Form 8-K

8-K — RTB Digital, Inc.

Accession: 0001185185-26-002057

Filed: 2026-05-21

Period: 2026-05-15

CIK: 0001419275

SIC: 8742 (SERVICES-MANAGEMENT CONSULTING SERVICES)

Item: Completion of Acquisition or Disposition of Assets

Item: Unregistered Sales of Equity Securities

Item: Changes in Control of Registrant

Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers

Item: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item: Financial Statements and Exhibits

Documents

8-K — rtb8k052126.htm (Primary)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K — FORM 8-K

8-K (Primary)

Filename: rtb8k052126.htm · Sequence: 1

false

--12-31

0001419275

2026-05-15

iso4217:USD

xbrli:shares

iso4217:USD

xbrli:shares

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): May 15, 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. ☐

Introductory Note

Background

RYVYL

Inc. (“Ryvyl”) and RTB Digital, Inc. (“RTB”) entered into an Agreement and Plan of Merger, dated September 28,

2025, as amended (the “Merger Agreement”), pursuant to which a wholly-owned subsidiary of Ryvyl merged with and into RTB,

with RTB surviving as a wholly-owned subsidiary of Ryvyl (the “merger”).

April 1, 2026, the stockholders of Ryvyl approved the Merger Agreement and the related transactions, and on May 11, 2026, The Nasdaq Stock

Market approved the listing of the common stock of the post-merger company on the Capital Market. These two conditions were the primary

conditions precedent to the consummation of the merger transaction.

May 11, 2026, Ryvyl filed a certificate of amendment to its certificate of incorporation to change the corporate name of “Ryvyl

Inc.” to “RTB Digital, Inc.” On May 13, 2026, the trading symbol of the common stock was changed to “RTB.”

The

merger will result in a company focused on deploying its Web3 media platform for major media brands and premium clients, generating Web3

revenue and reaching millions of monthly media consumers through partnerships with Yahoo, TheStreet and nearly two hundred sports reporters,

including the majority of Sports Illustrated’s top revenue producing and highest audience team channels, as well as the world’s

#1 hockey network - also departing SI - all of which recently migrated to the RTB platform.

Consummation

of the Merger

On May 12, 2026 (the “Closing

Date”), as contemplated by the Merger Agreement, following the satisfaction of the closing conditions set forth in the Merger Agreement,

the Company completed its business combination with RTB (the “Merger”). Accordingly, the Company issued an aggregate of 4,384,504

shares of the Company’s common stock, $0.001 par value (the “Common Stock”) to the former shareholders of RTB. The shares

of Common Stock issued to the former shareholders of RTB were registered with the SEC pursuant to the Registration Statement on Form S-4

(Reg. No. 333-264959), as amended, declared effective on February 6, 2026.

Also upon consummation of the

Merger, (i) stock options and other employee awards that were not exercised for shares of common stock of RTB before the Merger, (ii)

warrants that were not converted into shares of common stock of RTB before the Merger, and (iii) outstanding debt that may be converted

into shares of common stock of RTB were assumed and adjusted to be exercised or converted at the exchange ratio set forth in the Merger

Agreement. Of the foregoing, the post merger company has reserved 3,385,409 shares of common stock for the options and employee awards

that may be exercised, 2,070,520 shares of common stock for the warrants that may be exercised and 7,688,755 shares of common stock that

may be issued on conversion of the outstanding debt and interest due thereon. The conversion of the outstanding debt and interest will

take place as promptly as possible after the consummation of the Merger, subject to the terms of the governing instruments.

Certain

of the security holders of RTB prior to the Merger have agreed to lock up the common stock of the post merger company for a period of

12 months, with a dribble out thereafter for an additional nine months. The persons participating in the lock-up generally include the

insiders and larger shareholders. The lock up agreements are in addition to any applicable securities law restrictions under the Securities

Act of 1933, as amended.

Immediately

after the consummation of the Merger, there were approximately 5,774,711 shares of Common Stock outstanding.

Item 2.01 Completion of Acquisition or Disposition of Assets.

the extent required by Item 2.01 of Form 8-K, the information contained in (or incorporated by reference into) the disclosure set forth

in the “Introductory Note” above is hereby incorporated by reference into this Item 2.01.

Certain

directors of the Company had a pre-existing material relationship with RTB, including those that involved a potential or actual conflict

of interests, as described in the section titled “Interests of the RTB Directors and Executive Officer in the Merger” on page 68

of the Company’s proxy statement/prospectus filed with the SEC on January 30, 2026 (the “Prospectus”).

Item 3.02. Unregistered

Sales of Equity Securities.

the extent required by Item 3.02 of Form 8-K, the information contained in (or incorporated by reference into) the disclosure set forth

in the “Introductory Note” above is hereby incorporated by reference into this Item 3.02.

The

Company assumed certain securities of the pre-merger RTB Digital, Inc., including options, warrants and convertible debt and interest

due thereon.

The

Company has agreed to issue not less than an aggregate of 7,688,755 shares upon conversion of certain of the outstanding convertible

debt and interest due thereon, as of the date hereof that matures in the future. Each of the holders of the convertible debt and interest

is anticipated to be an accredited investor at the date of conversion, and the conversion and issuance of shares of common stock will

be issued pursuant to an exemption from registration pursuant to the Securities Act of 1933, as amended, pursuant to Section 4 thereof.

None of the shares have registration rights.

The Company

has agreed to issue not less than an aggregate of 2,070,520 shares upon exercised of the assumed warrants. Each of the holders of the

warrants is either an accredited investor or sophisticated investor, and the exercise and issuance of shares of common stock will be issued

pursuant to an exemption from registration pursuant to the Securities Act of 1933, as amended, pursuant to Section 4 thereof. None of

the shares have registration rights and each of the convertible debt holders have agreed to lock up the shares of common stock received

on conversion for a period of 12 months.

The Company

has agreed to issue not less than an aggregate of 3,385,409 shares upon exercise of the assumed options and other equity awards. The Company

plans to register the shares underlying the associated equity award plan for issuance of the shares of common stock. If any of the options

or equity awards are exercised before the registration of the common stock, then they will be issued on a private placement basis, pursuant

to an exemption from registration pursuant to the Securities Act of 1933, as amended, pursuant to Section 4 thereof.

Item 5.01 Changes in Control of Registrant.

the extent required by Item 5.01 of Form 8-K, the information contained in (or incorporated by reference into) the disclosure set forth

in the “Introductory Note” above is hereby incorporated by reference into this Item 5.01.

accordance with the terms of the Merger Agreement, each of the directors of the Company who would not be continuing as a director after

the completion of the Merger resigned from the Board of Directors of the Company (the “Board”) and any respective committees

of the Board to which they belonged as of the closing of the Merger. In connection with the Merger, the size of the Board post-Merger

was changed to seven members, and the Board was reconstituted as follows:

●

James Heckman, Chief Executive Officer and Director;

●

Alykhan (Aly) Madhavji, Chief Financial Officer and Director;

●

Walton Comer, Director and Chairman of the Board;

●

Michael Alexander, Director;

●

David Bailey, Director

●

Brett Moyer, Director who did not resign; and

●

Steven Fletcher, Director who did not resign.

Mr.

Fletcher was appointed to the Board of the pre-merger company in March 2026, as an independent director and a member of the audit committee

to satisfy the listing requirements of the Nasdaq Stock Market applicable to the Capital Market. Each of the current directors will serve

until the next annual meeting of shareholders at which the members of the Board stand for election or until such director’s earlier

death, resignation, or removal or until such director’s successor is duly elected and qualified.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

the extent required by Item 5.02 of Form 8-K, the information contained in (or incorporated by reference into) the disclosure set forth

in the “Introductory Note” above or in Item 2.01 of this Current Report on Form 8-K is incorporated by reference herein.

Resignation

of Directors

Pursuant to the Merger Agreement,

effective May 15, 2026, Messrs. Gene Jones and Tod Browndorf, resigned from the Board and any respective committees of the Board

to which they belonged, which resignations were not the result of any disagreements with the

Company relating to the Company’s operations, policies or practices. Additionally, effective May 15, 2026, Mr. George Oliva

resigned from the Board and any committees of the Board to which he belonged, which resignation was not the result of any disagreements

with the Company relating to the Company’s operations, policies or practices; however Mr. Oliva continued as an officer of the Company

as Chief Accounting Officer.

Appointment

of Officers

of May 21, 2026, the Board appointed James Heckman as the Chief Executive Officer, Aly Madhavji as the Chief Financial Officer, George

Oliva as the Chief Accounting Officer, and William Sornsin as the Chief Operating Officer. Mr. Zechariah (Zack) Kirscher continues as

the Vice President Legal.

Mr.

George Oliva is employed under an employment agreement effective as of the consummation of the Merger. A description of the employment

agreement is included in the Prospectus in the section “George Oliva Employment Agreement,” beginning on page 103 thereof,

and is incorporated herein by reference.

The

biographies of the aforementioned executive officers are included in the Prospectus in the section titled “Management Following

the Merger” beginning on page 126, and “Item 5.02. Departure of Directors or Certain Officers; Election of Directors;

Appointment of Certain Officers; Compensatory Arrangements of Certain Officers” of the Form 8-K Report filed April 2, 2026,

and are incorporated herein by reference. Information with respect to the compensation of the Company’s named executive officers

and directors is set forth in the Prospectus in the sections titled “RTB Executive Compensation” beginning on page 135

and “RTB Director Compensation” beginning on page 138, and that information is incorporated herein by reference.

Committees

of the Board

and as of May 21, 2026, the Board appointed its members to join the Audit, Compensation, and Nominating and Corporate Governance Committee,

as illustrated in the table below.

Audit

Committee: Steven Fletcher (Chairman), Michael Alexander, and Brett Moyer, each of whom is currently believed to be “independent”

as defined under section 5605(a)(2) of the Nasdaq Listing Rules. In addition, the board of directors has determined that each of Michael

Alexander and Steven Fletcher is an “audit committee financial expert” as defined in Item 407(d)(5)(ii) of Regulation S-K

promulgated under the Securities Act.

Compensation

Committee: Walton Comer (Chairman) and Steven Fletcher, each of whom we believe to be “independent” as defined in section

5605(a)(2) of the Nasdaq Listing Rules.

Nominations

Committee: David Bailey (Chairman) and Michael Alexander, each of whom we believe to be “independent” as defined in section

5605(a)(2) of the Nasdaq Listing Rules.

Indemnification

Agreement

Following

the Closing Date, the Company intends to enter into its standard form of indemnification agreement with its directors, the description

of which is hereby incorporated by reference to the Prospectus, including from page 149 thereof.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

the extent required by Item 5.03 of Form 8-K, the information contained in (or incorporated by reference into) the disclosure set forth

in the “Introductory Note” above is incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.

Name of Exhibit

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.

RYVYL Inc.

By:

/s/ James Heckman

Name:

James Heckman

Title:

Chief Executive Officer

Dated: May 21,

2026

XML — IDEA: XBRL DOCUMENT

XML

Filename: R1.htm · Sequence: 6

v3.26.1

Cover

May 15, 2026

Cover [Abstract]

Document Type

8-K

Amendment Flag

false

Document Period End Date

May 15, 2026

Current Fiscal Year End Date

--12-31

Entity File Number

001-34294

Entity Registrant Name

RTB Digital, Inc.

Entity Central Index Key

0001419275

Entity Tax Identification Number

22-3962936

Entity Incorporation, State or Country Code

Entity Address, Address Line One

3111 Camino Del Rio North

Entity Address, Address Line Two

Suite 400

Entity Address, City or Town

San Diego

Entity Address, State or Province

Entity Address, Postal Zip Code

92108

City Area Code

(855)

Local Phone Number

201-161

Written Communications

false

Soliciting Material

false

Pre-commencement Tender Offer

false

Pre-commencement Issuer Tender Offer

false

Title of 12(b) Security

Common Stock, par value $0.001 per share

Trading Symbol

RTB

Security Exchange Name

NASDAQ

Entity Emerging Growth Company

false

- Definition

Boolean flag that is true when the XBRL content amends previously-filed or accepted submission.

+ References

No definition available.

+ Details

Name:

dei_AmendmentFlag

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Area code of city

+ References

No definition available.

+ Details

Name:

dei_CityAreaCode

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Cover page.

+ References

No definition available.

+ Details

Name:

dei_CoverAbstract

Namespace Prefix:

dei_

Data Type:

xbrli:stringItemType

Balance Type:

Period Type:

duration

- Definition

End date of current fiscal year in the format --MM-DD.

+ References

No definition available.

+ Details

Name:

dei_CurrentFiscalYearEndDate

Namespace Prefix:

dei_

Data Type:

xbrli:gMonthDayItemType

Balance Type:

Period Type:

duration

- Definition

For the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.

+ References

No definition available.

+ Details

Name:

dei_DocumentPeriodEndDate

Namespace Prefix:

dei_

Data Type:

xbrli:dateItemType

Balance Type:

Period Type:

duration

- Definition

The type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.

+ References

No definition available.

+ Details

Name:

dei_DocumentType

Namespace Prefix:

dei_

Data Type:

dei:submissionTypeItemType

Balance Type:

Period Type:

duration

- Definition

Address Line 1 such as Attn, Building Name, Street Name

+ References

No definition available.

+ Details

Name:

dei_EntityAddressAddressLine1

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Address Line 2 such as Street or Suite number

+ References

No definition available.

+ Details

Name:

dei_EntityAddressAddressLine2

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Name of the City or Town

+ References

No definition available.

+ Details

Name:

dei_EntityAddressCityOrTown

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Code for the postal or zip code

+ References

No definition available.

+ Details

Name:

dei_EntityAddressPostalZipCode

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Name of the state or province.

+ References

No definition available.

+ Details

Name:

dei_EntityAddressStateOrProvince

Namespace Prefix:

dei_

Data Type:

dei:stateOrProvinceItemType

Balance Type:

Period Type:

duration

- Definition

A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityCentralIndexKey

Namespace Prefix:

dei_

Data Type:

dei:centralIndexKeyItemType

Balance Type:

Period Type:

duration

- Definition

Indicate if registrant meets the emerging growth company criteria.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityEmergingGrowthCompany

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.

+ References

No definition available.

+ Details

Name:

dei_EntityFileNumber

Namespace Prefix:

dei_

Data Type:

dei:fileNumberItemType

Balance Type:

Period Type:

duration

- Definition

Two-character EDGAR code representing the state or country of incorporation.

+ References

No definition available.

+ Details

Name:

dei_EntityIncorporationStateCountryCode

Namespace Prefix:

dei_

Data Type:

dei:edgarStateCountryItemType

Balance Type:

Period Type:

duration

- Definition

The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityRegistrantName

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityTaxIdentificationNumber

Namespace Prefix:

dei_

Data Type:

dei:employerIdItemType

Balance Type:

Period Type:

duration

- Definition

Local phone number for entity.

+ References

No definition available.

+ Details

Name:

dei_LocalPhoneNumber

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 13e

-Subsection 4c

+ Details

Name:

dei_PreCommencementIssuerTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14d

-Subsection 2b

+ Details

Name:

dei_PreCommencementTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Title of a 12(b) registered security.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b

+ Details

Name:

dei_Security12bTitle

Namespace Prefix:

dei_

Data Type:

dei:securityTitleItemType

Balance Type:

Period Type:

duration

- Definition

Name of the Exchange on which a security is registered.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

+ Details

Name:

dei_SecurityExchangeName

Namespace Prefix:

dei_

Data Type:

dei:edgarExchangeCodeItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

+ Details

Name:

dei_SolicitingMaterial

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

+ Details

Name:

dei_TradingSymbol

Namespace Prefix:

dei_

Data Type:

dei:tradingSymbolItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

+ Details

Name:

dei_WrittenCommunications

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration