From time to time, the Company is a party to, or has a significant relationship to, legal proceedings, lawsuits, and other claims arising in the ordinary course of business. The Company’s management evaluates the Company’s exposure to these claims and proceedings individually and in the aggregate and provides for potential losses on such litigation if the amount of the loss is estimable and the loss is probable.

In accordance with ASC 450, Contingencies, the Company accrues anticipated costs of settlement, damages, losses for claims, and under certain conditions, costs of defense, based on historical experience or to the extent specific losses are probable and estimable. Otherwise, these costs are expensed as incurred. If the estimate of a probable loss is a range and no amount within the range is more likely, the Company accrues a minimum amount of the range.

On May 12, 2026, the Company merged with Ryvyl Inc.  The Company assumed all commitments, legal and otherwise, related to Ryvyl upon the effective date of the merger. For additional information, please refer to the RTB Digital, Inc. Form 10-Q as of March 31, 2026, as filed with the SEC on May 14, 2026.

Note Receivable Litigation

During June 2026, the Company filed a breach of claim suit with the holder of the Company’s note receivable described in Note 13 under the section, Related Party Note Receivable. The claim was filed due to the related party’s late repayments on the principal of the Note. At this time, the Company believes that a material loss contingency related to the claim is reasonably possible, but not probable.

The Company has determined, in accordance with applicable accounting principles, that a loss or range of loss that it may incur is not probable at this time and have therefore not recorded a liability for this matter. Also, as noted in Note 5, Related Party Note Receivable, the Company previously recorded a reserve against the Note in the amount of $0.75 million, which it believes remains appropriate and sufficient as June 30, 2026.

Purchase Commitments

Aside from the Company’s operating lease commitments, which are disclosed in Note 11, Leases, the Company also has the following non-cancellable purchase commitments under services contracts with vendors for software products, as of June 30, 2026:

Employment Agreements

George Oliva Employment Agreement

In connection with its merger with Ryvyl Inc., the Company assumed the employment agreement of Ryvyl’s Chief Financial Officer, George Oliva, who now serves as the Company’s Chief Accounting Officer following the effective date of the merger. Pursuant to the Employment Agreement, Mr. Oliva will continue his employment on an “at-will” basis with compensation to be set by the Company’s management team on an annual basis, eligibility for bonuses in accordance with the Company’s applicable bonus programs, and eligibility for other benefits such as participation in any retirement plans and insurance plans. The Company may terminate the Employment Agreement for cause and Mr. Oliva may terminate the Employment Agreement for good reason, both as further described in the Employment Agreement, and both the Company and Mr. Oliva may also terminate without cause subject to fifteen prior days’ notice. Upon termination for cause (by the Company) or without cause (by Mr. Oliva), the Company will pay for any earned but unpaid base salary, bonus, and vested benefits through the date of termination. In addition to the foregoing, in the case of termination without cause (by the Company) or for good reason (by Mr. Oliva), the Company will also pay Mr. Oliva severance in the amount of twelve months salary to be paid in twelve equal instalments, all vested equity awards will be fully vested, and continue to cover Mr. Oliva’s group health plan premium for a period of twelve months. The Employment Agreement contains standard covenants by the Company and Mr. Oliva, including as it relates to confidentiality and indemnification, and defines the duties and responsibilities of Mr. Oliva’s continued employment with the Company.

Independent Contractor Chief Financial Officer Services Agreement

On November 1, 2025 (the "Effective Date"), the Company entered into an Independent Contractor Agreement (the "Agreement") with Aly Madhavji, pursuant to which Mr. Madhavji provides Chief Financial Officer services to the Company and serves as the Company's Chief Financial Officer. The Agreement has an initial term of 36 months from the Effective Date, unless sooner terminated. Either party may terminate the Agreement at any time, with or without cause and without liability, upon at least 60 days' prior written notice, provided that the Company remains obligated to pay Mr. Madhavji for services rendered and to reimburse authorized expenses incurred prior to the termination date.

Per the terms of the Agreement, the Company is obligated to pay Mr. Madhavji a fee of $15,000 per month. Mr. Madhavji is also entitled to a grant of stock options under the Company's 2025 Stock Option Plan, subject to Board approval and time-based vesting. As of June 30, 2026, the Company's remaining minimum cash commitment under the Agreement, assuming no early termination, was approximately $420,000.