Form 8-K

8-K — RTB Digital, Inc.

Accession: 0001185185-26-004134

Filed: 2026-09-18

Period: 2026-09-18

CIK: 0001419275

SIC: 8742 (SERVICES-MANAGEMENT CONSULTING SERVICES)

Item: Regulation FD Disclosure

Item: Other Events

Documents

8-K — rtb8k0091826.htm (Primary)

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

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K — FORM 8-K

8-K (Primary)

Filename: rtb8k0091826.htm · Sequence: 1

false

0001419275

2026-09-18

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): September 18, 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.)

4300 University Way, Suite C

Seattle, WA 98105

(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 8.01, 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. 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.

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.

Item 8.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.

Name of Exhibit

99.1*

Press Release, dated September 18, 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: September 18, 2026

EX-99.1 — EXHIBIT 99.1

EX-99.1

Filename: rtbex99-1.htm · Sequence: 2

Exhibit 99.1

Former United Kingdom Prime Minister Liz Truss Joins Roundtable

Board of Directors, to Lead European Press Coalition

Truss joins Roundtable founder’s 35 year history of empowering

professional journalism, with providing advanced technology for major media coalitions.

LONDON, Sept.18, 2026 (GLOBE NEWSWIRE) – Roundtable (Nasdaq:

RTB) CEO James Heckman today announced The Rt. Hon Liz Truss has joined its Board of Directors and will focus on forming a European

Press Coalition, leveraging Roundtable’s media operating system, to empower the highest-quality journalism to self-support. After

14 years serving Great Britain as Prime Minister, Parliamentarian, Foreign Secretary, International Trade Secretary and Chief Secretary

to the Treasury, Truss brings a distinguished record of public service and commitment to a free press.

“Liz embodies Britain’s tradition of sophisticated engagement

across political, media and civic constituencies through decades of thoughtful leadership, open debate and commitment to a free press,”

said James Heckman, CEO of Roundtable. “Our Board believes she is the perfect partner to advance our mission to protect and empower

human-led, professional journalism.”

“Great Britain has one of the world’s richest traditions

of independent journalism and most respected media brands. Yet professional media faces unprecedented technological and economic challenges,

particularly from AI and global technology platforms,” said Truss. “I’m honored to join Roundtable’s distinguished

technology leaders and senior media executives, offering the highest level of technology - purpose-built for human-led, professional media.

“Our free press is a historic national treasure worth protecting,

and forming a literal Roundtable of leading professionals can ensure great journalism, created by the human mind and spirit, has a sustainable

future.”

Roundtable has now assembled an audience exceeding 100 million, a $100

million marketplace - which is shared by dozens of premium media brands and hundreds of professional journalists. Liz Truss is ideally

positioned to help curate and expand the highest quality journalism within that ecosystem

Roundtable has developed the world’s most advanced media operating

system, powered by DeFi and AI, ironically to protect human-created journalism from AI - by providing the tools, technology, global-scale

monetization and self-sustaining distribution to empower this critical art to protect our human rights.

About Roundtable (RTB Digital, Inc.)

Roundtable (NASDAQ: RTB) is the world’s

only AI/DeFi-powered Enterprise Media Operating System, integrating distribution, publishing, monetization, community, syndication and

DeFi payment operations, powering professional and major media brands. The Web3 platform was developed over years by digital pioneers

and co-founders, Eyal Hertzog, and James Heckman. 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 accretive transactions undertaken in 2026 and future operations and revenues of the 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

company being able to maintain its listing on Nasdaq for the common stock, having sufficient capital for its acquisitions, operations

and business expansion, and developing its business and capturing users for its services. Annualized and longer period revenue and

business estimates are subject to the effect of macroeconomic events, to industry changes, to competitive forces, to client development

and retention, to capital availability, and to many other operational factors; therefore, any financial forecasts offered by the Company

must take into account the fact that the underlying assumptions may significantly change over time and projected results may substantively

increase or decrease. 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: ir@roundtable.io

Public Relations Contact: press@roundtable.io

XML — IDEA: XBRL DOCUMENT

XML

Filename: R1.htm · Sequence: 7

v3.26.3

Cover

Sep. 18, 2026

Cover [Abstract]

Document Type

8-K

Amendment Flag

false

Document Period End Date

Sep. 18, 2026

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

4300 University Way

Entity Address, Address Line Two

Suite C

Entity Address, City or Town

Seattle

Entity Address, State or Province

Entity Address, Postal Zip Code

98105

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

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