RTB Digital (RTB) Risk Analysis

The market price of our common stock is likely to be volatile, subject to wide fluctuations in response to a variety of factors including the following: - significant lawsuits, including patent or stockholder litigation;         -  inability to obtain additional funding if and when needed;         - failure to successfully develop and implement our products, services and business plans;         - changes in laws or regulations applicable to the businesses;         -  introduction of new products, services or technologies by our competitors;         - failure to meet or exceed any development or financial projections and/or business estimates provided to the public and to the investment community;         -  announcements of significant acquisitions, strategic partnerships, joint ventures or capital commitments;- disputes or other developments relating to proprietary rights, including patents and copyrights, litigation matters, and RTB's ability to obtain patent, trademark and copyright protection for licensed and owned technologies, processes and other intellectual property;         -  additions or departures of key management personnel;         - changes in the market valuations of similar companies;         -  general economic and market conditions and overall fluctuations in the U.S. equity market;         -  sales of common stock or other securities by RTB or its stockholders in the future that have an adverse impact on the market for the publicly traded securities; and         - trading volume our common stock. In addition, the stock market, in general, and smaller technology companies, in particular, have experienced price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of these companies. Broad market and industry factors may negatively affect the market price our common stock, regardless of our actual operating performance. Further, a decline in the financial markets and related factors beyond our control may cause the stock price our common stock to decline rapidly and unexpectedly.

RTB will need to raise additional capital to fund its operations beyond 2026. Additional financing may not be available when needed or may not be available on favorable terms. To the extent that RTB raises additional capital by issuing equity securities, the terms of such an issuance may cause significant dilution to stockholders' ownership, and the terms of any new equity securities may have preferences over the outstanding common stock. Any debt financing entered into may involve covenants that restrict our operations and future financing opportunities. These restrictive covenants may include limitations on additional borrowing and specific restrictions on the use of our assets, as well as prohibitions on its ability to create liens, pay dividends, redeem its stock or make investments. In addition, if we additional funds through licensing or similar arrangements, it may be necessary to relinquish potentially valuable rights to current product candidates and potential products or proprietary technologies, or grant licenses on terms that are not favorable to RTB. In addition, the exercise or conversion of some or all of outstanding options or warrants could result in additional dilution in the percentage ownership interest of each of our stockholders.

Our executive officers, directors and greater than 5% stockholders, in the aggregate, own a significant amount of our outstanding common stock (assuming no exercise of outstanding options and warrants). As a result, there is a concentration of ownership in a limited number of our persons, who if they act together because of aligned interests, even if not a formal "group," will have the ability to control or significantly influence all matters submitted to the board of directors or stockholders for approval, including the appointment of management, the election and removal of directors and approval of any significant transactions, and business affairs. This concentration of ownership may have the effect of delaying, deferring, or preventing a change in control, impeding a merger, consolidation, takeover or other business combination involving RTB, or discouraging a potential acquiror from making a tender offer or otherwise attempting to obtain control of RTB's business, even if such a transaction would benefit other stockholders.

We cannot provide assurance that there will not be material weaknesses or significant deficiencies in our internal control over financial reporting in the future. Any failure to maintain internal control over financial reporting could severely inhibit our ability to accurately report its financial condition, results of operations or cash flows. If RTB is unable to conclude that its internal control over financial reporting is effective, or if its independent registered public accounting firm determines it has a material weakness or significant deficiency in internal controls over financial reporting, investors may lose confidence in the accuracy and completeness of our financial reports, the market price of our common stock could decline, and we could be subject to sanctions or investigations by Nasdaq, the SEC or other regulatory authorities. Failure to remedy any material weakness in the internal control over financial reporting, or to implement or maintain other effective control systems required of public companies, could also restrict our future access to the capital markets.

In the year ended December 31, 2025, RTB had a net loss of approximately $8.0 million compared to approximately $1.3 million for the year ended December 31, 2024. The accumulated deficit of RTB as of December 31, 2025 was approximately $13.8 million compared to approximately $5.7 million as of December 31, 2024. RTB will continue to incur losses in the future unless RTB achieves sufficient revenue or adequately reduces costs to achieve and maintain profitability. There is no assurance that the RTB operations will generate sufficient cash flows to support the continued operations in the future without needing to seek additional capital funding or borrowings. RTB can provide no assurance that if RTB needs to seek additional outside capital that it will be available on favorable terms or at all. Any failure to achieve and maintain profitability could have a materially adverse effect on the ability of RTB to implement its business plan or its effect on its results and operations and financial condition.

RTB operates in an evolving industry, and as a result, its business has evolved over time such that its operating history makes it difficult to evaluate its business and future prospects. The results of operations have fluctuated in the past, and future results of operations are likely to fluctuate as well. RTB may not be able to sustain current growth rates, current revenue levels, or achieve profitability. In addition, because the business is evolving, the RTB historical results of operations may be of limited utility in assessing our future prospects. RTB expects to face challenges, risks, and difficulties frequently experienced by growing companies in rapidly developing industries, including those relating to: - changes in demand and pricing for the RTB products, services and the Platform;- developing, maintaining, and expanding relationships with Platform Partners and advertisers;- innovating and developing new solutions that are adopted by and meet the needs of Platform Partners and advertisers;- competing against companies with a larger user and customer base or greater financial or technical resources;- changes in the pricing policies of Platform Partners, advertisers and competitors;- changes in access to valuable user data;- costs to develop and upgrade the Platform to incorporate new technologies;- costs related to the acquisition of businesses, talent, technologies, or intellectual property, including potentially significant amortization costs and possible write-downs;- seasonality in the business;- the length and complexity of sales cycles;- the timing of stock-based compensation expense;- potential costs to attract, onboard, retain and motivate qualified personnel;- responding to evolving industry standards and government regulations that impact the RTB business, particularly in the areas of data protection and consumer privacy;- changes in demand as a result of changes in the macroeconomic environment, as a result of inflation, changes in interest rates or foreign exchange rates, or otherwise; and - further expanding our business in other markets. Any one or more of the factors above may result in significant fluctuations in the results of operations. Investors should not rely on past results as an indicator of future performance. Because many of the expenses are based upon forecast demand and may be difficult to reduce in the short term, volatility in quarterly revenue could cause significant variations in quarterly results of operations. RTB may not forecast our revenue or expenses accurately, which may cause results of operations to diverge from estimates or the expectations of securities analysts, and investors. If RTB fails to meet or exceed such expectations for these or any other reasons, the trading price of the common stock could fall, and RTB could face costly litigation, including securities class action lawsuits.

As of December 31, 2025, RTB had federal net operating loss carryforwards, or NOLs, resulting from prior period losses. Certain of those NOLs, that were incurred in the taxable years ending prior to 2021, could expire before RTB generates sufficient taxable income to make use of the NOLs. Subject to certain limitations, NOLs can be used to offset taxable income for U.S. federal income tax purposes. However, Section 382 of the Internal Revenue Code of 1986, as amended, may limit certain NOLs that RTB may use in any future year for U.S. federal income tax purposes in the event of certain changes in ownership of RTB and the combined company. If an "ownership change" occurs, Section 382 would impose an annual limit on certain pre-ownership NOLs and other tax attributes RTB can use to reduce its taxable income, potentially increasing and accelerating the liability for income taxes, and also potentially causing those tax attributes to expire unused. In addition, RTB's ability to use its net operating losses is dependent on the ability to generate taxable income, and certain net operating losses could expire before RTB generates sufficient taxable income to make use of the net operating losses.

We will face risks relating to the custody of our crypto assets. If RTB or our third-party service providers experience a security breach or cyberattack and unauthorized parties obtain access to the cryptocurrencies, or if the private keys are lost or destroyed, or other similar circumstances or events occur, RTB may lose some or all of its crypto assets, and the RTB financial condition and results of operations could be materially adversely affected. Bitcoin prices have experienced significant volatility, with prices ranging from approximately $15,000 to over $120,000 per Bitcoin over the past three years. RTB's Bitcoin holdings are classified as indefinite-lived intangible assets under GAAP, subject to impairment testing. Declines in Bitcoin prices could result in material impairment charges, while appreciation cannot be recognized until Bitcoin is sold. RTB maintains custody of its Bitcoin through Anchorage Digital, a regulated digital asset custodian. RTB faces risks of loss, theft, or restricted access to Bitcoin holdings due to cybersecurity breaches, custodian insolvency, or regulatory action. Unlike traditional banking deposits, cryptocurrency holdings are not protected by FDIC insurance or similar government guarantees.

Cryptocurrency and other digital assets are novel assets, which will expose us to significant legal, commercial, regulatory and technical uncertainty, which could materially adversely affect our financial position, operations and prospects.

RTB has added, and expects to continue to add, Platform Partner and end-user support capabilities, continue software development activities, and expand administrative capabilities. In the past two years, RTB has entered into strategic transactions that have significantly expanded business and placed significant strain on its resources. To manage any further growth, organically or through further acquisitions, RTB will be required to improve existing, and implement new, operational and financial systems and properly manage its employee base. If it is unable to manage growth effectively, the business could be harmed. RTB will also require additional funding for its current and any expanded operations, the absence of which will limit its ability to pursue its business plan.

RTB will seek to develop strategic relationships with advertising, media, technology, and other companies to enhance market penetration, business development, and advertising sales revenues. There can be no assurance that these relationships will develop and mature or that potential competitors will not develop more substantial relationships with the same or more attractive partners. The inability to successfully implement the RTB strategy of building valuable strategic relationships could harm the overall business of RTB.