Form 8-K

8-K — Paradium.AI, Inc.

Accession: 0001493152-26-043212

Filed: 2026-09-18

Period: 2026-09-17

CIK: 0000894871

SIC: 4841 (CABLE & OTHER PAY TELEVISION SERVICES)

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — form8-k.htm (Primary)

EX-99.1 (ex99-1.htm)

GRAPHIC (ex99-1_001.jpg)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: form8-k.htm · Sequence: 1

false

0000894871

2026-09-17

iso4217:USD

xbrli:shares

iso4217:USD

xbrli:shares

UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

WASHINGTON,

D.C. 20549

FORM

8-K

CURRENT

REPORT

Pursuant

to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date

of Report: (Date of Earliest Event Reported): September 17, 2026

PARADIUM.AI,

INC.

(Exact

name of registrant as specified in its charter)

delaware

001-12471

68-0232575

(State

or other jurisdiction

incorporation)

(Commission

File

Number)

(I.R.S.

Employer

Identification

No.)

200

VESEY STREET, 24TH FLOOR

NEW

YORK, new york

10281

(Address

of principal executive offices)

(Zip

code)

212-321-5002

(Registrant’s

telephone number including area code)

(Former

name or former address if changed since last report)

Securities

registered pursuant in Section 12(b) of the Act:

Title

of each class

Trading

Symbol(s)

Name

of each exchange on which registered

Common

Stock, par value $0.01 per share

PAAI

NYSE

American

Check

the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under

any of the following provisions (see General Instruction A.2. below):

☐

Written

communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting

material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement

communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement

communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate

by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405

of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging

growth company ☐

an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying

with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 7.01 Regulation FD Disclosure.

September 17, 2026, Paradium, AI, Inc. (the “Company”) issued a press release announcing the execution of a strategic platform

agreement with RTB Digital, Inc., a copy of which is furnished as Exhibit 99.1 to this Current Report on Form 8-K. A copy of the press

release is also available on the Company’s website as paradium.ai.

The

information furnished with this Item 7.01 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange

Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed

incorporated by reference into any other filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly

set forth by specific reference in such a filing.

Item

9.01. Financial Statements and Exhibits.

(d)

Exhibits

99.1

Press release dated September 17, 2026.

104

Cover

Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant

to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its

behalf by the undersigned hereunto duly authorized.

PARADIUM.AI,

INC.

Dated:

September 18, 2026

By:

/s/

Paul Edmondson

Name:

Paul

Edmondson

Title:

Chief

Executive Officer

EX-99.1

Filename: ex99-1.htm · Sequence: 2

Exhibit

99.1

Paradium.AI

Signs 10-Year Strategic Platform Agreement with Roundtable (Nasdaq: RTB)

Agreement

Subject to Closing Conditions

New

York, NY – September 17, 2026 – Paradium.AI, Inc. (“Paradium.AI” or “Paradium”) (NYSE

American: PAAI), a technology leader in IP, data and commerce that builds and operates a unified, AI-powered ecosystem designed

to empower creators, media entrepreneurs, publishers and brands—today provided an update regarding its signed strategic relationship

with RTB Digital, Inc. (Nasdaq: RTB), which operates as Roundtable, following an announcement issued today by Roundtable.

Paradium.AI

has entered into a strategic platform agreement with Roundtable (the “Platform Agreement”) agreeing to a strategic operating

relationship between the companies. Separately, in a private transaction, Roundtable agreed to acquire a significant equity interest

in Paradium.AI from Simplify Inventions, LLC, Paradium.AI’s largest shareholder.

The

transactions remain subject to a number of conditions precedent, including funding requirements to be satisfied by Roundtable, to be

satisfied prior to closing. The transaction is scheduled to close prior to the end of Q4 2026.

Strategic

Operating Relationship

Under

the Platform Agreement, Roundtable would provide certain technology, monetization and operating services supporting Paradium.AI’s portfolio

of media brands. Paradium.AI would retain ownership of its brands, domains, intellectual property and audiences.

part of the Strategic Operating Relationship:

●

Roundtable’s

business model is to assume responsibility for a substantial amount of annual operating functions and costs, currently borne by Paradium.AI,

including certain product, engineering, monetization and other functions;

●

Roundtable

will receive a percentage of revenue related to Paradium.AI’s media brands, hosted Roundtable’s Platform;

●

Roundtable

will receive a worldwide, perpetual license to certain Paradium.AI technology assets, while Paradium.AI retains ownership of the

underlying intellectual property; and

●

exchange for the license for Paradium.AI’s technology assets, Paradium.AI will receive shares of Roundtable common stock, subject

to certain closing price conditions, including but not limited to Nasdaq minimum pricing requirements.

The

term of the Platform Agreement is 10 years, subject to its terms and conditions.

Equity

Transaction

a separate private transaction, Roundtable has agreed to acquire Paradium.AI common stock from Simplify, PAAI’s largest shareholder,

at a purchase price of $3.80 per share.

Following

the transaction, Roundtable will own approximately 49.5% of Paradium.AI’s outstanding common stock, while Simplify will retain approximately

23.1% of Paradium.AI’s outstanding common stock.

The

agreed equity transaction is a private transaction between Roundtable and Simplify and will not involve the issuance of new Paradium.AI

shares or result in proceeds to Paradium.AI. Paradium.AI is not a party to the transaction.

Conditions

and Timing

The

agreements described above are not yet effective but are currently scheduled to close subject to satisfaction of those conditions in

Q4 of 2026. There can be no assurance as to when the remaining conditions will be satisfied or the contemplated transactions will be

completed.

Paradium.AI

will provide additional information regarding the contemplated transactions as necessary and appropriate.

About

Paradium.AI

Paradium.AI,

Inc. (NYSE American: PAAI) is a technology leader in IP, data and commerce that builds and operates a unified, AI-powered ecosystem designed

to empower creators, media entrepreneurs, publishers and brands to perform at the speed and scale of AI. Through our core technology

platforms Encore, InfoSentience and Cutter Studios, we provide the tools, data and reach that enable businesses to serve and grow audiences

and optimize for revenue success. Visit us at Paradium.AI to learn more.

Forward-Looking

Statements

This

Press Release of Paradium, AI, Inc. (the “Company,” “we,” “our,” and “us”) contains certain

forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”),

and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Forward-looking statements relate

to future events or future performance and include, without limitation, statements concerning the completion and timing of the contemplated

strategic platform agreement and equity transactions, the satisfaction of conditions precedent including Roundtable’s funding requirements,

the expected closing date, the anticipated assumption of operating costs by Roundtable, the expected revenue-sharing arrangement and

its economic terms, the expected receipt of Roundtable common stock, the contemplated term of the Strategic Platform Agreement, and the

expected ownership percentages following completion of the equity transaction, our business strategy, future revenues and income from

continuing operations, anticipated yield growth and monetization improvements, cost reductions, debt refinancing efforts, market growth,

capital requirements, product introductions and technological capabilities, additional expansion plans, our stock price relative to our

peers and our share repurchase program (as disclosed in our Annual Report on Form 10-K for the year ended December 31, 2025 filed with

the SEC on March 16, 2026 (the “2025 Form 10-K”) and in our other SEC filings and publicly available documents). Other statements

contained in this Press Release that are not historical facts are also forward-looking statements. We have tried, wherever possible,

to identify forward-looking statements by terminology such as “may,” “will,” “could,” “should,”

“expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,”

“estimates,” and other stylistic variants denoting forward-looking statements.

caution investors that any forward-looking statements presented in this Press Release, including but not limited to our expectations

regarding the completion of the contemplated strategic platform agreement and equity transactions on the terms described herein, the

anticipated cost savings and revenue-sharing arrangement, and Roundtable’s ability to satisfy the applicable funding requirements

and closing conditions, or that we may make orally or in writing from time to time, are based on information currently available, as

well as our beliefs and assumptions. The actual outcome related to forward-looking statements will be affected by known and unknown risks,

trends, uncertainties, and factors that are beyond our control or ability to predict. Although we believe that our assumptions are reasonable,

they are not guarantees of future performance, and some will inevitably prove to be incorrect. As a result, our actual future results

can be expected to differ from our expectations, and those differences may be material. Factors that could cause actual results to differ

materially from those expressed in the forward-looking statements include, without limitation, the risk that one or more conditions to

closing may not be satisfied or waived, including Roundtable’s obligation to satisfy certain funding requirements; the risk that

the contemplated transactions may not close on the currently contemplated terms, timeline, or at all; the risk that Nasdaq minimum pricing

requirements may not be met; risks related to the integration of operations under the strategic platform agreement; risks associated

with Roundtable acquiring a significant equity interest in the Company; and the other risks and uncertainties described in Part I, Item

1A of the 2025 Form 10-K. Accordingly, investors should use caution in relying on forward-looking statements, which are based only on

known results and trends at the time they are made, to anticipate future results or trends. We detail other risks in our public filings

with the SEC, including in Part I, Item 1A, Risk Factors, in the 2025 Form 10-K. The discussion in this Press Release should be read

in conjunction with the consolidated financial statements and notes thereto included in Part II, Item 8 in the 2025 Form 10-K.

This

Press Release and all subsequent written and oral forward-looking statements attributable to us or any person acting on our behalf are

expressly qualified in their entirety by the cautionary statements contained or referred to in this section. We do not undertake any

obligation to release publicly any revisions to our forward-looking statements to reflect events or circumstances after the date of this

Press Release except as may be required by law.

Media

Contact

Morgan

Fitzgerald

morgan.fitzgerald@paradium.ai

Investor

Relations Contact

Rob

Fink, FNK IR

paai@fnkir.com

646.809.4048

GRAPHIC

Filename: ex99-1_001.jpg · Sequence: 3

Binary file (4537 bytes)

Download ex99-1_001.jpg

XML — IDEA: XBRL DOCUMENT

XML

Filename: R1.htm · Sequence: 8

v3.26.3

Cover

Sep. 17, 2026

Cover [Abstract]

Document Type

8-K

Amendment Flag

false

Document Period End Date

Sep. 17, 2026

Entity File Number

001-12471

Entity Registrant Name

PARADIUM.AI,

INC.

Entity Central Index Key

0000894871

Entity Tax Identification Number

68-0232575

Entity Incorporation, State or Country Code

Entity Address, Address Line One

200

VESEY STREET

Entity Address, Address Line Two

24TH FLOOR

Entity Address, City or Town

NEW

YORK

Entity Address, State or Province

Entity Address, Postal Zip Code

10281

City Area Code

212

Local Phone Number

321-5002

Written Communications

false

Soliciting Material

false

Pre-commencement Tender Offer

false

Pre-commencement Issuer Tender Offer

false

Title of 12(b) Security

Common

Stock, par value $0.01 per share

Trading Symbol

PAAI

Security Exchange Name

NYSEAMER

Entity Emerging Growth Company

false

- Definition

Boolean flag that is true when the XBRL content amends previously-filed or accepted submission.

+ References

No definition available.

+ Details

Name:

dei_AmendmentFlag

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Area code of city

+ References

No definition available.

+ Details

Name:

dei_CityAreaCode

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Cover page.

+ References

No definition available.

+ Details

Name:

dei_CoverAbstract

Namespace Prefix:

dei_

Data Type:

xbrli:stringItemType

Balance Type:

Period Type:

duration

- Definition

For the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.

+ References

No definition available.

+ Details

Name:

dei_DocumentPeriodEndDate

Namespace Prefix:

dei_

Data Type:

xbrli:dateItemType

Balance Type:

Period Type:

duration

- Definition

The type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.

+ References

No definition available.

+ Details

Name:

dei_DocumentType

Namespace Prefix:

dei_

Data Type:

dei:submissionTypeItemType

Balance Type:

Period Type:

duration

- Definition

Address Line 1 such as Attn, Building Name, Street Name

+ References

No definition available.

+ Details

Name:

dei_EntityAddressAddressLine1

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Address Line 2 such as Street or Suite number

+ References

No definition available.

+ Details

Name:

dei_EntityAddressAddressLine2

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Name of the City or Town

+ References

No definition available.

+ Details

Name:

dei_EntityAddressCityOrTown

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Code for the postal or zip code

+ References

No definition available.

+ Details

Name:

dei_EntityAddressPostalZipCode

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Name of the state or province.

+ References

No definition available.

+ Details

Name:

dei_EntityAddressStateOrProvince

Namespace Prefix:

dei_

Data Type:

dei:stateOrProvinceItemType

Balance Type:

Period Type:

duration

- Definition

A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityCentralIndexKey

Namespace Prefix:

dei_

Data Type:

dei:centralIndexKeyItemType

Balance Type:

Period Type:

duration

- Definition

Indicate if registrant meets the emerging growth company criteria.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityEmergingGrowthCompany

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.

+ References

No definition available.

+ Details

Name:

dei_EntityFileNumber

Namespace Prefix:

dei_

Data Type:

dei:fileNumberItemType

Balance Type:

Period Type:

duration

- Definition

Two-character EDGAR code representing the state or country of incorporation.

+ References

No definition available.

+ Details

Name:

dei_EntityIncorporationStateCountryCode

Namespace Prefix:

dei_

Data Type:

dei:edgarStateCountryItemType

Balance Type:

Period Type:

duration

- Definition

The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityRegistrantName

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityTaxIdentificationNumber

Namespace Prefix:

dei_

Data Type:

dei:employerIdItemType

Balance Type:

Period Type:

duration

- Definition

Local phone number for entity.

+ References

No definition available.

+ Details

Name:

dei_LocalPhoneNumber

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 13e

-Subsection 4c

+ Details

Name:

dei_PreCommencementIssuerTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14d

-Subsection 2b

+ Details

Name:

dei_PreCommencementTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Title of a 12(b) registered security.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b

+ Details

Name:

dei_Security12bTitle

Namespace Prefix:

dei_

Data Type:

dei:securityTitleItemType

Balance Type:

Period Type:

duration

- Definition

Name of the Exchange on which a security is registered.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

+ Details

Name:

dei_SecurityExchangeName

Namespace Prefix:

dei_

Data Type:

dei:edgarExchangeCodeItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

+ Details

Name:

dei_SolicitingMaterial

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

+ Details

Name:

dei_TradingSymbol

Namespace Prefix:

dei_

Data Type:

dei:tradingSymbolItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

+ Details

Name:

dei_WrittenCommunications

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration