RTB Digital, Inc.

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)

**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:

Securities registered pursuant to Section 12(b) of the Exchange Act:

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☐

If 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”).

On 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.

On 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.

To 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