Open report — full analysis, no account required.
Sign up to generate reports and read filings that aren't on the open list.
Get notified when RTB files again. Create a free account and we'll email you the moment its next filing is analyzed.
Get filing alertsRed Flags Detected
- Departure of CEO (new) — Board members resigned in connection with merger, though filing states resignations were not due to disagreements with company operations.
RTB Digital completes merger, installs new CEO and CFO, faces 13M share dilution
Filed May 21, 2026 · Period ending May 15, 2026 · ~1 min read
Key Changes
-
high
Merger closed May 15, triggering change of control. Board reconstituted with 7 members; James Heckman appointed CEO, Alykhan Madhavji CFO. Three prior directors resigned without disagreement.
Item 5.01, 5.02 verify on EDGAR → -
high
Company committed to issue up to 13.1M shares: 7.7M for convertible debt conversion, 2.1M for warrant exercises, 3.4M for stock options. Debt holders subject to 12-month lock-up; no registration rights.
Item 3.02 verify on EDGAR → -
medium
Certain directors had pre-existing conflicts of interest with RTB involving the merger, detailed in January 30, 2026 proxy statement page 68.
Item 2.01 verify on EDGAR → -
medium
Audit committee formed with three independent members including two financial experts (Michael Alexander, Steven Fletcher) to meet Nasdaq listing requirements.
Item 5.02 verify on EDGAR →
Summary
RTB Digital closed a transformative merger on May 15, 2026, installing an entirely new C-suite and reconstituting its board. The transaction brings significant dilution risk: the company has committed to issuing at least 13.1 million shares through assumed convertible debt, warrants, and stock options—potentially material for existing shareholders depending on the pre-merger share count.
Convertible debt holders agreed to a 12-month lock-up, which may limit near-term selling pressure, but shares have no registration rights. The new leadership team includes CEO James Heckman and CFO Alykhan Madhavji, both now serving as directors. The filing discloses that certain directors had pre-existing conflicts of interest related to the merger, though details are buried in a January proxy statement.
The company established proper governance controls post-merger, including an audit committee with two financial experts to maintain Nasdaq compliance. Retail holders should watch for: (1) disclosure of the actual pre-merger share count to calculate true dilution percentage, (2) the company's first earnings report under new management, and (3) any subsequent filings detailing the director conflicts and merger terms referenced but not fully disclosed here.
Section-by-Section Diff
Event · Item 2.01 — Completion of Acquisition or Disposition of Assets
Item 2.01 — Completion of Acquisition or Disposition of Assets filed; see Key Changes for terms.
Added in current filing · verify on EDGAR →
To the extent required by Item 2.01 of Form 8-K, the information contained in (or incorporated by reference into) the disclosure set forth in the “Introductory Note” above is hereby incorporated by reference into this Item 2.01.
The company disclosed completion of an acquisition or disposition of assets under Item 2.01, with details incorporated by reference from an introductory note not provided in this excerpt. The specific transaction details are not visible in the provided text.
Event · Item 5.01 — Changes in Control of Registrant
Item 5.01 — Changes in Control of Registrant filed; see Key Changes for terms.
Added in current filing · verify on EDGAR →
To the extent required by Item 5.01 of Form 8-K, the information contained in (or incorporated by reference into) the disclosure set forth in the “Introductory Note” above is hereby incorporated by reference into this Item 5.01.
The company disclosed a change in control of the registrant under Item 5.01, indicating a merger transaction has closed. The specific terms and parties are referenced in an Introductory Note not included in this excerpt, but the filing confirms the merger completed and triggered control change reporting requirements.
Added in current filing · verify on EDGAR →
In accordance with the terms of the Merger Agreement, each of the directors of the Company who would not be continuing as a director after the completion of the Merger resigned from the Board of Directors of the Company (the “Board”) and any respective committees of the Board to which they belonged as of the closing of the Merger. In connection with the Merger, the size of the Board post-Merger was changed to seven members
Multiple pre-merger directors resigned at closing, and the board was resized to seven members. This represents a significant governance change accompanying the merger, with only two directors (Brett Moyer and Steven Fletcher) continuing from the prior board.
Added in current filing · verify on EDGAR →
James Heckman, Chief Executive Officer and Director; ● Alykhan (Aly) Madhavji, Chief Financial Officer and Director
James Heckman was appointed as Chief Executive Officer and Director, while Alykhan (Aly) Madhavji was appointed as Chief Financial Officer and Director. These executive leadership changes are part of the post-merger management structure and represent new C-suite leadership for the combined company.
Added in current filing · verify on EDGAR →
Walton Comer, Director and Chairman of the Board
Walton Comer was appointed as Director and Chairman of the Board as part of the post-merger board reconstitution. The chairman role is a key governance position that will lead board oversight of the combined company.
Added in current filing · verify on EDGAR →
Mr. Fletcher was appointed to the Board of the pre-merger company in March 2026, as an independent director and a member of the audit committee to satisfy the listing requirements of the Nasdaq Stock Market applicable to the Capital Market.
Steven Fletcher was appointed in March 2026 as an independent director and audit committee member specifically to meet Nasdaq Capital Market listing requirements. This disclosure confirms the company's efforts to maintain exchange compliance through the merger transition.
Event · Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation
RTB Digital completed a merger, resulting in board resignations, new C-suite appointments, and committee restructuring effective May 15-21, 2026.
Added in current filing · verify on EDGAR →
Pursuant to the Merger Agreement, effective May 15, 2026, Messrs. Gene Jones and Tod Browndorf, resigned from the Board and any respective committees of the Board to which they belonged, which resignations were not the result of any disagreements with the Company relating to the Company’s operations, policies or practices. Additionally, effective May 15, 2026, Mr. George Oliva resigned from the Board and any committees of the Board to which he belonged, which resignation was not the result of any disagreements with the Company relating to the Company’s operations, policies or practices; however Mr. Oliva continued as an officer of the Company as Chief Accounting Officer.
Three board members resigned effective May 15, 2026 in connection with a merger agreement. The company explicitly states these resignations were not due to any disagreements about operations, policies, or practices. George Oliva remained with the company as Chief Accounting Officer despite leaving the board.
Added in current filing · verify on EDGAR →
As of May 21, 2026, the Board appointed James Heckman as the Chief Executive Officer, Aly Madhavji as the Chief Financial Officer, George Oliva as the Chief Accounting Officer, and William Sornsin as the Chief Operating Officer. Mr. Zechariah (Zack) Kirscher continues as the Vice President Legal.
The company appointed a new C-suite team effective May 21, 2026, including new CEO, CFO, CAO, and COO. This represents a complete leadership transition following the merger. The Vice President Legal position remained unchanged.
Added in current filing · verify on EDGAR →
Audit Committee: Steven Fletcher (Chairman), Michael Alexander, and Brett Moyer, each of whom is currently believed to be “independent” as defined under section 5605(a) (2) of the Nasdaq Listing Rules. In addition, the board of directors has determined that each of Michael Alexander and Steven Fletcher is an “audit committee financial expert” as defined in Item 407(d) (5) (ii) of Regulation S-K promulgated under the Securities Act.
The board established new committee structures on May 21, 2026, including an Audit Committee with three independent members, two of whom qualify as audit committee financial experts under SEC regulations. This indicates the company is establishing proper governance controls post-merger.
Show 1 minor / wording change
Added in current filing · verify on EDGAR →
Mr. George Oliva is employed under an employment agreement effective as of the consummation of the Merger. A description of the employment agreement is included in the Prospectus in the section “George Oliva Employment Agreement,” beginning on page 103 thereof, and is incorporated herein by reference.
The Chief Accounting Officer entered into a formal employment agreement upon merger completion. The specific terms are referenced in a previously filed prospectus rather than disclosed in this 8-K.
Event · Item 5.03 — Amendments to Articles of Incorporation or Bylaws
8-K discloses amendments to articles of incorporation or bylaws, with details referenced in an introductory note not provided in this excerpt.
Added in current filing · verify on EDGAR →
To the extent required by Item 5.03 of Form 8-K, the information contained in (or incorporated by reference into) the disclosure set forth in the “Introductory Note” above is incorporated by reference herein.
The company filed an 8-K under Item 5.03, which covers amendments to articles of incorporation, bylaws, or changes in fiscal year. The specific details of the amendment are referenced in an introductory note that is not included in the provided excerpt, making it impossible to determine the nature or materiality of the changes from this text alone.
Thanks — your feedback helps us improve report quality.
Figures/quotes linked to EDGAR · Narrative written by AI · Jun 8, 2026 · How we verify