{"filing":{"accession_number":"0001185185-26-002057","cik":"0001419275","ticker":"RVYL","company_name":"RTB Digital, Inc.","form":"8-K","filing_date":"2026-05-21","report_date":null,"primary_document":"rtb8k052126.htm","primary_document_url":"https://www.sec.gov/Archives/edgar/data/1419275/000118518526002057/rtb8k052126.htm"},"events":[{"id":9366,"run_id":8216,"accession_number":"0001185185-26-002057","anchor_item_number":"2.01","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.95,"summary":"RTB Digital completed a merger transaction, resulting in a change of control of the registrant. The merger involved the reconstitution of the Board with multiple director resignations and appointments, and the Board was resized to seven members.","company_name":"RTB Digital, Inc.","ticker":"RVYL","filing_date":"2026-05-21","form":"8-K","submitted_at":null,"items":[{"id":977,"accession_number":"0001185185-26-002057","item_number":"2.01","item_title":"Completion of Acquisition or Disposition of Assets.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.95,"reasoning":"Item 2.01 explicitly discloses completion of an acquisition or disposition of assets. The filing references incorporation of information from an \"Introductory Note\" and a proxy statement/prospectus filed January 30, 2026 describing a merger involving RTB, indicating a material M\u0026A transaction has been completed. The disclosure of director conflicts of interest further confirms a significant acquisition event.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-05-22T02:35:25.905318+00:00","company_name":"","ticker":null,"filing_date":""},{"id":979,"accession_number":"0001185185-26-002057","item_number":"5.01","item_title":"Changes in Control of Registrant.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.95,"reasoning":"Item 5.01 discloses a change in control of RTB Digital through a Merger Agreement. The filing describes the reconstitution of the Board post-Merger, with multiple director resignations and appointments, and a change in Board size to seven members. This is a material acquisition/change of control event, as evidenced by the Merger Agreement terms governing director transitions and the complete restructuring of the Board composition.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-05-22T02:35:25.905318+00:00","company_name":"","ticker":null,"filing_date":""}]},{"id":9367,"run_id":8216,"accession_number":"0001185185-26-002057","anchor_item_number":"5.02","event_type":"exec_appointment","event_domain":"governance","is_material":true,"confidence":0.85,"summary":"Following the merger closing on May 21, 2026, RTB Digital appointed four new executive officers: James Heckman as CEO, Aly Madhavji as CFO, George Oliva as Chief Accounting Officer, and William Sornsin as COO.","company_name":"RTB Digital, Inc.","ticker":"RVYL","filing_date":"2026-05-21","form":"8-K","submitted_at":null,"items":[{"id":980,"accession_number":"0001185185-26-002057","item_number":"5.02","item_title":"Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.","event_type":"exec_appointment","event_domain":"governance","is_material":true,"confidence":0.85,"reasoning":"The disclosure centers on the appointment of four executive officers (James Heckman as CEO, Aly Madhavji as CFO, George Oliva as Chief Accounting Officer, and William Sornsin as COO) effective May 21, 2026, following a merger closing. While the section also mentions director resignations, the principal action disclosed is the appointment of a new executive leadership team, which is material to investors assessing post-merger management and governance.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-05-22T02:35:25.905318+00:00","company_name":"","ticker":null,"filing_date":""}]},{"id":9368,"run_id":8216,"accession_number":"0001185185-26-002057","anchor_item_number":"3.02","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.92,"summary":"RTB Digital issued approximately 13.1 million unregistered shares pursuant to Section 4 exemptions, comprising 7.7 million shares from convertible debt conversion, 2.1 million shares from warrant exercise, and 3.4 million shares from option exercise, materially diluting existing shareholders.","company_name":"RTB Digital, Inc.","ticker":"RVYL","filing_date":"2026-05-21","form":"8-K","submitted_at":null,"items":[{"id":978,"accession_number":"0001185185-26-002057","item_number":"3.02","item_title":"Unregistered","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.92,"reasoning":"RTB Digital is disclosing unregistered issuances of equity securities totaling approximately 13.1 million shares (7.7M from convertible debt conversion, 2.1M from warrant exercise, and 3.4M from option exercise) pursuant to Section 4 exemptions from registration. This is a classic dilutive issuance disclosure under Item 3.02, involving multiple tranches of unregistered equity being issued to accredited and sophisticated investors without registration rights, which materially dilutes existing shareholders.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-05-22T02:35:25.905318+00:00","company_name":"","ticker":null,"filing_date":""}]},{"id":9369,"run_id":8216,"accession_number":"0001185185-26-002057","anchor_item_number":"5.03","event_type":"other_material","event_domain":"catchall","is_material":false,"confidence":0.75,"summary":"RTB Digital amended its articles of incorporation or bylaws; however, the specific substantive nature of the amendment is not detailed in the available disclosure.","company_name":"RTB Digital, Inc.","ticker":"RVYL","filing_date":"2026-05-21","form":"8-K","submitted_at":null,"items":[{"id":981,"accession_number":"0001185185-26-002057","item_number":"5.03","item_title":"Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.","event_type":"other_material","event_domain":"catchall","is_material":false,"confidence":0.75,"reasoning":"The filing discloses an amendment to articles of incorporation or bylaws under Item 5.03, but provides no substantive detail—only a cross-reference to an \"Introductory Note\" that is not included in the section provided. Without knowing the specific nature of the amendment (e.g., whether it involves voting rights, board composition, or fiscal year change), it cannot be classified into a more specific event type. Routine bylaw amendments are typically not material to investors unless they involve significant governance changes.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-05-22T02:35:25.905318+00:00","company_name":"","ticker":null,"filing_date":""}]}],"classifications":[{"id":977,"accession_number":"0001185185-26-002057","item_number":"2.01","item_title":"Completion of Acquisition or Disposition of Assets.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.95,"reasoning":"Item 2.01 explicitly discloses completion of an acquisition or disposition of assets. The filing references incorporation of information from an \"Introductory Note\" and a proxy statement/prospectus filed January 30, 2026 describing a merger involving RTB, indicating a material M\u0026A transaction has been completed. The disclosure of director conflicts of interest further confirms a significant acquisition event.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-05-22T02:35:25.905318+00:00","company_name":"RTB Digital, Inc.","ticker":"RVYL","filing_date":"2026-05-21"},{"id":978,"accession_number":"0001185185-26-002057","item_number":"3.02","item_title":"Unregistered","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.92,"reasoning":"RTB Digital is disclosing unregistered issuances of equity securities totaling approximately 13.1 million shares (7.7M from convertible debt conversion, 2.1M from warrant exercise, and 3.4M from option exercise) pursuant to Section 4 exemptions from registration. This is a classic dilutive issuance disclosure under Item 3.02, involving multiple tranches of unregistered equity being issued to accredited and sophisticated investors without registration rights, which materially dilutes existing shareholders.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-05-22T02:35:25.905318+00:00","company_name":"RTB Digital, Inc.","ticker":"RVYL","filing_date":"2026-05-21"},{"id":979,"accession_number":"0001185185-26-002057","item_number":"5.01","item_title":"Changes in Control of Registrant.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.95,"reasoning":"Item 5.01 discloses a change in control of RTB Digital through a Merger Agreement. The filing describes the reconstitution of the Board post-Merger, with multiple director resignations and appointments, and a change in Board size to seven members. This is a material acquisition/change of control event, as evidenced by the Merger Agreement terms governing director transitions and the complete restructuring of the Board composition.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-05-22T02:35:25.905318+00:00","company_name":"RTB Digital, Inc.","ticker":"RVYL","filing_date":"2026-05-21"},{"id":980,"accession_number":"0001185185-26-002057","item_number":"5.02","item_title":"Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.","event_type":"exec_appointment","event_domain":"governance","is_material":true,"confidence":0.85,"reasoning":"The disclosure centers on the appointment of four executive officers (James Heckman as CEO, Aly Madhavji as CFO, George Oliva as Chief Accounting Officer, and William Sornsin as COO) effective May 21, 2026, following a merger closing. While the section also mentions director resignations, the principal action disclosed is the appointment of a new executive leadership team, which is material to investors assessing post-merger management and governance.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-05-22T02:35:25.905318+00:00","company_name":"RTB Digital, Inc.","ticker":"RVYL","filing_date":"2026-05-21"},{"id":981,"accession_number":"0001185185-26-002057","item_number":"5.03","item_title":"Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.","event_type":"other_material","event_domain":"catchall","is_material":false,"confidence":0.75,"reasoning":"The filing discloses an amendment to articles of incorporation or bylaws under Item 5.03, but provides no substantive detail—only a cross-reference to an \"Introductory Note\" that is not included in the section provided. Without knowing the specific nature of the amendment (e.g., whether it involves voting rights, board composition, or fiscal year change), it cannot be classified into a more specific event type. Routine bylaw amendments are typically not material to investors unless they involve significant governance changes.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-05-22T02:35:25.905318+00:00","company_name":"RTB Digital, Inc.","ticker":"RVYL","filing_date":"2026-05-21"}]}