RTB Digital agreed to sell 456,306 common shares in a private Placement for gross proceeds of $5,078,720 at $11.13 per share. Investors receive registration rights, but the stock remains unregistered and subject to transfer limits, while the subscription terms warn of potential dilution and limited resale liquidity.

Key Highlights

  • RTB Digital agreed to sell 456,306 common shares for gross proceeds of $5,078,720 at $11.13 per share.
  • Registration rights include a piggyback provision and a one-time Demand right, subject to 50% of the shares being registered.
  • Officers conducted the offering without using a broker-dealer or another offering participant.

RTB Digital, Inc. (NASDAQ: RTB) agreed to sell 456,306 common shares for gross proceeds of $5,078,720 in an August private placement. The stated purchase price is $11.13 per share, with the transaction involving investors affiliated with certain founders and principal stockholders.

Registration Rights and Transaction Terms

The agreements were signed on September 4, 2026, with the buyers described as accredited investors. RTB Digital’s officers conducted the offering without engaging a broker-dealer or another offering participant. The company also agreed to provide registration rights through a piggyback provision and a one-time demand mechanism, provided 50% of the shares are registered. RTB Digital will cover the registration costs and indemnify investors in connection with registration.

Unregistered Shares Carry Transfer Limits

The subscription terms state that resale or transfer in U.S. public markets requires an effective registration statement or an available exemption, with legends and stop-transfer instructions applying to the shares. The terms also state that investors have no preemptive rights and that their holdings could face significant dilution.