Material Event (Form 8-K)

Item 8.01 Other Events.

Strategic Platform Agreement

On September 14, 2026,Paradium. AI., Inc. ("Paradium" or the "Company") entered into a ten-year Strategic Platform Agreement (the "Platform Agreement") with RTB Digital, Inc. ("RTB," and together with the Company, the "Parties"). The Platform Agreement will commence upon satisfaction or waiver of its closing conditions, including due diligence completion, RTB's successful capital raise as described below, and execution of certain definitive documents, with such closing, absent extension, currently anticipated in Q4 2026, and has an initial ten-year term.

Under the Platform Agreement, Paradium's brands and their associated revenue and traffic will migrate to RTB's full-stack, AI-powered digital media and business operations platform (the "Platform"). RTB will deliver Paradium's non-content functions through the Platform and services, eliminating related operating overhead and staffing costs for Paradium in exchange for revenue sharing.

The Platform Agreement provides for revenue sharing from Paradium partner content at specified percentages based on the defined source of revenue. Third-party expenses will be borne by the Party sourcing the expense, deducted from top-line revenue or otherwise from the shareable revenue pool. Each Party will provide sufficient accounting information to the other.

Paradium will also license and deliver to RTB a current copy of certain Paradium technology assets and related documentation (the "Paradium Technology"), over which the Parties may modify, adapt, enhance or create derivative works ("Modifications"), and the Party creating such Modifications will exclusively own all right, title and interest, including related intellectual property rights associated with those Modifications. Both Parties will have perpetual, irrevocable, royalty-free licenses to use and commercialize the Paradium Technology and the Modifications. Paradium will independently own and control the Paradium Technology but may not sell, assign or license it to certain direct competitors of Paradium or RTB. RTB may not transfer or license the Paradium Technology without Paradium's written consent, except as part of a sale of RTB.

As consideration for the license, technology transfer and other consideration under the Platform Agreement, RTB will issue Paradium unregistered RTB common stock valued at $11.5 million based on certain closing price conditions, including but not limited to Nasdaq minimum pricing requirements. Paradium has agreed to certain restrictions on sales of these shares.

Purchase of Minority Interest in Paradium

RTB entered into an agreement with Simplify Inventions, LLC and MBX Capital Aren, LLC (collectively, "Simplify") to acquire from them approximately 49.5% of the issued and outstanding shares of common stock of Paradium, subject to adjustment to maintain RTB's ownership below 50%. The $89,555,638 purchase price consists of (i) RTB's existing $10 million deposit; (ii) $6 million in RTB common stock, priced at the 10-day VWAP based on the five trading days before and after public disclosure on Form 8-K, but not below the Nasdaq closing price or average Nasdaq closing price for the five trading days preceding execution; and (iii) $73,555,638 in cash at closing amounting to a $3.80 per share purchase price. Simplify will retain approximately 23% of Paradium's outstanding common stock. The Company is not party to these transactions. Completion of this share purchase is a condition precedent to the consummation of the Platform Agreement. Completion of the transactions between RTB and Simplify, as well as the transactions under the Platform Agreement, are also subject to RTB raising the capital to pay the purchase price for the Simplify shares.