RTB Digital, Inc. has entered into a definitive loan agreement and completed a private placement of common stock, according to a Current Report on Form 8-K filed on September 16, 2026.
On September 16 and 22, 2026, the company entered into a loan agreement with certain borrowers. Under this agreement, RTB Digital agreed to lend the borrowers an aggregate principal amount of $5,500,000. The loan agreement specifies that the debt will bear interest at a rate of 20% per annum. The loan is secured by equity owned by the borrowers.
In conjunction with the loan agreement, the company executed Securities Purchase Agreements on the same dates. These agreements provided for the sale of 494,159 shares of common stock to investors. The shares were sold at a price of $11.13 per share, generating gross proceeds of $5,500,000.
The investors in the private placement include certain persons and entities affiliated with the company's founders and principal stockholders. The shares were issued as restricted stock pursuant to Regulation 506(b). To facilitate future trading, the company entered into a registration rights agreement. This agreement grants investors the right to have the shares registered on a "piggy back" basis and a one-time "demand" basis, exercisable 180 days after issuance, provided that 50% of the shares are being registered. Registration rights will terminate when the shares are sold, covered by an effective registration statement for 16 months, or become eligible for sale under Rule 144.
Additionally, the company has agreed to lock-up the shares, releasing them from transfer restrictions in four equal tranches. The first tranche of 25% will be released on May 12, 2027, followed by subsequent tranches on August 12, 2027, November 12, 2027, and February 14, 2028.
