RTB Digital, Inc.

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.