ROLR — what changed in the latest 10-Q

Text added vs the prior filing · source: 10-Q · 2026-05-12

• We are an evolving and growth-oriented global online gaming operator focused on providing its customers with the most exciting, enjoyable and compelling online experience on the market. Our experienced operational management team actively oversees engagement with its players and partners. The Compan…

• On April 14, 2026, subsequent to the close of the quarter ended March 31, 2026, the Company entered into the Collaboration Agreement with Crypto.com Derivatives North America ("CDNA"), a CFTC-registered designated contract market, derivatives clearing organization, and affiliate of Crypto.com, to la…

• Our plan is to excite the iCasino industry by focusing on streaming and social experiences based on real money gaming experiences for the customer.

• During the first half of 2022, we rebranded our iCasino operations from CasinoRoom.com to HighRoller.com and concurrently commenced to reposition our legacy gaming operator “CasinoRoom.com” into an online casino ratings and reviews portal that would generate high-value leads and targeted search engi…

• On January 8, 2026, the Company entered into a stock purchase agreement with an accredited investor, pursuant to which the Company sold and issued to the investor, in a private placement, an aggregate of 357,143 shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”), a…

Text removed vs the prior filing · source: 10-Q · 2025-11-12

• Unless the context requires otherwise, all references in this MD&A to the “Company,” “we,” “us,” or “our” refer to the company, High Roller Technologies, Inc. and its subsidiaries.

• We are an evolving and growth-oriented iGaming and entertainment company that focuses primarily on online casino betting in select markets. Our mission is to offer a consistently superior customer experience by (i) providing fast onboarding, easy log-in and re-log-in, (ii) assuring efficient and sec…

• During the first half of 2022, we rebranded our iCasino operations from CasinoRoom.com to HighRoller.com and concurrently commenced to reposition our legacy gaming operator “CasinoRoom.com” into an online casino ratings and reviews portal that would generate high-value leads and targeted search engi…

• On January 16, 2024, our Board of Directors and shareholders approved a 1-for-3.95689 reverse stock split of our outstanding shares of common stock, which became effective on that date. All share and per share amounts have been retroactively restated.

• Revenue increased by $162 thousand or 0.8%, to approximately $20.0 million during the nine months ended September 30, 2025, as compared to $19.8 million during the nine months ended September 30, 2024 staying flat period over period.

Text added vs the prior filing · source: 10-Q · 2026-05-12

•  Beginning in 2023 and continuing through the current period, the Company has materially strengthened its finance and accounting function. These enhancements include the appointment of a Chief Financial Officer, a Controller, and a Director of Accounting and Financial Reporting, supported by additi…

• Management is committed to maintaining a strong internal control environment and to the remediation of the previously identified material weakness. The remediation plan, substantial portions of which have already been implemented, includes the following measures

•  Established and continue to maintain appropriate staff levels to support proper segregation of duties.

•  Ensure that personnel performing key control activities possess the requisite qualifications and experience.

•  Designed and implemented enhanced review procedures and processes across the financial close and reporting cycle.

Text removed vs the prior filing · source: 10-Q · 2025-11-12

• During 2023, the Company expanded its financial and accounting staff, which included adding a Chief Financial Officer, a Controller, a Director of Accounting and Financial Reporting, as well as requisite supporting staff. As a result, the Company believes that it has adequate staff resources to addr…

• The Company has retained the services of qualified outside consultants with expertise in performing specific accounting and finance tasks or functions, and to assist in the design and installation of accounting and internal control systems. The Company has not yet completed the process to establish …

• Management is committed to maintaining a strong internal control environment. Accordingly, management is in the process of implementing a plan to remediate the material weakness described above as soon as possible.

• Except as described above, there were no changes in the internal control over financial reporting identified in connection with the evaluation required by Rule 13a-15(d) and 15d-15(d) of the Exchange Act that occurred during the three months ended September 30, 2025, that have materially affected, o…

Text added vs the prior filing · source: 10-Q · 2026-05-12

• From time to time, the Company may become involved in legal proceedings, claims and litigation arising in the ordinary course of business. The Company evaluates such matters on a case-by-case basis and establishes accruals for those contingencies when the incurrence of a loss is probable and the amo…

• Ellmount Entertainment, Ltd., a subsidiary of the Company, has litigation pending in Austria and Germany relating to player claims and associated legal fees. The Company has established a full provision for these claims, which is included in accrued expenses in the condensed consolidated balance she…

• For additional information, see Note 14, “Commitments and Contingencies”, to the unaudited condensed consolidated financial statements included in Part I, Item 1 of this Quarter Report.

Text removed vs the prior filing · source: 10-Q · 2025-11-12

• In the normal course of business, the Company may be subject to claims and litigation. The Company reviews its legal proceedings and claims, regulatory reviews and inspections, and other legal matters on an ongoing basis and follows appropriate accounting guidance when making accrual and disclosure …

• The Company had certain pending or threatened legal claims or actions in which there was a probable outcome. Ellmount Entertainment, Ltd., a subsidiary of the Company, has litigation pending in Austria and Germany regarding player claims and related legal fees. The Company currently is not targeting…

Text added vs the prior filing · source: 10-Q · 2026-05-12

• Risks Related to Our Collaboration Agreement with Crypto.com

• Our new Predictions Contracts business segment is dependent on our relationship with Crypto.com and its affiliates, and any disruption to that relationship could materially and adversely affect our business, financial condition, and results of operations.

• Pursuant to the Collaboration Agreement entered into on April 14, 2026, and after we have satisfied all licensing and other requirements, we will serve as a guaranteed introducing broker for the purpose of soliciting customers to trade event-based derivative contracts in the Predictions product clas…

• We are subject to regulatory risks associated with event-based derivative contracts, which are subject to evolving and uncertain regulatory frameworks.

• Event-based derivative contracts, including the Predictions Contracts offered through our technology platform, are a relatively novel financial product class that is subject to heightened regulatory scrutiny. The regulatory framework governing event-based derivatives in the United States continues t…

Text removed vs the prior filing · source: 10-Q · 2025-11-12

• The Company has received notification from the NYSE American LLC that the Company is no longer in compliance with NYSE American’s continued listing standards and has submitted a Plan to the NYSE American to regain compliance; in the event the NYSE American does not accept the Plan or we do not ultim…

• On June 4, 2025, the Company was notified by NYSE American LLC that due to reporting of stockholders’ equity of approximately $2.8 million, the Company no longer meets the requirement that it must have no less than $4 million or more in stockholders’ equity pursuant to the continued listing standard…

• During the Plan period, the Company will be subject to periodic review by the NYSE American to determine if it is making progress consistent with the Plan. If the Company does not regain compliance with the NYSE American continued listing standards by the Plan Period Deadline, or if the Company does…

• The Company’s common stock will continue to be listed on the NYSE American during the Plan period, subject to the Company's compliance with the other listing requirements of the NYSE American. The Company's receipt of such notification from the NYSE American does not affect the Company's business, o…

• The Company can provide no assurances that it will be able to make progress with respect to its Plan that the NYSE American will determine to be satisfactory, that it will regain compliance with Section 1003(a)(ii) of the Company Guide on or before the Plan Period Deadline, or that developments and …