Common Stock, par value $0.001 per share
- Symbol
- RTB
- Exchange
- NASDAQ
- Classification
- COMMON
- Status
- Current
Current Report · Items 1.01, 3.02, 9.01 · 8-K
RTB Digital, Inc.
RTBNASDAQEQUITYCurrent
Entry into a Material Definitive Agreement · Unregistered Sales of Equity Securities
Item 1.01 Entry into a Material Definitive Agreement On September 16 and 22, 2026, the Company entered into loan agreements with certain borrowers (“Borrowers”), pursuant to which the Company agreed to lend Borrowers an aggregate of $5,500,000. The loans bear interest at 20% per annum and are secured by equity owned by Borrowers. See Item 3.02 of this Current Report.…
Company context
RYVYL Inc. (“RYVYL”) is a financial technology company that develops software platforms and tools that are focused on providing global payment acceptance and disbursement capabilities. RYVYL’s strategy is rooted in our mission to transform the global payments landscape through technology-driven, customer-centric, and compliance-focused financial solutions. Our first-generation product, QuickCard, was originally developed to facilitate payment processing for predominantly cash-based businesses in certain niche high-risk business verticals. It was a comprehensive physical and virtual payment card processing management system that offered a cloud-based network interface, merchant management, and point-of-sale (POS) connectivity to facilitate noncash payment methods such as credit cards, debit cards and prepaid gift cards, and to subsequently disburse those funds electronically to merchants upon request. In early 2024, in response to evolving changes in the compliance environment and banking regulations, the Company began transitioning QuickCard to a fully virtual, app-based product. In mid-2024, the Company further transitioned its QuickCard product from a direct offering to a licensing model, whereby partners with more suitable compliance capabilities could license the platform from the Company and offer its payments processing capabilities in the same business verticals the Company previously served directly.
Current securities
Historical securities (1)
Registered securities in this filing
RTB Digital, Inc. · 8-K · Filed 2026-09-22
Disclosure sections
Item 1.01Item 1.01 - Entry into Material Agreement
Item
1.01 Entry into a Material Definitive Agreement
On
September 16 and 22, 2026, the Company entered into loan agreements with certain borrowers (“Borrowers”), pursuant to which
the Company agreed to lend Borrowers an aggregate of $5,500,000. The loans bear interest at 20% per annum and are secured by equity owned
by Borrowers. See Item 3.02 of this Current Report. The foregoing description of the loan agreements is qualified in its entirety by
reference to the form of loan agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K.
I tem
3.02. Unregistered Sales of Equity Securities
September
2026 Private Placement
On
September 16 and 22, 2026, RTB Digital, Inc. (“RTB”) entered into Securities Purchase Agreements with investors, including
certain persons and entities affiliated with RTB’s founders and principal stockholders, for the offer and sale of an aggregate
of 494,159 (“Shares”) shares of common stock, for gross proceeds of $5,500,000. The per share price was $11.13. The officers
of RTB conducted the offering without engaging any broker dealer or other offering participant.
RTB
also entered into a registration rights agreement to register the shares on a “piggy back” basis and a one-time “demand”
basis, exercisable 180 days after issuance of the Shares, as long as 50% of the Shares are being registered. The right to have the Shares
registered will terminate when the Shares are sold, they have been covered by an effective registration statement for 16 months or they
may be sold under Rule 144 without regard to the volume limitations. RTB has agreed to pay registration costs, and indemnify the investors
in relation to registration. The Shares were sold pursuant to Regulation 506(b) and are being issued as “restricted stock.”
RTB
also entered into lock-up agreements pursuant to which the Shares will be released from the applicable transfer restrictions in four
equal tranches as follows: (i) 25% on May 12, 2027; (ii) 25% on August 12, 2027; (iii) 25% on November 12, 2027; and (iv) 25% on February
14, 2028. Following each applicable release date, the corresponding tranche of shares will no longer be subject to such lock-up restrictions,
subject to applicable securities laws and any other restrictions that may apply to such shares.