High Roller Technologies, Inc. Announces Closing of $25 Million Registered Direct Offering

Rhea-AI Summary

High Roller Technologies (NYSE American: ROLR) closed a registered direct offering on Jan 21, 2026, issuing 1,892,506 shares of common stock at $13.21 per share for gross proceeds of approximately $25 million.

The company said it will use proceeds for sales and marketing, geographic expansion, product development and diversification, and for working capital and general corporate purposes. ThinkEquity acted as sole placement agent.

The offering was made from an effective shelf registration filed with the SEC on Nov 12, 2025 and declared effective on Dec 2, 2025; the final prospectus supplement was filed with the SEC.

Positive

• Gross proceeds of approximately $25 million
• 1,892,506 new shares issued to raise capital
• Proceeds earmarked for sales, geographic expansion, product development

Negative

• Placement agent fees and offering expenses will reduce net proceeds
• Issuance of 1,892,506 new shares may cause shareholder dilution

Key Figures

Shares issued: 1,892,506 shares Offering price: $13.21 per share Gross proceeds: $25 million +5 more

8 metrics

Shares issued 1,892,506 shares Registered direct offering common stock

Offering price $13.21 per share Registered direct offering

Gross proceeds $25 million Registered direct offering before fees and expenses

Net proceeds $22.6 million Estimated net from offering after placement fees and expenses

Shares outstanding post-offer 10,820,173 shares Common shares outstanding after offering (from 424B5)

Shares outstanding pre-offer 8,927,667 shares Common shares outstanding before offering (from 424B5)

Immediate dilution $11.06 per share Dilution to new investors vs pro forma net tangible book value

Shelf capacity $150,000,000 Form S-3 shelf registration total amount

Market Reality Check

Price: $7.88 Vol: Volume 2,325,830 is below...

low vol

$7.88 Last Close

Volume Volume 2,325,830 is below the 20-day average of 5,961,973 (relative volume 0.39x). low

Technical Price $12.24 is trading above the 200-day MA at $2.92, despite a -27.49% daily move.

Peers on Argus

ROLR fell -27.49% while peers were mixed: LTRY up 7.87%, BRAG down -0.88%, INSE ...

ROLR fell -27.49% while peers were mixed: LTRY up 7.87%, BRAG down -0.88%, INSE down -2.5%, others flat. Moves diverge from sector, pointing to stock-specific impact from the offering.

Historical Context

5 past events · Latest: Jan 19 (Negative)

Pattern 5 events

Date	Event	Sentiment	Move	Catalyst
Jan 19	Equity offering priced	Negative	-27.5%	Pricing of $25M registered direct offering at $13.21 per share.
Jan 16	Marketing LOI	Positive	-28.9%	Non-binding LOI with Leverage Game Media for U.S. prediction markets.
Jan 16	Marketing LOI	Positive	-28.9%	Non-binding LOI with Forever Network to support U.S. launch.
Jan 15	Marketing LOI	Positive	+25.7%	LOI with Lines.com as distribution and media partner.
Jan 15	Strategic partnership	Positive	+25.7%	Collaboration with Power Protocol on Web3-enabled engagement.

Pattern Detected

ROLR has shown large reactions to capital markets and partnership news, with offerings drawing sharp declines and some partnership LOIs seeing either strong rallies or equally sharp selloffs.

Recent Company History

Over the past week, High Roller announced multiple strategic initiatives and financings. On Jan 15, a Web3 collaboration with Power Protocol and a marketing LOI with Lines.com both coincided with gains of 25.73%. Subsequent LOIs with Forever Network and Leverage Game Media on Jan 16 each saw declines of 28.93%, highlighting volatile reactions to non-binding deals. The Jan 19 pricing of a $25 million registered direct offering triggered a -27.49% move. Today’s closing of that same offering continues this capital-raise driven pressure.

Regulatory & Risk Context

Active S-3 Shelf · $150,000,000

Shelf Active

Active S-3 Shelf Registration 2025-11-12

$150,000,000 registered capacity

High Roller has an effective Form S-3 shelf filed on Nov 12, 2025, allowing issuance of up to $150,000,000 of securities over time. The current registered direct offering of 1,892,506 common shares under this shelf demonstrates that the company can access equity capital, which may introduce further dilution risk if additional takedowns occur.

Market Pulse Summary

This announcement closes a previously priced registered direct offering of 1,892,506 shares at $13.2...

Analysis

This announcement closes a previously priced registered direct offering of 1,892,506 shares at $13.21, providing about $25M in gross proceeds and roughly $22.6M net for marketing, expansion, and development. It builds on the Form S-3 shelf allowing up to $150M of securities and follows recent strategic partnership news. Investors may watch how the added capital translates into revenue growth versus the increased share count of 10,820,173 and stated per-share dilution of $11.06.

Key Terms

registered direct offering, shelf registration statement, prospectus supplement, placement agent

4 terms

registered direct offering financial

"announced the closing of its previously announced registered direct offering of 1,892,506 shares"

A registered direct offering is a way for a company to sell new shares of its stock directly to select investors with regulatory approval. This method allows the company to raise funds quickly and efficiently without needing a public auction, similar to offering exclusive access to a limited number of buyers. For investors, it often provides an opportunity to purchase shares at a favorable price, while giving the company immediate access to capital.

shelf registration statement regulatory

"The offering was made pursuant to an effective shelf registration statement that has been filed"

A shelf registration statement is a document a company files with regulators that allows it to sell shares or bonds quickly when it’s a good time to raise money. It’s like having a pre-approved plan ready so the company can act fast without going through lengthy paperwork each time they want to sell, making fundraising more flexible.

prospectus supplement regulatory

"The final prospectus supplement relating to the offering was filed with the SEC"

A prospectus supplement is an additional document provided alongside a company's main offering details, offering updated or extra information about a specific financial product being sold. It helps investors understand the latest terms, risks, and details of the investment, similar to how an update or revision clarifies or expands on original instructions, ensuring they have current and complete information before making a decision.

placement agent financial

"ThinkEquity acted as sole placement agent for the offering."

A placement agent is a professional or firm that helps organizations raise money from investors, such as individuals, institutions, or funds. They act like matchmakers, connecting those seeking investments with the right investors and guiding the process to ensure successful funding. For investors, they can provide access to exclusive opportunities and help navigate complex fundraising efforts.

AI-generated analysis. Not financial advice.

Las Vegas, Nevada, Jan. 21, 2026 (GLOBE NEWSWIRE) -- High Roller Technologies, Inc. (NYSE American: ROLR), operator of the award-winning, premium online casino brands High Roller and Fruta, today announced the closing of its previously announced registered direct offering of 1,892,506 shares of its common stock, par value $0.001 per share (the “Common Stock”) at an offering price of $13.21 per share, for gross proceeds of approximately $25 million, before deducting the placement agent’s fees and offering expenses.

The Company intends to use the proceeds from the offering for sales and marketing, geographic expansion, product development and diversification, and for working capital and general corporate purposes.

ThinkEquity acted as sole placement agent for the offering.

The offering was made pursuant to an effective shelf registration statement that has been filed with the U.S. Securities and Exchange Commission (the “SEC”) on November 12, 2025, and declared effective on December 2, 2025. The final prospectus supplement relating to the offering was filed with the SEC and is available on the SEC's website at http://www.sec.gov. Copies of the final prospectus supplement and the accompanying prospectus relating to the offering may be obtained from ThinkEquity, 17 State Street, 41^st Floor, New York, New York 10004.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction.

About High Roller Technologies, Inc.
High Roller Technologies, Inc. is a leading global online gaming operator known for its innovative casino brands, High Roller and Fruta, listed under the ticker ROLR on the NYSE. The Company delivers a cutting-edge real-money online casino platform that is intuitive and user-friendly. With a diverse portfolio of over 6,000 premium games from more than 90 leading game providers, High Roller Technologies serves a global customer base, offering an immersive and engaging gaming experience in the rapidly expanding multi-billion iGaming industry. The online casino features enhanced search engine optimization, machine learning, seamless direct API integrations, faster load times, and superior scalability.

As an award-winning operator, High Roller Technologies continues to redefine the future of market engagement through innovation, performance, and a commitment to excellence. For more information, please visit the High Roller Technologies, Inc. investor relations website, X, Facebook, and LinkedIn pages.

Forward-Looking Statements
Certain statements in this press release constitute "forward-looking statements" within the meaning of the federal securities laws. Words such as "may," "might," "will," "should," "believe," "expect," "anticipate," "estimate," "continue," "predict," "forecast," "project," "plan," "intend" or similar expressions, or statements regarding intent, belief, or current expectations, are forward-looking statements. Forward-looking statements are neither historical facts nor assurances of future performance. Instead, they are based only on our current beliefs, expectations and assumptions regarding the future of our business, future plans and strategies, projections, anticipated events and trends, the economy and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside of our control. Our actual results and financial condition may differ materially from those indicated in the forward-looking statements. Therefore, you should not rely on any of these forward-looking statements. Important factors that could cause our actual results and financial condition to differ materially from those indicated in the forward-looking statements include such factors as discussed throughout Part I, Item 1A. Risk Factors and Part II, Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations of our Annual Report on Form 10-K for the year ended December 31, 2024 and throughout Part I, Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations and in Part II, Item 1A. Risk Factors of our Quarterly Report on Form 10-Q for the quarter ended September 30, 2025. Any forward-looking statement made by us in this press release is based only on information currently available to us and speaks only as of the date on which it is made. We undertake no obligation to publicly update any forward-looking statement, whether written or oral, that may be made from time to time, whether as a result of new information, future developments or otherwise.

Investor Relations:
ir@highroller.com
800-460-1039

FAQ

How many shares did High Roller Technologies (ROLR) issue in the Jan 21, 2026 offering?

The company issued 1,892,506 shares of common stock.

What price per share did ROLR sell shares for in the registered direct offering?

Shares were sold at an offering price of $13.21 per share.

How much gross capital did High Roller Technologies raise in the offering on Jan 21, 2026?

The offering generated approximately $25 million in gross proceeds before fees and expenses.

What will High Roller Technologies use the $25 million raised for?

The company intends to use proceeds for sales and marketing, geographic expansion, product development and diversification, and working capital and general corporate purposes.

Who acted as placement agent for ROLR's registered direct offering?

ThinkEquity acted as the sole placement agent for the offering.

When was the shelf registration for High Roller Technologies declared effective?

The shelf registration was filed on Nov 12, 2025 and declared effective on Dec 2, 2025.