On September 14, 2026, Paradium.AI, Inc. entered into a ten-year Strategic Platform Agreement with RTB Digital, Inc. The agreement is intended to commence upon the satisfaction of closing conditions, including the completion of due diligence and RTB’s successful capital raise, with an anticipated closing in the fourth quarter of 2026.
Under the terms of the agreement, Paradium’s brands and associated revenue and traffic will migrate to RTB’s AI-powered digital media platform. RTB will handle non-content functions for Paradium, which the company expects will eliminate related operating overhead and staffing costs. In exchange, Paradium will receive revenue sharing from partner content based on defined percentages. Third-party expenses will be borne by the party sourcing them and deducted from the revenue pool. Paradium will also license current technology assets to RTB, with the right to modify, adapt, or enhance these assets; any such modifications will be exclusively owned by the party creating them. Both parties will retain perpetual, irrevocable, royalty-free licenses to use and commercialize the original Paradium Technology.
As consideration for the license and technology transfer, RTB will issue Paradium unregistered common stock valued at $11.5 million based on specific closing price conditions, including Nasdaq minimum pricing requirements. Paradium has agreed to restrictions on the sale of these shares.
Separately, RTB entered into an agreement with Simplify Inventions, LLC and MBX Capital Aren, LLC to acquire approximately 49.5% of Paradium’s issued and outstanding common stock. The total purchase price is $89,555,638, consisting of $10 million in RTB’s existing deposit, $6 million in RTB common stock priced at the 10-day VWAP, and $73,555,638 in cash at closing, representing a purchase price of $3.80 per share. Simplify will retain approximately 23% of Paradium’s outstanding common stock. Completion of this share purchase is a condition precedent to the consummation of the Platform Agreement. Both transactions are subject to RTB raising the necessary capital to pay the purchase price for the Simplify shares.
