# RTB Digital, Inc.: Form 10-Q/A for the period ended Jun 30, 2026

- Company: [RTB Digital, Inc.](/companies/rtb.md) (CIK 1419275)
- Form: 10-Q/A
- Filed: 2026-09-16
- Accepted by EDGAR: Sep 16, 2026, 21:00 ET
- Period: 2026-06-30
- Accession: 0001185185-26-004069
- Inline XBRL: yes
- Main document: https://www.sec.gov/Archives/edgar/data/1419275/000118518526004069/rtb10qa1063026.htm
- All documents and exhibits: https://www.sec.gov/Archives/edgar/data/1419275/000118518526004069/

## Figures reported in this filing

Standardized XBRL line items for the period ended 2026-06-30.

| Line item | Period | Value | XBRL concept |
| --- | --- | ---: | --- |
| Revenue | 3 months, 2026-04-01 to 2026-06-30 | $2.3m | us-gaap:RevenueFromContractWithCustomerExcludingAssessedTax |
| Revenue | 6 months, 2026-01-01 to 2026-06-30 | $2.9m | us-gaap:RevenueFromContractWithCustomerExcludingAssessedTax |
| Cost of revenue | 3 months, 2026-04-01 to 2026-06-30 | $1.5m | us-gaap:CostOfRevenue |
| Cost of revenue | 6 months, 2026-01-01 to 2026-06-30 | $1.8m | us-gaap:CostOfRevenue |
| Gross profit | 3 months, 2026-04-01 to 2026-06-30 | $871.0k | us-gaap:GrossProfit |
| Gross profit | 6 months, 2026-01-01 to 2026-06-30 | $1.1m | us-gaap:GrossProfit |
| Research and development | 3 months, 2026-04-01 to 2026-06-30 | $262.0k | us-gaap:ResearchAndDevelopmentExpense |
| Research and development | 6 months, 2026-01-01 to 2026-06-30 | $447.0k | us-gaap:ResearchAndDevelopmentExpense |
| Operating income | 3 months, 2026-04-01 to 2026-06-30 | −$8.9m | us-gaap:OperatingIncomeLoss |
| Operating income | 6 months, 2026-01-01 to 2026-06-30 | −$12.6m | us-gaap:OperatingIncomeLoss |
| Income tax | 3 months, 2026-04-01 to 2026-06-30 | $13.0k | us-gaap:IncomeTaxExpenseBenefit |
| Income tax | 6 months, 2026-01-01 to 2026-06-30 | $13.0k | us-gaap:IncomeTaxExpenseBenefit |
| Net income | 3 months, 2026-04-01 to 2026-06-30 | −$9.6m | us-gaap:NetIncomeLoss |
| Net income | 6 months, 2026-01-01 to 2026-06-30 | −$14.4m | us-gaap:NetIncomeLoss |
| Diluted EPS | 3 months, 2026-04-01 to 2026-06-30 | −$1.24 | us-gaap:EarningsPerShareDiluted |
| Diluted EPS | 6 months, 2026-01-01 to 2026-06-30 | −$2.42 | us-gaap:EarningsPerShareDiluted |
| Basic EPS | 3 months, 2026-04-01 to 2026-06-30 | −$1.24 | us-gaap:EarningsPerShareBasic |
| Basic EPS | 6 months, 2026-01-01 to 2026-06-30 | −$2.42 | us-gaap:EarningsPerShareBasic |
| Diluted shares (weighted) | 3 months, 2026-04-01 to 2026-06-30 | 7,735,490 shares | us-gaap:WeightedAverageNumberOfDilutedSharesOutstanding |
| Diluted shares (weighted) | 6 months, 2026-01-01 to 2026-06-30 | 5,940,332 shares | us-gaap:WeightedAverageNumberOfDilutedSharesOutstanding |
| Operating cash flow | 6 months, 2026-01-01 to 2026-06-30 | −$5.2m | us-gaap:NetCashProvidedByUsedInOperatingActivities |
| Capital expenditure | 6 months, 2026-01-01 to 2026-06-30 | $0 | us-gaap:PaymentsToAcquirePropertyPlantAndEquipment |
| Cash and equivalents | at 2026-06-30 | $492.0k | us-gaap:CashAndCashEquivalentsAtCarryingValue |
| Current assets | at 2026-06-30 | $15.1m | us-gaap:AssetsCurrent |
| Total assets | at 2026-06-30 | $44.1m | us-gaap:Assets |
| Current liabilities | at 2026-06-30 | $11.0m | us-gaap:LiabilitiesCurrent |
| Total liabilities | at 2026-06-30 | $13.7m | us-gaap:Liabilities |
| Long-term debt | at 2026-06-30 | $607.0k | us-gaap:LongTermDebtNoncurrent |
| Current portion of debt | at 2026-06-30 | $13.0k | us-gaap:LongTermDebtCurrent |
| Shareholders' equity | at 2026-06-30 | $30.3m | us-gaap:StockholdersEquity |

## Management's discussion and analysis

As filed, 24,772 characters.

### CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

Certain information included in this Quarterly Report on Form 10-Q (this “Report”) and other materials we have filed or may filed, as well as information included in our oral or written statements, contain “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended (“the Exchange Act”). These statements are often identified by the use of words such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “project,” “will,” “would” or the negative or plural of these words, or similar expressions or variations. Such forward-looking statements are subject to a number of risks, uncertainties, assumptions, and other factors that could cause actual results and the timing of certain events to differ materially from future results expressed or implied by the forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those identified herein and in our other filings with the U.S. Securities and Exchange Commission (the “SEC”). You should not rely upon forward-looking statements as predictions of future events.

You should not place undue reliance on forward-looking statements. The cautionary statements set forth in this Report identify important matters or factors which you should consider in evaluating our forward-looking statements. These matters or factors include, among other things:

- our ability to effectively execute our business plans for the existing business of the Company and the legacy business acquired from Ryvyl Inc.;
- our ability to manage our expansion, growth and operating expenses, including the integration of the legacy business acquired from Ryvyl Inc.;
- our ability to comply with new regulations and compliance requirements that affect our business;
- our ability to evaluate and measure our business, prospects and performance metrics;
- our ability to compete and succeed in an evolving industry;
- our ability to respond and adapt to rapid changes in technology;
- risks in connection with completed or potential acquisitions, post-acquisition integrations, dispositions and other strategic growth opportunities and initiatives;
- our need for, and ability to raise, additional capital to support the development and expansion of the business;
- our ability to maintain the listing of our common stock on the Nasdaq Capital Market or any other national securities exchange;
- our ability to maintain operations in the event our financial condition is negatively impacted as the result of litigation or actions of any governmental agencies against us or against any of our officers or directors; and
- our dependence on our proprietary technology, which we may not be able to protect.

23

The foregoing list of important factors does not include all such factors, nor necessarily present them in order of importance. In addition, you should consult other disclosures made by us (such as in our other filings with the SEC or in our press releases) for other factors that may cause actual results to differ materially from those projected by us. For additional information regarding risk factors that could affect our results, see “Risk Factors” beginning on page 9 of our 2025 Annual Report and “Risk Factors” on page 32 of this Report.

We intend the forward-looking statements to speak only as of the time of such statements and do not undertake or plan to update or revise such forward-looking statements as more information becomes available or to reflect changes in expectations, assumptions or results. We can give no assurance that such expectations or forward-looking statements will prove to be correct. An occurrence of, or any material adverse change in, one or more of the risk factors or risks and uncertainties referred to in this Report, could materially and adversely affect our results of operations, financial condition, liquidity, and future performance.

In this Report, unless the context otherwise requires, all references to “the Company,” “we,” “our” and “us” refer collectively to RTB Digital Inc., a Nevada corporation, and its subsidiaries.

Our Management’s Discussion and Analysis and Results of Operations contains not only statements that are historical facts, but also statements that are forward-looking. Forward-looking statements are, by their very nature, uncertain and risky. These risks and uncertainties include international, national and local general economic and market conditions; demographic changes; our ability to successfully make and integrate acquisitions; new product development and introduction; existing government regulations and changes in, or the failure to comply with, government regulations, including without limitation, our ability to maintain the listing of our common stock on the Nasdaq Capital Market; adverse publicity; competition; the loss of significant customers or suppliers; fluctuations and difficulty in forecasting operating results; changes in business strategy or development plans; business disruptions; the ability to attract and retain qualified personnel; the ability to protect technology; our ability to continue operating as a going concern; and other risks that might be detailed from time to time in our filings with the SEC.

Although the forward-looking statements in this Report reflect the good faith judgment of our management, such statements can only be based on facts and factors currently known by them. Consequently, and because forward-looking statements are inherently subject to risks and uncertainties, the actual results and outcomes may differ materially from the results and outcomes discussed in the forward-looking statements. You are urged to carefully review and consider the various disclosures made by us in this Report and in our other reports as we attempt to advise interested parties of the risks and factors that may affect our business, financial condition, results of operations and prospects.

### RESULTS OF OPERATIONS

### Six Months Ended June 30, 2026 (Unaudited) Compared to Six Months Ended June 30, 2025 (Unaudited):

### (In thousands, except for percentages)

|  | Three Months Ended June 30, 2026 Amount | % of Revenue | 2025 Amount | % of Revenue | Change Amount% |  |
| --- | ---: | ---: | ---: | ---: | ---: | ---: |
| Revenue | $2,328 | 100.0% | $517 | 100.0% | $1,811 | 350.3% |
| Cost of revenue | 1,457 | 62.6% | 229 | 44.3% | 1,228 | 536.2% |
| Gross profit | 871 | 37.4% | 288 | 55.7% | 583 | 202.4% |
| **Operating expenses:** |  |  |  |  |  |  |
| Research and development | 262 | 11.3% | 117 | 22.6% | 145 | 123.9% |
| Selling and Marketing | 2,015 | 86.6% | 319 | 61.7% | 1,696 | 531.7% |
| General and administrative | 7,525 | 323.2% | 475 | 91.9% | 7,050 | 1,484.2% |
| Total operating expenses | 9,802 | 421.0% | 911 | 176.2% | 8,891 | 976.0% |
| **Loss from operations** | **(8,931)** | **(383.6)%** | **(623)** | **(120.5)%** | (8,308) | 1,333.5% |
| **Other income (expense):** |  |  |  |  |  |  |
| Loss on sale of crypto assets | (156) | (6.7)% | - | 0.0% | (156) | NM (1) |
| Change in fair value of March 2026 convertible note and related instruments | (405) | (17.4)% | - | 0.0% | (405) | NM (1) |
| Change in fair value of crypto assets | (150) | (6.4)% | 31 | 6.0% | (181) | (583.9)% |
| Gain on sale of short-term investments | - | 0.0% | 471 | 91.1% | (471) | (100.0)% |
| Legal settlements expense | 70 | 3.0% | - | 0.0% | 70 | NM (1) |
| Other income (expense) | 2 | 0.1% | 3 | 0.6% | (1) | (33.3)% |
| Total other (expense), net | (639) | (27.4)% | 505 | 97.7% | (1,144) | (226.5)% |
| Loss from operations before income taxes | (9,570) | (411.1)% | (118) | (22.8)% | (9,452) | 801.2% |
| Provision for income taxes | 13 | 0.6% | - | 0.0% | 13 | NM (1) |
| **Net loss** | **$(9,583)** | (411.6)% | **$(118)** | **(22.8)%** | $(9,465) | **8021.2%** |

|  | Three Months Ended June 30, 2026 | 2025 | $ Change | % Change |
| --- | ---: | ---: | ---: | ---: |
| Platform Operations | $630 | $517 | $113 | 21.9% |
| Fintech Operations | 1,698 | - | 1,698 | NM (1) |
| Total revenue | $2,328 | $517 | $1,811 | 350.3% |

(1) “NM” - Not Meaningful (e.g., division by zero, etc.)

### Revenue

Consolidated revenue increased $1.8 million, or 350.7%, to $2.3 million for the three months ended June 30, 2026, from $0.5 million for the three months ended June 30, 2025. The increase in consolidated revenue was driven by an increase of $1.7 million in Fintech Operations and an increase of $0.1 million in Platform Operations. The Fintech Operations segment is new, which the Company acquired effective May 12, 2026, in connection with its merger with Ryvyl Inc. The increase in Platform Operations revenue was primarily driven by increases in programmatic ads and syndication revenue, partially offset by direct ads and sponsorship revenues.

### Cost of Revenue

Consolidated cost of revenue increased $1.2 million, or 536.8%, to $1.5 million for the three months ended June 30, 2026, from $0.2 million for the three months ended June 30, 2025. The increase in consolidated cost of revenue was driven by an increase of $1.0 million in Fintech Operations and a $0.2 million increase in Platform Operations. The increase in cost of revenue for Fintech Operations is consistent with the change in revenue noted above and the gross margin profile expected for this business segment. The increase in cost of revenue for Platform Operations was primarily driven by an increase in the revenue guarantee to a key programmatic ads partner and an increase in content personnel costs as the Company continues to build out its platform and operations for this business segment, in line with its strategic objectives.

### Operating Expenses

Consolidated operating expenses increased $8.9 million, or 976.1%, to $9.8 million for the three months ended June 30, 2026, from $0.9 million for the three months ended June 30, 2025. The increase was primarily driven by the following:

*Research and development –* Increased ~$0.1 million due higher amortization related to acquired intangible assets and capitalized software development costs, primarily related to Platform Operations.

*Selling and marketing –* Increased $1.7 million, primarily driven by an increase of $1.1 million due to a significant increase in sports partners with over 150 reporters and team publishers having joined the Company in 2026, and higher marketing expenses of $0.1 million to expand and refresh the Company’s brand. Additionally, approximately $0.2 million of the increase relates to selling and marketing expenses of the Fintech Operations business, acquired by the Company during the second quarter, as noted above.

*General and administrative –* Increased $7.0 million and was due to $2.3 million of expenses related to the Fintech Operations business, inclusive of a $1.2 million advisory fee paid in connection with the closing of the merger, and a $4.8 million increase in expenses for the Platform Operations business. The Fintech Operations business is new in Q2 2026, as noted above, and the expenses incurred during Q2 2026 primarily related to professional fees of $1.8 million (primarily, merger closing advisory fee, and merger related legal and accounting costs), personnel costs of $0.3 million (including payroll taxes), and stock-based compensation of $0.2 million. The increase in expenses for the Platform Operations business was primarily driven by an increases in professional fees (primarily, consulting, legal, and accounting, including merger related support) of $0.8 million, higher personnel costs (including stock-based compensation) of $0.2 million due to increased headcount, and a $3.3 million charge ($2.7 million of it noncash) incurred during the second quarter of 2026 to modify and settle outstanding warrants issued to Ryvyl investors prior to the merger.

### Other (expense) income, net

Other expense, net, increased $1.1 million or 226.9%, to $0.6 million for the three months ended June 30, 2026, from other income, net of $0.5 million for the three months ended June 30, 2025. The increase was driven by $0.2 million of other expense related to the change in the fair value associated with the Company’s March 2026 Convertible Note and Warrants, $0.2 million of other expense related to the change in the fair value of crypto assets, and $0.5 million gain on the sale of short-term investments recognized in the three months ended June 30, 2025, with no similar activity in the three months ended June 30, 2026.

### Six Months Ended June 30, 2026 (Unaudited) Compared to Six Months Ended June 30, 2025 (Unaudited):

### (In thousands, except for percentages)

|  | Six Months Ended June 30, 2026 Amount | % of Revenue | 2025 Amount | % of Revenue | Change Amount% |  |
| --- | ---: | ---: | ---: | ---: | ---: | ---: |
| Revenue | $2,881 | 100.0% | $962 | 100.0% | $1,919 | 199.5% |
| Cost of revenue | 1,827 | 63.4% | 551 | 57.3% | 1,276 | 231.6% |
| Gross profit | 1,054 | 36.6% | 411 | 42.7% | 643 | 156.4% |
| **Operating expenses:** |  |  |  |  |  |  |
| Research and development | 447 | 15.5% | 220 | 22.9% | 227 | 103.2% |
| Selling and Marketing | 3,451 | 119.8% | 504 | 52.4% | 2,947 | 584.9% |
| General and administrative | 9,747 | 338.3% | 870 | 90.4% | 8,877 | 1020.3% |
| Total operating expenses | 13,645 | 473.6% | 1,594 | 165.7% | 12,051 | 756.0% |
| **Loss from operations** | (12,591) | (437.0)% | (1,183) | (123.0)% | (11,409) | 964.3% |
| **Other income (expense):** |  |  |  |  |  |  |
| Loss on sale of crypto assets | (400) | (13.9)% | - | 0.0% | (400) | NM (1) |
| Change in fair value of 2026 convertible and related instruments | (405) | (14.1)% | - | 0.0% | (405) | NM (1) |
| Change in fair value of crypto assets | (1,025) | (35.6)% | - | 0.0% | (1,025) | NM (1) |
| Gain on sale of short-term investments | - | 0.0% | 471 | 49.0% | (471) | (100.0)% |
| Legal settlements expense | 70 | 2.4% | - | 0.0% | 70 | NM (1) |
| Other income (expense) | 2 | 0.1% | 3 | 0.3% | (1) | (33.3)% |
| Total other (expense), net | (1,758) | (61.0)% | 474 | 49.3% | (2,232) | (470.9)% |
| Loss from operations before income taxes | (14,349) | (498.1)% | (709) | (73.7)% | (13,640) | 1,923.8% |
| Provision for income taxes | 13 | 0.5% | - | 0.0% | 13 | NM (1) |
| **Net loss** | $(14,362) | (498.5)% | $(709) | (73.7)% | $(13,653) | 1,925.7% |

|  | Six Months Ended June 30, 2026 | 2025 | $ Change | % Change |
| --- | ---: | ---: | ---: | ---: |
| Platform Operations | $1,183 | $962 | $221 | 23.0% |
| Fintech Operations | 1,698 | - | 1,698 | NM (1) |
| Total revenue | $2,881 | $962 | $1,919 | 199.5% |

(1) “NM” - Not Meaningful (e.g., division by zero, etc.)

### Revenue

Consolidated revenue increased $1.9 million, or 199.4%, to $2.9 million for the six months ended June 30, 2026, from $1.0 million for the six months ended June 30, 2025. The increase in consolidated revenue was driven by an increase of $1.7 million in Fintech Operations and an increase of $0.2 million in Platform Operations. The Fintech Operations segment is new, which the Company acquired effective May 12, 2026, in connection with its merger with Ryvyl Inc. The increase in Platform Operations revenue was primarily driven by increases in programmatic ads and syndication revenue.

### Cost of Revenue

Consolidated cost of revenue increased $1.3 million, or 231.4%, to $1.8 million for the six months ended June 30, 2026, from $0.6 million for the six months ended June 30, 2025. The increase in consolidated cost of revenue was driven by an increase of $1.0 million in Fintech Operations and a $0.3 million increase in Platform Operations. The increase in cost of revenue for Fintech Operations is consistent with the change in revenue noted above and the gross margin profile expected for this business segment. The increase in cost of revenue for Platform Operations was primarily driven by an increase in the revenue guarantee to a key programmatic ads partner and an increase in content personnel costs as the Company continues to build out its platform and operations for this business segment, in line with its strategic objectives.

### Operating Expenses

Consolidated operating expenses increased $12.1 million, or 756.3%, to $13.6 million for the six months ended June 30, 2026, from $1.6 million for the six months ended June 30, 2025. The increase was primarily driven by the following:

*Research and development –* Increased $0.2 million due higher amortization related to acquired intangible assets and capitalized software development costs, primarily related to Platform Operations.

*Selling and marketing –* Increased $2.9 million, primarily driven by an increase of $2.2 million due to a significant increase in sports partners with over 150 reporters and team publishers having joined the Company in 2026, higher marketing expenses of $0.2 million to expand and refresh the Company’s brand, and higher sales headcount and commissions of $0.2 million. Additionally, approximately $0.2 million of the increase relates to selling and marketing expenses for the Fintech Operations segment, acquired by the Company during the second quarter of 2026, as noted above.

*General and administrative –* Increased $8.9 million, driven by $2.6 million of expenses related to the Fintech Operations business, inclusive of a $1.2 million advisory fee paid in connection with the closing of the merger, and a $6.6 million increase in expenses for the Platform Operations business. The Fintech Operations business is new in Q2 2026, as noted above, and the expenses incurred during Q2 2026 primarily related to professional fees of $1.8 million (primarily, merger closing advisory fee, and merger related legal and accounting costs), personnel costs of $0.3 million (including payroll taxes), and stock-based compensation of $0.2 million. The increase in expenses for the Platform Operations business was primarily driven by an increases in professional fees (primarily, consulting, legal, and accounting, including merger related support) of $2.3 million, higher personnel costs (including stock-based compensation) of $0.3 million due to increased headcount, an increase in events and travel of $0.3 million, and a $3.3 million charge ($2.7 million of it noncash) incurred during the second quarter of 2026 to modify and settle outstanding warrants issued to Ryvyl investors prior to the merger.

### Other (expense) income, net

Other expense, net, increased $2.2 million or 470.9%, to $1.8 million for the six months ended June 30, 2026, from other income, net of $0.5 million for the six months ended June 30, 2025. The increase was driven by $0.4 million loss on the sale of crypto assets, $0.4 million of other expense related to the change in the fair value associated with the Company’s March 2026 Convertible Note and Warrants, $1.0 million of other expense related to the change in the fair value of crypto assets, and $0.5 million gain on the sale of short-term investments recognized in the six months ended June 30, 2025, with no corresponding activity in the six months ended June 30, 2026.

### Liquidity and Capital Resources

As of June 30, 2026, the Company’s consolidated working capital was approximately $4.1 million, which included cash of $0.5 million, restricted cash of $0.3 million, and USDC of $0.1 million. Historically, the Company has primarily financed its operations with proceeds from operations, the sale of equity securities, and proceeds from convertible debt. The Company’s material liquidity needs principally relate to working capital requirements.

Additionally, as of June 30, 2026, the Company also held 35.37 bitcoins for investment but also, from time to time, for use in operational purposes, which had a fair value of approximately $2.1 million. See Note 2, *Summary of Significant Accounting Policies,* for additional information.

We believe that our existing cash and cash equivalents and other sources of liquidity available to us will be sufficient to meet our working capital needs for at least the next 12 months. From time to time, we have raised capital by issuing equity or debt securities such as our September 2025 Convertible Notes and 2026 Convertible Note and Warrants, and we may do so in the future. However, such funding may not be available on terms acceptable to us or at all.

### Cash Flow Activities

The following table summarizes cash flow activities for the periods presented (in thousands):

|  | Six Months Ended June 30, 2026 | 2025 |
| --- | ---: | ---: |
| Net cash used in operating activities | $(5,169) | $(646) |
| Net cash used in investing activities | 3,383 | 1,395 |
| Net cash provided by financing activities | 1,996 | - |
| Net increase in cash and cash equivalents, and restricted cash | $210 | $749 |

#### Operating Activities

For the six months ended June 30, 2026, net cash used in operation activities was $5.2 million, comprised of a net loss of $14.4 million, adjusted for non-cash expenses of $3.4 million, consisting primarily of depreciation and amortization, stock-based compensation, changes in the fair value of debt instruments, stock issued for services, and unrealized losses on crypto assets. Additionally, the net change in operating assets and liabilities was positive $5.9 million, primarily related to changes in accounts receivable of $0.3 million; accounts payable and accrued liabilities of $5.6 million, which were driven by settlement timing.

For the six months ended June 30, 2025, net cash used in operation activities was $0.6 million, comprised of a net loss of $0.7 million, adjusted for non-cash income of $0.2 million, consisting primarily of depreciation and amortization of 0.1 million; stock-based compensation of $0.2 million; partially offset by a gain on the sale of short-term investments of $0.5 million. Additionally, the net change in operating assets and liabilities was positive $0.3 million, primarily related to the change in accounts payable of $0.4 million

#### Investing Activities

For the six months ended June 30, 2026, net cash provided by investing activities was $3.4 million, comprised primarily of proceeds from the sale of crypto assets of $10.2 million and cash acquired in connection with the Ryvyl merger of $4.7 million, which were partially offset by cash outflows of $0.5 million for the cash portion of a $1.8 million note receivable issued during the second quarter of 2026, a nonrefundable deposit on a digital media investment of $10.0 million, purchases of USDC of $0.5 million, and capitalized software development costs of $0.7 million.

For the six months ended June 30, 2025, net cash provided by investing activities was $1.4 million, comprised primarily of proceeds from the issuance of SAFE notes payable of $1.1 million and the sale of short-term investments of $0.5 million, which were partially offset by capitalized software development costs of $0.2 million.

#### Financing Activities

For the six months ended June 30, 2026, net cash provided by financing activities was $2.0 million, comprised primarily of $2.0 million proceeds from the issuance of a $2.0 convertible note during the first quarter of 2026. For the six months ended June 30, 2025, net cash provided by (used in) financing activities was zero.

### Critical Accounting Estimates

The preparation of the Company’s condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, and expenses, as well as related disclosure of contingent assets and liabilities. Actual results could differ from the Company’s estimates. To the extent that there are material differences between these estimates and actual results, the Company’s financial condition or operating results will be materially affected. The Company bases its estimates on current and past experience, to the extent that historical experience is predictive of future performance and other assumptions that the Company believes are reasonable under the circumstances. The Company evaluates these estimates on an ongoing basis.

Estimates, judgments, and assumptions in these condensed consolidated financial statements include, but are not limited to, those related to the capitalization of platform development costs and associated useful lives, acquired intangible assets and associated useful lives, goodwill, valuation allowances for deferred tax assets, valuation of stock options and warrants, credit losses, and assumptions used to calculate certain contingent liabilities.

## Market risk

As filed, 163 characters.

We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information otherwise required under this Item.

## Controls and procedures

As filed, 2,409 characters.

#### Evaluation of Disclosure Controls and Procedures

Our management is responsible for establishing and maintaining adequate disclosure controls and procedures over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act, as amended. Our management, under the supervision and with the participation of our Chief Financial Officer and Chief Accounting Officer, conducted an evaluation of the effectiveness of our disclosure controls and procedures over financial reporting as of June 30, 2026, based on the framework in Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Based on that evaluation, our management concluded that, as of June 30, 2026, our disclosure controls and procedures were effective at the reasonable assurance level.

#### Changes in Internal Control Over Financial Reporting

On May 12, 2026, the Company completed its previously disclosed merger with Ryvyl Inc. The transaction was accounted for as a reverse capitalization, in accordance with U.S. GAAP, with the Company treated as the accounting acquiror. As a result, the historical financial statements of the Company are now the historical financial statements of the combined company. Following the closing of the merger, we have started the process of integrating the combined companies’ internal controls, personnel, and financial reporting systems as the basis for our internal control over financial reporting going forward.

As of the date of this Report, we are continuing to integrate the processes, systems, and personnel of the combined companies, and will continue to evaluate the design and operating effectiveness of our internal control over financial reporting as integration activities progress. Except as described above, there were no changes in our internal control over financial reporting, as defined in the Exchange Act Rule 13a-15(f), that occurred during the quarter ended June 30, 2026, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

## Risk factors

As filed, 62,861 characters.

Following the closing of the merger with Ryvyl Inc., effective May 12, 2026, the Company’s business, operations, and risk profile have changed significantly. The risk factors set forth below supersede and replace those previously disclosed and reflect the business of the combined company following the Merger.

### Risks Related to the Combined Company (“RTB”)

***If RTB fails to retain current users or add new users, or if the users decrease their level of engagement with the Platform, the RTB business would be seriously harmed.***

The success of the RTB business and ability to attract and retain advertisers heavily depends on the size of the user base and the level of engagement of users. Several factors could negatively affect user retention, growth, and engagement, including if:

- users increasingly engage with competing platforms instead of the Platform;
- RTB fails to introduce new products and services, or such products and services do not achieve a high level of market acceptance;
- RTB fails to accurately anticipate user needs or fails to innovate and develop new software and products that meet these needs;
- RTB fails to price products competitively;
- RTB does not provide a compelling user experience because of the decisions made regarding the type and frequency of advertisements that are displayed;
- RTB is unable to combat spam, bugs, malwares, viruses, hacking, or other hostile or inappropriate usage of the products or the Platform (as defined below);
- there are changes in user sentiment about the quality or usefulness of the existing products in the short-term, long-term, or both;
- there are increased user concerns related to privacy and information sharing, safety, or security on the Platform that RTB does not address;
- there are adverse changes in the RTB products or services that are mandated by legislation, regulatory authorities, or legal proceedings;
- technical or other problems frustrate the user experience, particularly if those problems prevent RTB from delivering products in a fast and reliable manner;
- RTB fails to maintain sufficient digital asset (including Bitcoin) inventory to meet payment obligations, manage Bitcoin price volatility, and successfully monetize its digital asset-backed liquidity pool is critical to operations, which could impair RTB’s ability to attract and retain users and Platform Partners;
- RTB, Platform Partners, or other companies in our industry are the subject of adverse media reports or other negative publicity, some of which may be inaccurate or include confidential information that RTB is unable to correct or retract; or
- RTB fails to maintain its brand image or its reputation is damaged.

***Generative Artificial Intelligence (“AI”) technology may negatively impact our ability to attract, engage, and retain audiences; protect and monetize our intellectual property; maintain and grow our revenue streams; avoid reputational harm; and involve other risks.***

Recent advances in the use of AI may significantly alter the market for the RTB products and services. These technologies make it easier to access, duplicate, and distribute the RTB content, or otherwise generate output based on the RTB content, without authorization, fair compensation, or proper attribution. These technologies may reduce online traffic and audience sizes, infringe RTB intellectual property rights, harm existing and potential new revenue streams, damage the RTB brand, and adversely affect the RTB business, financial condition, and results of operations. The RTB reputation may also be harmed if these technologies wrongly attribute inaccurate information to us. RTB seeks to limit such threats; however, controlling unauthorized use of content and intellectual property is difficult and preventative measures implemented by RTB may not prevent misuse, misattribution, and infringement of the RTB intellectual property. Although RTB does not believe these threats have been material to its businesses to date, RTB expects to continue to be subject to these threats and, as a result may experience a negative impact on its business and financial condition.

***The market in which RTB participates is intensely competitive, and if it does not compete effectively, its operating results could be harmed.***

The digital media and Software-as-a-Service industries are fragmented and highly competitive. There are many players in these markets, many with greater name recognition and financial resources, which may give them a competitive advantage. The general business of online media, combined with some level or method of leveraging community attracts many potential entrants, and in the future, there may be strong competitors that will compete with RTB in general or in selected markets. These and other companies may be better financed and be able to develop their markets more quickly and penetrate those markets more effectively. RTB expects competition to intensify in the future. All of this could adversely affect our revenues and operating results.

***If Internet search engines’ algorithms and methodologies are modified, traffic to our content could be reduced and our ability to attract and retain our audiences could be adversely impacted.***

The RTB search engine optimization capability in connection with audience acquisition efforts substantially depends on various internet search engines, such as Google, to direct a significant amount of traffic to the content published on the Platform. Algorithms are used by these search engines to determine search result listings and the order of the listings displayed in response to specific searches. Search engines frequently revise their algorithms in an attempt to optimize their search result listings. Future algorithm changes by Google or any other search engines could cause content published on the Platform to receive less favorable placements, which could reduce the number of readers who view this content and impact the RTB ability to effectively serve digital advertisements to the RTB audience. If RTB is unable to respond effectively to changes made by search engine providers to their algorithms and other processes, this could have a material adverse effect on RTB revenues and operating results.

***The sales and payment cycle for online advertising is long, and such sales may not occur when anticipated or at all, all of which could adversely affect the RTB business.***

The decision process is typically lengthy for brand advertisers and sponsors to commit to online campaigns and subject to delays which may be beyond the control of RTB. In addition, some advertisers and sponsors take months after the campaign runs to pay, and some may not pay at all, or require partial “make-goods” based on performance. This could have a material adverse effect on the RTB business, financial condition, or results of operations.

***RTB is dependent on the continued services and on the performance of key third party content contributors, the loss of which could adversely affect the RTB business.***

RTB relies on content contributed by third party providers to attract users that drive advertising and subscription revenue. The loss of the services of any of such key contributors could have a material adverse effect on the RTB business, operating results, and financial condition. Competition for contributors is intense, and there can be no assurance that RTB will be able to successfully attract, assimilate, or retain them, which could have a material adverse effect on the RTB business, financial condition, or results of operations.

***The RTB revenues could decrease if the Platform does not continue to operate as intended.***

The Platform performs complex functions and is vulnerable to undetected errors or unforeseen defects that could result in a failure to operate or inefficiency. The occurrence of errors and defects could result in loss of or delay in revenue, loss of market share, increased development costs, diversion of development resources and injury to the RTB reputation or damage to the RTB efforts to expand brand awareness.

***The growing percentage of users whose computers, tablets, or phones do not support identification through third party cookies, mobile identifiers, or other tracking technologies could adversely affect the RTB business, results of operations, and financial conditions.***

RTB relies heavily on its ability to collect and disclose data and metrics in order to attract new advertisers and retain existing advertisers. Any restriction, whether by law, regulation, policy, or other reason, on its ability to collect and disclose data that the RTB advertisers find useful would impede the RTB ability to attract and retain advertisers.

RTB uses “cookies,” or small text files placed on user devices when an Internet browser is used, as well as mobile device identifiers, to connect users’ computers anonymously to information that RTB gathers, enabling the Platform to demonstrate to advertisers its efficacy. More and more devices have offered functionalities that block such anonymized identifiers and some prominent technology companies have announced intentions to discontinue the use of cookies entirely. Additionally, there are statutes that limit the gathering of information of users that make it more difficult for RTB to operate, and if violated subject it to damages. Although RTB believes the Platform is well-positioned to continue to provide key data insights to advertisers without cookies, actions by advertisers to buy advertising based on alternative identifiers could lead to changes in purchase behavior of advertisers, thereby possibly impacting the RTB operations, and the RTB financial condition could be adversely affected.

***The RTB Platform Partners may engage in intentional or negligent misconduct or other improper activities on the Platform or otherwise misuse the Platform, which may damage the RTB brand image, business and results of operations.***

The Platform provides the RTB owned and operated media businesses, Platform Partners, and individual creators contributing content the ability to produce and manage editorially focused content through tools and services provided by RTB. RTB might not be able to monitor or edit a significant portion of the content, such as advertising content, that appears on the Platform. If misconduct and misuse of the Platform for inappropriate or illegal purposes occurs, user experience on the Platform may suffer, and claims may be brought against RTB. The RTB business and public perception of the RTB brand may be materially and adversely affected if we face any related lawsuits or other liabilities.

***The Platform and technology systems of RTB contain open-source software, which may pose particular risk to RTB proprietary software, features and functionalities in a manner that negatively affect the RTB business.***

RTB uses open-source software in the Platform and technology systems, and it plans to continue to use open-source software in the future. RTB has have set up an internal system to monitor the open-source software used by RTB in its operations and functionality and to manage the risks posed to the RTB business. RTB may face claims from third parties claiming ownership of, or demanding release of, the open-source software or derivative works that RTB developed using such software. These claims could result in litigation and could require RTB to make its software source code freely available, purchase a costly license or cease offering the implicated services unless and until RTB can re-engineer them to avoid infringement. This could require significant additional technology and development resources, and RTB may not be able to complete such re-engineering successfully.

### Risks Related to RTB Business and Cryptocurrency Strategy

***Among RTB’s principal assets are cryptocurrency holdings, primarily Bitcoin, which constitute a material portion of total assets. Cryptocurrency holdings are subject to extreme price volatility, regulatory uncertainty, custody risks, and potential total loss.***

Due to the lack of an operating history and the concentration of crypto asset holdings, it is difficult to evaluate the RTB business and future prospects. RTB may not be able to achieve or maintain profitability in any given period.

RTB will operate in a highly competitive environment and will compete against companies and other entities with similar strategies, including companies with significant cryptocurrency holdings, and the RTB business, operating results, and financial condition may be adversely affected if RTB is are unable to compete effectively.

The emergence or growth of other digital assets, including those with significant private or public sector backing, including by governments, consortiums or financial institutions, could have a negative impact on the price of cryptocurrencies and adversely affect the RTB business.

***Our cryptocurrency holdings will be less liquid than our cash and cash equivalents and may not be able to serve as a source of liquidity for RTB.***

We will face risks relating to the custody of our crypto assets. If RTB or our third-party service providers experience a security breach or cyberattack and unauthorized parties obtain access to the cryptocurrencies, or if the private keys are lost or destroyed, or other similar circumstances or events occur, RTB may lose some or all of its crypto assets, and the RTB financial condition and results of operations could be materially adversely affected.

Bitcoin prices have experienced significant volatility, with prices ranging from approximately $15,000 to over $120,000 per Bitcoin over the past three years. RTB’s Bitcoin holdings are classified as indefinite-lived intangible assets under GAAP, subject to impairment testing. Declines in Bitcoin prices could result in material impairment charges, while appreciation cannot be recognized until Bitcoin is sold.

RTB maintains custody of its Bitcoin through Anchorage Digital, a regulated digital asset custodian. RTB faces risks of loss, theft, or restricted access to Bitcoin holdings due to cybersecurity breaches, custodian insolvency, or regulatory action. Unlike traditional banking deposits, cryptocurrency holdings are not protected by FDIC insurance or similar government guarantees.

***The RTB cryptocurrency acquisition strategy will expose us to risk of non-performance by counterparties, including in particular risks relating to custodians, including as a result of inability or refusal of a counterparty to perform because of a deterioration in the counterparty’s financial condition and liquidity or for any other reason.***

Cryptocurrency and other digital assets are novel assets, which will expose us to significant legal, commercial, regulatory and technical uncertainty, which could materially adversely affect our financial position, operations and prospects.

***Policymakers in the U.S. are just beginning to consider what regulatory regime for digital assets would look like and the elements that would serve as the foundation for such a regime. RTB may be unable to effectively react to proposed legislation and regulation of digital assets, which would adversely affect the RTB business.***

The status of crypto assets as “securities” in any relevant jurisdiction, as well as the status of cryptocurrency-related products and services in general, is subject to a high degree of uncertainty. If RTB is unable to properly characterize such products or service offerings, RTB may be subject to regulatory scrutiny, inquiries, investigations, fines, and other penalties, which may adversely affect the RTB business, operating results and financial condition.

RTB may be subject to money transmission licensing requirements, anti-money laundering compliance, sanctions screening, and other regulatory obligations related to its cryptocurrency payment operations. Changes in regulation could restrict RTB’s ability to hold, trade, or utilize Bitcoin, or could impose substantial compliance costs.

***Regulatory changes classifying crypto-assets as “securities” could lead to our classification as an “investment company” under the Investment Company Act of 1940, as amended (the “1940 Act”) and could adversely affect the market price of cryptocurrencies and the market price of shares of our securities.***

RTB would not be able to operate its business according to the RTB business plans if it is required to register as an investment company under the 1940 Act. If RTB is characterized as an investment company, it would likely have to terminate its business operations or substantially change them in a way that may impair its value and the then equity holders may lose the value of their holdings in RTB.

***Investors in RTB will not be afforded the protections and safeguards offered by the 1940 Act to investors in registered investment companies such as mutual funds and exchange-traded funds, including, but not limited to, limitations on the amount of leverage that RTB may use and strict limitations on its ability to engage in transactions with its affiliates.***

RTB believes that it is not subject to the same legal and regulatory obligations, including certain compliance and reporting obligations that apply to registered investment companies under the 1940 Act, such as mutual funds and exchange-traded funds, or to obligations applicable to investment advisers.

RTB may be restricted in the manner in which it conducts its operations to ensure that it is not deemed to be an investment company for purposes of the 1940 Act.

Due to the unregulated nature and lack of transparency surrounding the operations of many cryptocurrency trading venues, cryptocurrency trading venues may experience greater fraud, security failures or regulatory or operational problems than trading venues for more established asset classes, which may result in a loss of confidence in cryptocurrency trading venues and adversely affect the value of our cryptocurrency holdings.

### Risks Related to RTB Economic and Operational Risks

### RTB may have difficulty managing growth.

RTB has added, and expects to continue to add, Platform Partner and end-user support capabilities, continue software development activities, and expand administrative capabilities. In the past two years, RTB has entered into strategic transactions that have significantly expanded business and placed significant strain on its resources. To manage any further growth, organically or through further acquisitions, RTB will be required to improve existing, and implement new, operational and financial systems and properly manage its employee base. If it is unable to manage growth effectively, the business could be harmed. RTB will also require additional funding for its current and any expanded operations, the absence of which will limit its ability to pursue its business plan.

***The strategic relationships that RTB may be able to develop and on which it may come to rely may not be successful.***

RTB will seek to develop strategic relationships with advertising, media, technology, and other companies to enhance market penetration, business development, and advertising sales revenues. There can be no assurance that these relationships will develop and mature or that potential competitors will not develop more substantial relationships with the same or more attractive partners. The inability to successfully implement the RTB strategy of building valuable strategic relationships could harm the overall business of RTB.

***Interruptions or performance problems associated with the RTB technology and infrastructure may adversely affect the business and operating results.***

RTB believes that its growth will depend in part on the ability of users, customers, and Platform Partners to access the Platform at any time or within an acceptable amount of time. If RTB experiences performance problems due to a variety of factors, including infrastructure changes, introductions of new functionality, human or software errors, capacity constraints due to an overwhelming number of users accessing the Platform software simultaneously, denial of service attacks, or other security related incidents, users may decide to use other businesses. Generally, if the Platform software is unavailable or if users are unable to access it within a reasonable amount of time or at all, the business would be negatively affected.

Moreover, the Partner Agreements with the Platform Partners include service level standards that obligate RTB to provide credits or termination rights in the event of a significant disruption of the Platform, which may adversely affect the business and operating results if Platform Partners elect to use the credits or terminate its use of the Platform.

***Cyber-attacks and other security threats and disruptions could have a material adverse effect on the RTB business.***

As a tech-powered media company, RTB Faces cybersecurity threats, such as ransomware and denial-of-service, and attacks on technical infrastructure. Customers and suppliers face similar cybersecurity threats, and a cybersecurity incident impacting RTB or any of these entities could materially, adversely affect operations, performance and results of operations.

The sophistication of threats continues to evolve and grow, including the risk associated with the use of emerging technologies, such as artificial intelligence and quantum computing, for nefarious purposes. In addition to cybersecurity threats, RTB faces threats to the security of systems and employees from terrorist acts, sabotage or other disruptions, any of which could adversely affect the business. The improper conduct of employees or others working on behalf of RTB who have access to confidential or sensitive information could also adversely affect the RTB business and reputation. Customers (including sites that RTB operates for customers) and suppliers experience similar security threats.

If RTB is unable to protect sensitive information, including complying with evolving information security, data protection and privacy regulations, customers or governmental authorities could investigate the adequacy of the RTB threat mitigation and detection processes and procedures; and could bring actions against RTB for noncompliance with applicable laws and regulations. Moreover, depending on the severity of an incident, customers’ data, employees’ data, intellectual property (including trade secrets and research, development and engineering know-how), and other third-party data (such as suppliers) could be compromised, which could adversely affect the RTB business. Products and services provided by RTB to customers also carry cybersecurity risks, including risks that they could be breached or fail to detect, prevent or combat attacks, which could result in losses to the customers and claims against RTB, and could harm relationships with RTB customers and financial results.

Given the persistence, sophistication, volume and novelty of threats RTB faces, RTB may not be successful in preventing or mitigating an attack that could have a material adverse effect on RTB and the costs related to cyber or other security threats or disruptions may not be fully insured or indemnified by other means.

The RTB suppliers face similar security threats and an incident at one of these entities could adversely impact the RTB business. These entities are typically outside RTB control and may have access to RTB information with varying levels of security and cybersecurity resources, expertise, safeguards and capabilities. Adversaries actively seek to exploit security and cybersecurity weaknesses in a supply chain. Breaches in the supply chain could in the future compromise RTB data and adversely affect customer deliverables. RTB also must rely on its supply chain for adequately detecting and reporting cyber incidents, which could affect its ability to report or respond to cybersecurity incidents effectively or in a timely manner. Failures by the RTB suppliers could result in damages to the customers and have an adverse effect on the RTB business and operations.

***We operate the RTB exclusive coalition of professional-managed online media channels on third party cloud platforms and data center hosting facilities.***

RTB relies on software and services licensed from, and cloud platforms provided by, third parties to offer digital media services. Any errors or defects in third party software or cloud platforms could result in errors in, or a failure of, the RTB digital media services, which could harm the RTB reputation and business and force RTB to seek more expensive alternatives. Failure of these third-party systems could cause us to render credits or pay penalties or cause the Platform Partners to terminate their contractual arrangements with RTB.

RTB is subject to certain standard terms and conditions with Google Cloud and other technology providers, companies which have broad discretion to change their terms of service and other policies, and those changes may be unfavorable to RTB.

***Real or perceived errors, failures, or “bugs” in the Platform could adversely affect our operating results and growth prospects.***

Because the Platform is complex, undetected errors, failures, vulnerabilities, or bugs may occur despite prior testing, especially when updates are deployed. Real or perceived errors, failures, or bugs in the software could result in negative publicity, loss of or delay in market acceptance of the Platform, loss of competitive position, or claims by Platform Partners or users for losses sustained by them.

***Malware, viruses, hacking attacks, and improper or illegal use of the Platform could harm the RTB business and results of operations.***

Malware, viruses, and hacking attacks have become more prevalent in the industry in which RTB operates and have occurred on the RTB systems and may occur in the future. Any security breach caused by hacking, which involves efforts to gain unauthorized access to information or systems, or to cause intentional malfunctions or loss or corruption of data, software, hardware, or other computer equipment, and the inadvertent transmission of computer viruses could harm the RTB business, financial condition and operating results.

***If we are unable to protect our intellectual property rights, our business could suffer.***

The success of RTB significantly depends on its proprietary technology. RTB relies on a combination of copyright, trademark and trade secret laws, employee and third-party non-disclosure and invention assignment agreements and other methods to protect its proprietary technology. The RTB business, profitability and growth prospects could be adversely affected if RTB fails to receive adequate protection of its proprietary rights.

***RTB could be required to cease certain activities or incur substantial costs due to claims of infringement of another party’s intellectual property rights.***

Some competitors and other third parties may own technology patents, copyrights, trademarks, trade secrets and website content which they may use to assert claims against RTB. RTB cannot give assurance that it will not become subject to claims that it misappropriated or misused other parties’ intellectual property rights. Any claim or litigation alleging that RTB infringed or otherwise violated intellectual property or other rights of third parties, with or without merit, whether or not settled out of court or determined in favor of RTB, could be time-consuming and costly to address and resolve, and could divert the time and attention of the RTB management and technical personnel.

If RTB is required to make substantial payments, cease using the challenged intellectual property, obtain a license or redesign existing technology due to any intellectual property infringement claims against it, such payments or actions could have a material adverse effect upon its business and financial results.

***RTB is subject to many laws and regulations in the United States and abroad that are constantly evolving and involve matters central to its business.***

RTB is subject or will be subject in the future to myriad constantly evolving laws, statutes and regulations in the United States as well as in other countries where it may do business. These include, among others, privacy, data protection, and personal information, rights of publicity, content, intellectual property, advertising, marketing, distribution, data security, data retention and deletion, personal information, electronic contracts and other communications, competition, protection of minors, consumer protection, telecommunications, employee classification, product liability, taxation, economic or other trade prohibitions or sanctions (including tariffs), securities law compliance, and online payment services, and the related compliance costs. The failure of RTB to comply with these laws and regulations could adversely affect its business and cause significant penalties to be imposed on RTB.

In particular, the growth and development of Internet content, commerce and communities may prompt more stringent consumer protection, privacy, and data protection laws, both in the United States and abroad, as well as new laws governing their taxation. Compliance with any newly adopted laws may prove difficult and costly for RTB.

***RTB is subject to risks from changes to regulations, government funding, trade policies and tariffs imposed by governments that impact the advertising clients of RTB.***

Changes in regulations, government funding, trade policies and tariffs imposed by the U.S. and other governments could have an impact on advertisers and the advertising market. If advertisers’ operating costs increase due to the changes in policy, and they are unsuccessful in passing these increases along to consumers, then the advertisers will likely seek to reduce costs in other ways, including the amount of their advertising. Additionally, changes in regulations, government funding, trade policies and tariffs could also have the impact of preventing advertisers from deploying new goods and services and reducing the related advertising dollars. The recently announced tariffs by the U.S. government on product imports from certain countries may result in an outsize impact on certain industries that are key advertising categories for RTB, including automotive and consumer goods. The uncertainty regarding the ultimate impact of any changes in regulations, government funding, trade policies or tariffs could also impact advertisers as they continue to determine changes needed to their businesses. Such changes in trade policy or the imposition of tariffs could have a material adverse effect on customers’ advertising spend, which could have a material adverse effect on the RTB business, results of operations, and financial condition.

***The RTB services involve the storage and transmission of digital information; therefore, cybersecurity incidents, including those caused by unintentional errors and those intentionally caused by third parties, may expose RTB to a risk of loss, unauthorized disclosure or other misuse of this information, litigation liability, regulatory exposure, reputational harm and increased security costs.***

RTB and third party service providers experience attempted cyber-attacks of varying degrees on a regular basis, one of which infiltrated our systems and accessed a limited amount of our non-financial and encrypted data. RTB expects to incur significant, increasing costs in ongoing efforts to detect and prevent cybersecurity-related incidents. RTB cannot ensure that its efforts to prevent cyber security incidents will succeed. While RTB purchases liability coverage for certain of these types of matters, a significant cybersecurity incident could subject RTB to reputational harm, loss of revenue, financial liability and other damage that may exceed our insurance coverage and preclude RTB from obtaining adequate insurance levels in the future.

***Existing or future strategic alliances, long-term investments and acquisitions may have a material and adverse effect on the RTB business, reputation, and results of operations.***

RTB enters into strategic business relationships with third parties to further its business purpose from time to time. These alliances could subject RTB to risks, including risks associated with sharing proprietary information, non-performance by the third party and increased expenses in establishing new strategic alliances, any of which may materially and adversely affect the RTB business. RTB may have limited ability to monitor or control the actions of these third parties and, to the extent any of these strategic third parties suffer negative publicity or harm to their reputation from events relating to their business, RTB may also suffer negative publicity or harm to our reputation by virtue of our association.

Future acquisitions and the subsequent integration of new assets and businesses into RTB will require significant attention from management and could result in a diversion of resources from existing businesses, which in turn could have an adverse effect on the RTB business operations. Acquisitions may not achieve the goals sought and could be viewed negatively by users, business partners or investors, use substantial amounts of cash, cause potentially dilutive issuances of equity securities, require significant goodwill impairment charges or amortization expenses for other intangible assets and expose RTB to unknown liabilities of the acquired business. Moreover, the costs of identifying and consummating acquisitions may be significant. In addition to, in some cases, having to obtain shareholders’ approval, RTB may also have to obtain approvals and licenses from relevant authorities for the acquisitions, which could result in increased delay and costs.

***The RTB products may require availability of components or known technology from third parties and their nonavailability can impede growth.***

RTB licenses/buys certain technology integral to its products from third parties, including open-source and commercially available software. The inability to acquire and maintain any third-party product licenses or integrate the related third-party products into the RTB products in compliance with license arrangements, could result in delays in product development until equivalent products can be identified, licensed and integrated. RTB also expects to require new licenses in the future as the business grows and technology evolves. RTB cannot provide assurance that these licenses will continue to be available to RTB on commercially reasonable terms, if at all.

***As the general economic and market conditions present uncertainty as to the ability of RTB to secure additional capital, there can be no assurances that RTB will be able to secure additional financing on acceptable terms, or at all, as and when necessary to continue to conduct operations.***

The future liquidity and capital requirements of RTB will depend upon numerous factors, including the success of the Platform, product and service offerings, competing technological developments, and general economic and market conditions, which have presented substantial uncertainty in recent months. RTB may need to raise funds through public or private financings, strategic relationships, or other arrangements. There can be no assurance that funding will be available on terms acceptable to RTB, or at all. Furthermore, any equity financing will be dilutive to existing stockholders, and debt financing, if available, may involve restrictive covenants that may limit operating flexibility with respect to certain business matters. Strategic arrangements may require RTB to relinquish rights or grant licenses to some or substantial parts of its intellectual property. If funds are raised through the issuance of equity securities, the percentage ownership of the stockholders will be reduced, stockholders may experience additional dilution in net book value per share, and such equity securities may have rights, preferences, or privileges senior to those of the holders of the existing capital stock. If adequate funds are not available on acceptable terms, RTB may not be able to continue operating, develop or enhance products, take advantage of future opportunities or respond to competitive pressures, any of which could have a material adverse effect on our business, operating results, and financial condition.

### RTB has a history of losses.

In the year ended December 31, 2025, RTB had a net loss of approximately $8.0 million compared to approximately $1.3 million for the year ended December 31, 2024. The accumulated deficit of RTB as of December 31, 2025 was approximately $13.8 million compared to approximately $5.7 million as of December 31, 2024. RTB will continue to incur losses in the future unless RTB achieves sufficient revenue or adequately reduces costs to achieve and maintain profitability. There is no assurance that the RTB operations will generate sufficient cash flows to support the continued operations in the future without needing to seek additional capital funding or borrowings. RTB can provide no assurance that if RTB needs to seek additional outside capital that it will be available on favorable terms or at all. Any failure to achieve and maintain profitability could have a materially adverse effect on the ability of RTB to implement its business plan or its effect on its results and operations and financial condition.

***The RTB results of operations may fluctuate significantly and may not meet expectations of management or those of securities analysts and investors.***

RTB operates in an evolving industry, and as a result, its business has evolved over time such that its operating history makes it difficult to evaluate its business and future prospects. The results of operations have fluctuated in the past, and future results of operations are likely to fluctuate as well. RTB may not be able to sustain current growth rates, current revenue levels, or achieve profitability. In addition, because the business is evolving, the RTB historical results of operations may be of limited utility in assessing our future prospects. RTB expects to face challenges, risks, and difficulties frequently experienced by growing companies in rapidly developing industries, including those relating to:

- changes in demand and pricing for the RTB products, services and the Platform;
- developing, maintaining, and expanding relationships with Platform Partners and advertisers;
- innovating and developing new solutions that are adopted by and meet the needs of Platform Partners and advertisers;
- competing against companies with a larger user and customer base or greater financial or technical resources;
- changes in the pricing policies of Platform Partners, advertisers and competitors;
- changes in access to valuable user data;
- costs to develop and upgrade the Platform to incorporate new technologies;
- costs related to the acquisition of businesses, talent, technologies, or intellectual property, including potentially significant amortization costs and possible write-downs;
- seasonality in the business;
- the length and complexity of sales cycles;
- the timing of stock-based compensation expense;
- potential costs to attract, onboard, retain and motivate qualified personnel;
- responding to evolving industry standards and government regulations that impact the RTB business, particularly in the areas of data protection and consumer privacy;
- changes in demand as a result of changes in the macroeconomic environment, as a result of inflation, changes in interest rates or foreign exchange rates, or otherwise; and
- further expanding our business in other markets.

Any one or more of the factors above may result in significant fluctuations in the results of operations. Investors should not rely on past results as an indicator of future performance.

Because many of the expenses are based upon forecast demand and may be difficult to reduce in the short term, volatility in quarterly revenue could cause significant variations in quarterly results of operations. RTB may not forecast our revenue or expenses accurately, which may cause results of operations to diverge from estimates or the expectations of securities analysts, and investors. If RTB fails to meet or exceed such expectations for these or any other reasons, the trading price of the common stock could fall, and RTB could face costly litigation, including securities class action lawsuits.

### Any future litigation against RTB could be costly and time-consuming to defend.

RTB has in the past and may in the future become subject to legal proceedings and claims or regulatory inquiries or proceedings that arise in the ordinary course of business, such as claims brought by customers and partners in connection with commercial disputes, employment claims made by the current or former employees, claims for reimbursement following misappropriation of customer data or claims based on violations of intellectual property rights.

For example, RTB could face claims relating to information published or made available on the Platform. In particular, the nature of the business exposes RTB to claims related to defamation, intellectual property rights and rights of publicity and privacy. RTB might not be able to monitor or edit a significant portion of the content that appears on the Platform. This risk is enhanced in certain jurisdictions outside the United States where the protection from liability for third party actions may be unclear and where RTB may be less protected under local laws than RTB is in the United States. RTB could also face fines or orders restricting or blocking its services in particular geographies as a result of content hosted on the RTB services. If any of these events occur, the RTB business could be seriously harmed.

The RTB employees are highly experienced, having worked in the media and digital industry for many years and prior employers may try to assert that the employees are breaching restrictive covenants and other limitations imposed by past employment arrangements. RTB believes that all of its employees are free to work for RTB in their various capacities and have not breached past employment arrangements. Notwithstanding the care in the RTB employment practices, a prior employer may assert a claim against RTB. Such claims can be costly to contest, disruptive to the work environment, and may be detrimental to the operations and financial results.

Moreover, insurance may not cover any claims that rise in the ordinary course of business, may not provide sufficient payments to cover all the costs to resolve one or more the claims, and may not continue to be available on terms acceptable to RTB. A claim brought against RTB that is uninsured or underinsured could result in unanticipated costs, thereby reducing the results of operations and leading analysts or potential investors to reduce their expectations of the performance of RTB. Litigation may result in substantial costs and may divert management’s attention and resources, which could adversely affect the RTB business, financial condition, results of operations, and prospects.

***The ability of RTB to utilize our net operating loss carryforwards may be limited.***

As of December 31, 2025, RTB had federal net operating loss carryforwards, or NOLs, resulting from prior period losses. Certain of those NOLs, that were incurred in the taxable years ending prior to 2021, could expire before RTB generates sufficient taxable income to make use of the NOLs. Subject to certain limitations, NOLs can be used to offset taxable income for U.S. federal income tax purposes. However, Section 382 of the Internal Revenue Code of 1986, as amended, may limit certain NOLs that RTB may use in any future year for U.S. federal income tax purposes in the event of certain changes in ownership of RTB and the combined company. If an “ownership change” occurs, Section 382 would impose an annual limit on certain pre-ownership NOLs and other tax attributes RTB can use to reduce its taxable income, potentially increasing and accelerating the liability for income taxes, and also potentially causing those tax attributes to expire unused. In addition, RTB’s ability to use its net operating losses is dependent on the ability to generate taxable income, and certain net operating losses could expire before RTB generates sufficient taxable income to make use of the net operating losses.

***The RTB business is subject to the risk of catastrophic events such as pandemics, earthquakes, flooding, fire, and power outages, and to interruption by man-made acts, such as war and terrorism.***

Our business is vulnerable to damage or interruption from pandemics, earthquakes, flooding, fire, power outages, telecommunications failures, terrorist attacks, acts of war, human errors, break-ins, and similar events. A significant natural disaster could have a material adverse effect on the business, results of operations, and financial condition, and insurance coverage may be insufficient to compensate RTB for losses that may occur. Furthermore, acts of terrorism, which may be targeted at metropolitan areas that have higher population density than rural areas, could cause disruptions in the RTB or our Platform Partners’ businesses or the U.S. economy as a whole. The technology infrastructure may also be vulnerable to computer viruses, break-ins, denial-of-service attacks, and similar disruptions from unauthorized tampering with computer systems, which could lead to interruptions, delays and loss of critical data. RTB may not have sufficient protection or recovery plans in some circumstances. As RTB relies heavily on its computer and communications systems and the Internet to conduct business and provide high quality user and customer service, these disruptions could negatively impact the ability of RTB to run our business and either directly or indirectly disrupt our Platform Partners’ businesses, which could adversely affect our business, results of operations, and financial condition.

***Business interruptions or systems failures may impair the availability of our websites, applications, products or services, or otherwise harm our business.***

Our systems and operations and those of our service providers and partners have experienced from time to time, and may experience in the future, business interruptions or degradation of service because of distributed denial of-service and other cyberattacks, insider threats, hardware and software defects or malfunctions, human error, earthquakes, hurricanes, floods, fires, and other natural disasters, public health crises (including pandemics), power losses, disruptions in telecommunications services, fraud, military or political conflicts, terrorist attacks, computer viruses or other malware, or other events. The frequency and intensity of weather events related to climate change are increasing, which could increase the likelihood and severity of such disasters as well as related damage and business interruption. A catastrophic event that could lead to a disruption or failure of our systems or operations could result in significant losses and require substantial recovery time and significant expenditures to resume or maintain operations. Further, some of our systems are not fully redundant and any failure of these systems, including due to a catastrophic event, may lead to operational outages or delays. While we try to mitigate risks from outages or delays, any planning and testing may not be effective or sufficient for all possible outcomes or events. Any of the foregoing risks could have a material adverse impact on our business, financial condition, and results of operations.

While we continue to undertake system upgrades efforts designed to improve the availability, reliability, resiliency, and speed of our platforms, these efforts are costly and time-consuming, involve significant technical complexity and risk, may divert our resources from new features and products and services, and may ultimately not be effective. A prolonged interruption of, or reduction in, the availability, speed, or functionality of our products and services could materially harm our business and financial condition. Frequent or persistent interruptions in our services could permanently harm our relationship with our customers and partners and our reputation. If any system failure or similar event results in damage to our customers or their business partners, they could seek significant compensation or contractual penalties from us for their losses. These claims, even if unsuccessful, would likely be time-consuming and costly for us to address.

In addition, any failure to successfully implement new information systems and technologies or improvements or upgrades to existing information systems and technologies in a timely manner could lead to regulatory scrutiny, significant fines and penalties, and mandatory and costly changes to our business, adversely impact our business, internal controls, results of operations, and financial condition, and ultimately could cause us to lose existing licenses that we need to operate or prevent or delay us from obtaining additional licenses that may be required for our business.

***Software and hardware defects, failures, undetected errors and development delays could affect our ability to deliver our services, damage customer relations, expose us to liability and have an adverse effect on our business, financial condition and results of operations.***

Our products and services are based on software and computing systems that may encounter development delays and operational issues and the underlying software may contain undetected errors, viruses, defects or vulnerabilities. The hardware infrastructure on which our systems run may have a faulty component or fail. Defects in our software services, underlying hardware or errors or delays in our processing of digital transactions could result in additional development costs, diversion of technical and other resources from our other development efforts and operations and could result in loss of credibility with current or potential customers, harm to our reputation and exposure to liability claims. In instances in which we rely on third party software, our services are occasionally affected by defects, viruses, vulnerabilities, security incidents or other failures that take place at the vendor level. Depending on the circumstances, a vendor failure could cause delays, disruption or data loss or damage, and therefore cause harm to our credibility, reputation or financial condition. In addition, our insurance may not be adequate to compensate us for all losses or failures that may occur.

***Privacy regulation is an evolving area and compliance with applicable privacy regulations may increase our operating costs or adversely impact our ability to service our clients and market our products and services.***

Because we store, process and use data, some of which contains personal information, we are subject to complex and evolving federal, state, and foreign laws and regulations regarding privacy, data protection, and other matters. While we believe we are currently in compliance with applicable laws and regulations, many of these laws and regulations are subject to change and uncertain interpretation, and could result in investigations, claims, changes to our business practices, increased cost of operations, and declines in user growth, retention, or engagement, any of which could seriously harm our business.

***Data privacy and security concerns relating to our technology and our practices could cause us to incur significant liability and deter current and potential users from using our products and services. Software bugs or defects, security breaches, and attacks on our systems could result in the improper disclosure and use of user data and interference with our users’ ability to use our products and services, harming our business operations.***

Concerns about our practices with regard to the collection, use, disclosure, or security of personal information or other data-privacy-related matters, even if unfounded, could harm our financial condition, and operating results. Our policies and practices may change over time as expectations regarding privacy and data change. Our products and services involve the storage and transmission of proprietary information, and bugs, theft, misuse, defects, vulnerabilities in our products and services, and security breaches expose us to a risk of loss of this information, improper use and disclosure of such information, litigation, and other potential liability. Systems and control failures, security breaches and/or inadvertent disclosure of user data could result in government and legal exposure, seriously harm our business, and impair our ability to attract and retain customers.

We may experience cyber-attacks and other attempts to gain unauthorized access to our systems. We may experience future security issues, whether due to employee error or malfeasance or system errors or vulnerabilities in our or other parties’ systems, which could result in significant legal and financial exposure. We may be unable to anticipate or detect attacks or vulnerabilities or implement adequate preventative measures. Attacks and security issues could also compromise trade secrets and other sensitive information, harming our business. As a result, we may suffer significant legal or financial exposure, which could harm our business, financial condition, and operating results.

***The market price of our common stock is expected to be volatile and may drop following the merger.***

The market price of our common stock is likely to be volatile, subject to wide fluctuations in response to a variety of factors including the following:

- significant lawsuits, including patent or stockholder litigation;
- inability to obtain additional funding if and when needed;
- failure to successfully develop and implement our products, services and business plans;
- changes in laws or regulations applicable to the businesses;
- introduction of new products, services or technologies by our competitors;
- failure to meet or exceed any development or financial projections and/or business estimates provided to the public and to the investment community;
- announcements of significant acquisitions, strategic partnerships, joint ventures or capital commitments;

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- disputes or other developments relating to proprietary rights, including patents and copyrights, litigation matters, and RTB’s ability to obtain patent, trademark and copyright protection for licensed and owned technologies, processes and other intellectual property;
- additions or departures of key management personnel;
- changes in the market valuations of similar companies;
- general economic and market conditions and overall fluctuations in the U.S. equity market;
- sales of common stock or other securities by RTB or its stockholders in the future that have an adverse impact on the market for the publicly traded securities; and
- trading volume our common stock.

In addition, the stock market, in general, and smaller technology companies, in particular, have experienced price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of these companies. Broad market and industry factors may negatively affect the market price our common stock, regardless of our actual operating performance. Further, a decline in the financial markets and related factors beyond our control may cause the stock price our common stock to decline rapidly and unexpectedly.

***RTB will need to raise additional capital by issuing securities or debt or through licensing or similar arrangements, which may cause significant dilution to the outstanding shares, restrict our operations, or require RTB to relinquish proprietary rights. Future issuances of the common stock pursuant to outstanding options and warrants also will result in additional dilution.***

RTB will need to raise additional capital to fund its operations beyond 2026. Additional financing may not be available when needed or may not be available on favorable terms. To the extent that RTB raises additional capital by issuing equity securities, the terms of such an issuance may cause significant dilution to stockholders’ ownership, and the terms of any new equity securities may have preferences over the outstanding common stock. Any debt financing entered into may involve covenants that restrict our operations and future financing opportunities. These restrictive covenants may include limitations on additional borrowing and specific restrictions on the use of our assets, as well as prohibitions on its ability to create liens, pay dividends, redeem its stock or make investments. In addition, if we additional funds through licensing or similar arrangements, it may be necessary to relinquish potentially valuable rights to current product candidates and potential products or proprietary technologies, or grant licenses on terms that are not favorable to RTB.

In addition, the exercise or conversion of some or all of outstanding options or warrants could result in additional dilution in the percentage ownership interest of each of our stockholders.

***RTB’s internal control over financial reporting may not meet the standards required by Section 404 of the Sarbanes-Oxley Act, and failure to achieve and maintain effective internal control over financial reporting in accordance with Section 404 of the Sarbanes-Oxley Act, could have a material adverse effect on our business and share price.***

We cannot provide assurance that there will not be material weaknesses or significant deficiencies in our internal control over financial reporting in the future. Any failure to maintain internal control over financial reporting could severely inhibit our ability to accurately report its financial condition, results of operations or cash flows. If RTB is unable to conclude that its internal control over financial reporting is effective, or if its independent registered public accounting firm determines it has a material weakness or significant deficiency in internal controls over financial reporting, investors may lose confidence in the accuracy and completeness of our financial reports, the market price of our common stock could decline, and we could be subject to sanctions or investigations by Nasdaq, the SEC or other regulatory authorities. Failure to remedy any material weakness in the internal control over financial reporting, or to implement or maintain other effective control systems required of public companies, could also restrict our future access to the capital markets.

***Because RTB is a “smaller reporting company,” it will not be required to comply with certain disclosure requirements that are applicable to other public companies; however, it cannot be certain if the reduced disclosure requirements applicable to smaller reporting companies will make the common stock of RTB less attractive to investors.***

RTB is a “smaller reporting company,” as defined in Item 10(f)(1) of Regulation S-K. As a smaller reporting company, RTB is eligible for exemptions from various reporting requirements applicable to other public companies that are not smaller reporting companies. RTB will continue to be a smaller reporting company if either (i) the market value of our stock held by non-affiliates is less than $250 million as of the prior June 30, or (ii) our annual revenue is less than $100 million during the most recently completed fiscal year and the market value of our stock held by non-affiliates is less than $700 million as of the prior June 30. It cannot be predicted if investors will find our common stock less attractive because we may rely on these exemptions.

***Our executive officers, directors, and principal stockholders currently control, or could significantly influence all matters submitted to stockholders for approval.***

Our executive officers, directors and greater than 5% stockholders, in the aggregate, own a significant amount of our outstanding common stock (assuming no exercise of outstanding options and warrants). As a result, there is a concentration of ownership in a limited number of our persons, who if they act together because of aligned interests, even if not a formal “group,” will have the ability to control or significantly influence all matters submitted to the board of directors or stockholders for approval, including the appointment of management, the election and removal of directors and approval of any significant transactions, and business affairs. This concentration of ownership may have the effect of delaying, deferring, or preventing a change in control, impeding a merger, consolidation, takeover or other business combination involving RTB, or discouraging a potential acquiror from making a tender offer or otherwise attempting to obtain control of RTB’s business, even if such a transaction would benefit other stockholders.

***RTB may become involved in securities class action litigation that could divert management’s attention and harm the company’s business and insurance coverage may not be sufficient to cover all costs and damages.***

In the past, securities class action or stockholder derivative litigation often follows certain significant business transactions, such as the sale of a business division or announcement or completion of a merger. RTB may become involved in this type of litigation in the future. Litigation is often expensive and diverts management’s attention and resources, which could adversely affect our business.

***Claims for indemnification by our directors and officers may reduce our available funds to satisfy successful third-party claims against us and may reduce the amount of money available to us.***

Our articles of incorporation, bylaws and Nevada law provide that we will indemnify our directors, officers and employees, in each case, to the fullest extent permitted by law. We may also advance expenses as part of the indemnification provisions. To the extent there are claims against our directors, officers and others our time and financial resources may be used in their defense, which may reduce the resources we have to devote to our business development.

Filed Sep 16, 2026.
Source: SEC EDGAR, the filing index for accession 0001185185-26-004069. Last ingested by Listed: Oct 24, 2026, 15:09 ET. No prices; not investment advice.