John D’Agostino, Head of Strategy, Coinbase

Institutional.

Roundtable’s

Media Liquidity Pool and smart-wallet network automatically settles earned ad revenue as USDC, recording every transaction onchain, the

industry’s first real-time, immutable reporting and payment infrastructure for professional media. It’s designed to restore

economic equity, data sovereignty, and IP control to a $200 billion industry that has long been marginalized by social platforms.

“For

decades, professional media has subsidized the growth of social platforms while being denied access to the same financial and distribution

technology,” said James Heckman, Founder and CEO of Roundtable.”Moving traditional media from TradFi to DeFi represents the

next frontier, not just faster wires or tokenized assets, but fully transparent, real-time economics for a $200 billion industry.”

Roundtable’s

AI/DeFi-powered Enterprise Media Platform combines real-time smart-wallet reporting and DeFi-based instant settlement into a single system

for professional media. The platform provides the same caliber of technology infrastructure that has powered Silicon Valley’s largest

platforms, including syndication, sales operations, distribution, monetization, audience engagement, data security, AI moderation, IP

restoration, and now instant DeFi payments, purpose-built for the professional media brands that create original content.

About

Roundtable (RTB Digital, Inc.)

Roundtable

(NASDAQ: RTB) is the AI/DeFi-powered Enterprise Media Platform built for the professional media industry, including distribution, publishing,

monetization, data, and syndication operations. The platform was developed over years by a founding team that includes Eyal Hertzog,

inventor of DeFi technology, including automated market making and liquidity pools, and creator of the first video social network. Co-founder

James Heckman, a media technology veteran, created the first social network and blogging platform, the first premium programmatic ad

marketplace, and led digital strategy for News Corp and Yahoo. Nearly 200 publishers are live on the platform. For more information,

visit rtb.io.

Cautionary

Note Regarding Forward-Looking Statements

This

press release includes information that constitutes forward-looking statements within the meaning of Section 27A of the Securities Act

of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements are based on

the Company’s current beliefs, assumptions and expectations regarding future events, which in turn are based on information currently

available to the Company. Such forward-looking statements include statements that are characterized by future or conditional words such

as “may,” “will,” “expect,” “intend,” “anticipate,” “believe,”

“estimate,” and “continue” or similar words. You should read statements that contain these words carefully because

they discuss future expectations and plans, which contain projections of future results of operations or financial condition or state

other forward-looking information. Such forward-looking statements include statements regarding the timing and effects of the merger

transaction and the integration of the business of RTB into the combined post-merger company and the effects of the overall merger transaction

and future operations of the post-merger company. By their nature, forward-looking statements address matters that are subject to risks

and uncertainties. A variety of factors could cause actual events and results to differ materially from those expressed in or contemplated

by the forward-looking statements, such as the post-merger company being able to maintain its listing on Nasdaq for the common stock,

having sufficient capital for its operations and planned business expansion, and developing its business and capturing users for its

services. Other risk factors affecting the Company are discussed in detail in the Company’s filings with the U.S. Securities and

Exchange Commission. The Company undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result

of new information, future events or otherwise, except to the extent required by applicable laws.

Investor

Relations Contact:

Richard

Land, Alliance Advisors Investor Relations

973-873-7686,

rland@allianceadvisors.com

Public

Relations Contact:

Mehab

Qureshi, RTB Digital, Inc.

+91

90289 77198, press@roundtable.io

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