RTB Digital Enters 10‑Year Strategic Platform Agreement with Paradium; Minority Purchase

What Happened RTB Digital, Inc. (RTB) announced it signed a ten‑year Strategic Platform Agreement with Paradium.AI, Inc. (f/k/a The Arena Group Holdings, Inc.), with closing expected in Q4 2026 subject to due diligence, RTB completing a capital raise, and execution of definitive documents. Under the deal, Paradium’s brands, content and certain technology will migrate to RTB’s AI/DeFi digital media platform in a revenue‑sharing arrangement; RTB will receive a perpetual, irrevocable license to Paradium’s technology and may create and own derivative works. As part of the overall transaction, RTB also agreed to acquire approximately 49.5% of Paradium’s common stock from third‑party sellers, a condition to closing the Platform Agreement.

Key Details

• Term & timing: Platform Agreement has an initial ten‑year term; anticipated closing in Q4 2026, subject to conditions (due diligence, capital raise, definitive docs).
• Consideration to Paradium: RTB will issue unregistered common stock to Paradium valued at $11.5 million (priced using a 10‑day VWAP formula and subject to certain floor price limits and sale restrictions).
• Minority purchase price: RTB agreed to buy ~49.5% of Paradium from Simplify Inventions/MBX Capital Aren for $89,555,638 (includes a $10M deposit already paid, $6M in RTB stock, and $73,555,638 cash). RTB must raise the cash to close; Simplify will retain ~23% of its Paradium stock after the sale.
• Structure & protections: Revenue sharing percentages will vary by revenue source; each party bears third‑party expenses they source. Paradium will license and deliver certain technology assets to RTB with perpetual licenses for both parties, and Paradium may not offer competing hosting/services during the term. Simplify’s RTB shares include a seller put option exercisable 120 days after closing, collateralized by RTB’s revenue share.
• Forecasts (forward‑looking): RTB projects the partnership, together with existing business, could yield ~100 million monthly users, ~$100 million annual gross revenue, and roughly $1 billion over the ten‑year term — these are forward‑looking estimates subject to risks and conditions.

Why It Matters This agreement could speed RTB’s growth by adding Paradium’s brands, traffic, revenue streams and technology to RTB’s platform and marketplace. For investors, the immediate items to watch are RTB’s ability to raise the required capital to fund the minority purchase, completion of due diligence and closing conditions, the timing and terms of any issued RTB stock, and realization of the forecasted revenue gains (which the company labels as forward‑looking and subject to material risks). The transaction also creates ongoing revenue‑sharing obligations and gives RTB long‑term rights to Paradium technology, both of which could materially affect future revenue and operations if the deal closes.