Form 8-K

8-K — RTB Digital, Inc.

Accession: 0001185185-26-004189

Filed: 2026-09-22

Period: 2026-09-22

CIK: 0001419275

SIC: 8742 (SERVICES-MANAGEMENT CONSULTING SERVICES)

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — rtb8k092126.htm (Primary)

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

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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): September 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.)

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 7.01 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 furnished as Exhibit 99.1 to this Current Report on Form 8-K 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, 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,” “forecast,” “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 to date 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 integration and expansion, and developing its business and capturing users for its services. Annualized and longer period

revenue and business and financial estimates are subject to macroeconomic events, to industry changes, to competitive forces, to client

development and retention, to capital availability, and to many other operational factors; therefore, any operational and financial forecasts

offered by the Company must take into account the fact that the underlying assumptions may significantly change over time, may not be

borne out, 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.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.

Name of Exhibit

99.1*

Press Release, dated September 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.

RYVYL Inc.

By:

/s/ James Heckman

Name:

James Heckman

Title:

Chief Executive Officer

Dated: September 22, 2026

EX-99.1 — EXHIBIT 99.1

EX-99.1

Filename: rtbex99-1.htm · Sequence: 2

Exhibit 99.1

Roundtable

Files 8-K: Projects $90-$100 Million in 2027 Revenue and Annualized Adjusted EBITDA-Positive Operations

Company

expects to achieve annualized Adjusted EBITDA-positive operations during 2027.

SEATTLE,

Sept. 22, 2026 (GLOBE NEWSWIRE) -- Roundtable (Nasdaq: RTB), an AI/DeFi-powered Enterprise Media Operating System, announces its

2027 operating forecast in a Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission.

The

Company forecasts $102 million in 2027 revenue and an Adjusted EBITDA-positive operations, based on current business and pipeline, and

pro forma for the recently announced Paradium.AI partnership. Because the Company’s operating costs are largely fixed, significant

operating leverage results as revenue scales past profitability.

2027

operating forecast (in $ millions)

Q1 2027

FY 2027

Enterprise Media Customers

104

Monthly unique users (millions)

83.4

99.8

Revenue (million)

$ 19.8

$ 102.1

Cost of Sales

$ 11.8

$ 60.1

Gross profit

$ 8.0

$ 42.0

Gross margin

40 %

41 %

Operating expenses

$ 7.0

$ 28.8

Adjusted EBITDA*

$ 0.9

$ 13.2

* Adjusted

EBITDA is a non-GAAP financial measure intended to reflect steady-state operations and excludes certain non-cash, transaction, transition

and one-time costs, including PAAI transaction and integration expenses, reimbursed severance and staff wind-down costs, stock-based

compensation, licensing and vendor transition costs, depreciation and amortization, interest, capital expenditures and professional fees.

A reconciliation to net income (loss), the most directly comparable GAAP measure, is not available without unreasonable effort due to

the variability, complexity and limited visibility of these items, including the accounting treatment of the Paradium.AI transaction,

which could materially affect GAAP results. The forecast requires successful closure of PAAI transaction, which requires financing. See

the accompanying press release for the full non-GAAP disclosure.

The

PAAI partnership brings sufficient scale and market-based pricing to RTB’s market leading capabilities - which benefit all RTB

customers. Our business model eliminates customers’ SaaS operational costs, and grows traffic and engagement, enabling media customers

to focus their resources on creating content and engaging audiences.

Roundtable

provides a unified DeFi/AI platform to media companies, which typically rely on fragmented third-party systems. RTB’s platform

integrates publishing, syndication, monetization, real-time payments, security, and AI protection against fraudulent traffic and other

threats.

Background

After

launching its platform in June 2026 at The Cannes Lions International Festival of Creativity, Roundtable began to onboard enterprise

media customers in the third quarter of 2026. 2027 will be the first full year of at-scale platform operations, and settled in partnership

with Coinbase.

2027

Strategy

Roundtable

is initially focusing on onboarding customers in the sports, finance, technology and news sectors, the initial verticals of what

the Company believes will be a 20-vertical premium information marketplace. Developing business into verticals provides scale for verticalized

marketers and thus higher yield per inventory unit.

About

Roundtable (RTB Digital, Inc.)

Roundtable

(NASDAQ: RTB) is an 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,”

“forecast,” “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 integration and 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, industry changes, competitive forces, client development and retention, capital availability, and many other

operational factors; therefore, any financial forecasts offered by the Company must take into account the fact that the underlying assumptions

may not bear out or 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: pr@roundtable.io

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