Opening the filing
8-K
Emerging growth company ☒ If 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 4.02 Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review.
On October 15, 2026, the Audit Committee (the “ Audit Committee ”) of the Board of Directors (the “ Board ”) of High Roller Technologies, Inc. (the “ Company ”), after discussion with the Company’s senior management, concluded that the Company’s previously issued unaudited condensed consolidated financial statements as of and for the periods ended March 31, 2026 and June 30, 2026, originally included in the Company’s Quarterly Reports on Form 10-Q filed with the Securities and Exchange Commission (the “ SEC ”) on May 12, 2026 and August 11, 2026, respectively (collectively the “ Prior Financial Statements ”), should no longer be relied upon and should be restated due to an error in the Company’s accounting for warrants issued to the placement agent for the Company’s January 2026 registered direct offering. Accordingly, investors should no longer rely upon the Company’s Prior Financial Statements or, to the extent they describe the Prior Financial Statements, the related earnings releases and other communications. The Company had recognized the approximately $1.0 million grant-date fair value of the warrants as general and administrative expense; as a non-cash cost of the offering. However, it should have been recorded as a reduction of additional paid-in capital.
The error is non-cash and does not affect the Company’s revenue, cash and cash equivalents, working capital, total stockholders’ equity or net cash flows. Correcting the error will reduce the Company’s previously reported net loss by approximately $1.0 million: from $3.0 million to $2.0 million, or from $0.29 to $0.19 per basic and diluted share, for the three months ended March 31, 2026, and from $5.3 million to $4.3 million, or from $0.50 to $0.41 per basic and diluted share, for the six months ended June 30, 2026. General and administrative expense and loss from operations were overstated by the same amount, and additional paid-in capital and accumulated deficit were each overstated by $1.0 million as of March 31, 2026 and June 30, 2026. The error arose in the first quarter of 2026 and does not affect the Company’s results of operations for the three months ended June 30, 2026.
The Company intends to amend each of its Quarterly Reports on Form 10-Q for the quarterly periods ended March 31, 2026 and June 30, 2026 (together, the “ Amended Reports ”) on October 16, 2026.
In addition, the Amended Reports will include certain corrections to presentation and disclosures that do not affect the Company’s financial position, results of operations or cashflows.