High Roller Technologies, Inc. Prices $25 Million Registered Direct Offering

Rhea-AI Summary

High Roller Technologies (NYSE American: ROLR) priced a registered direct offering of 1,892,506 common shares at $13.21 per share, generating approximately $25 million in gross proceeds before fees and expenses. The company intends to use net proceeds for sales and marketing, geographic expansion, product development and diversification, and working capital. The offering is expected to close on January 21, 2026, subject to customary closing conditions, with ThinkEquity as sole placement agent. The securities will be offered under a Form S-3 shelf registration and via a written prospectus and prospectus supplement filed with the SEC.

Positive

• Raised approximately $25 million in gross proceeds
• Proceeds earmarked for sales, expansion, and product development

Negative

• Issued 1,892,506 new shares, causing shareholder dilution
• Net proceeds reduced by placement agent fees and offering expenses

News Market Reaction

-27.49%

61 alerts

-27.49% News Effect

+7.9% Peak Tracked

-31.9% Trough Tracked

-$54M Valuation Impact

$143M Market Cap

1.3x Rel. Volume

On the day this news was published, ROLR declined 27.49%, reflecting a significant negative market reaction. Argus tracked a peak move of +7.9% during that session. Argus tracked a trough of -31.9% from its starting point during tracking. Our momentum scanner triggered 61 alerts that day, indicating high trading interest and price volatility. This price movement removed approximately $54M from the company's valuation, bringing the market cap to $143M at that time.

Data tracked by StockTitan Argus on the day of publication.

Key Figures

Registered shares: 1,892,506 shares Offering price: $13.21 per share Gross proceeds: $25,000,000 +4 more

7 metrics

Registered shares 1,892,506 shares Common stock in registered direct offering

Offering price $13.21 per share Price for registered direct common stock

Gross proceeds $25,000,000 Approximate gross proceeds before fees

Expected close date January 21, 2026 Target closing of registered direct offering

Shelf capacity $150,000,000 Maximum under Form S-3 shelf registration

Private placement shares 357,143 shares Prior private placement at $2.80 per share

Prior private placement proceeds $1,000,000 Expected gross proceeds from Jan 2026 private placement

Market Reality Check

Price: $8.30 Vol: Volume 7,397,698 vs 20-da...

normal vol

$8.30 Last Close

Volume Volume 7,397,698 vs 20-day average 5,845,444 (relative volume 1.27x) indicates elevated trading ahead of the offering. normal

Technical Shares at $16.88, trading above the 200-day moving average of $2.88 after recent multi-day gains.

Peers on Argus

ROLR shows a sharp -28.93% move while peers are mixed and far less volatile: LTR...

ROLR shows a sharp -28.93% move while peers are mixed and far less volatile: LTRY up 7.87%, BRAG down 4.6%, others near flat. This points to stock-specific dilution rather than a gambling-sector move.

Historical Context

5 past events · Latest: Jan 16 (Positive)

Pattern 5 events

Date	Event	Sentiment	Move	Catalyst
Jan 16	Marketing LOI	Positive	-28.9%	Non-binding LOI with Leverage Game Media to support U.S. prediction markets.
Jan 16	Marketing LOI	Positive	-28.9%	Non-binding LOI with Forever Network to amplify prediction markets launch.
Jan 15	Marketing LOI	Positive	+25.7%	LOI with Lines.com as distribution and media partner for U.S. launch.
Jan 15	Web3 partnership	Positive	+25.7%	Collaboration with Power Protocol on Web3-enabled incentive-driven engagement.
Jan 14	Crypto partnership	Positive	+436.6%	Binding LOI with Crypto.com unit to launch U.S. prediction markets.

Pattern Detected

Positive strategic announcements have triggered large but inconsistent reactions, with some news selling off sharply and others drawing outsized gains.

Recent Company History

Over the past week, High Roller announced multiple initiatives around U.S. prediction markets and Web3 engagement. A binding LOI with Crypto.com | Derivatives North America on Jan 14, 2026 saw a 436.65% move, while follow‑on marketing LOIs on Jan 15–16, 2026 produced mixed reactions, including a 25.73% rise and then a -28.93% drop. Today’s registered direct offering fits into this period of rapid strategic expansion following the earlier partnership and LOIs.

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

The company has an effective Form S-3 shelf filed on Nov 12, 2025 allowing up to $150,000,000 of securities, and this registered direct draw uses that capacity for common stock. Terms for each takedown are set in prospectus supplements and proceeds are designated for general corporate purposes and growth initiatives.

Market Pulse Summary

The stock dropped -27.5% in the session following this news. A negative reaction despite ongoing str...

Analysis

The stock dropped -27.5% in the session following this news. A negative reaction despite ongoing strategic news fits with dilution concerns from the registered direct offering of 1,892,506 shares for about $25,000,000 in gross proceeds. The company already had a Form S-3 shelf for up to $150,000,000, and this drawdown follows a recent private placement. Historically, some positive announcements were sold off, so funding-related headlines could reinforce pressure when investors focus on share issuance.

Key Terms

registered direct offering, shelf registration statement, form s-3, base prospectus, +2 more

6 terms

registered direct offering financial

"today announced the pricing of a registered direct offering for the sale"

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

"pursuant to a shelf registration statement on Form S-3 (File No."

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.

form s-3 regulatory

"shelf registration statement on Form S-3 (File No. 333-291464)"

Form S-3 is a legal document companies use to register their stock sales with the government, making it easier and faster for them to raise money by selling shares to investors. It’s like having a pre-approved shopping list that lets a company quickly sell new shares when they need funds, without going through a lengthy approval process each time.

base prospectus regulatory

"Form S-3 (File No. 333-291464), including a base prospectus, filed"

A base prospectus is a detailed document that provides essential information about a financial offering, such as a bond or share issue. It acts like a comprehensive guide for investors, explaining what the investment involves, the risks involved, and how the process works. This helps investors make informed decisions before committing their money.

prospectus supplement regulatory

"A prospectus supplement and accompanying prospectus describing the terms"

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 is acting 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. 19, 2026 (GLOBE NEWSWIRE) -- High Roller Technologies, Inc. (NYSE American: ROLR), (“High Roller” or the “Company”), operator of the award-winning, premium online casino brands High Roller and Fruta, today announced the pricing of a registered direct offering for the sale 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. The gross proceeds of the offering will be approximately $25 million, before deducting the placement agent’s fees and offering expenses. The Company intends to use the net proceeds from the offering for sales and marketing, geographic expansion, product development and diversification and for working capital and general corporate purposes. All of the shares of Common Stock are being offered by the Company. The offering is expected to close on January 21, 2026, subject to satisfaction of customary closing conditions.

ThinkEquity is acting as sole placement agent for the offering.

The securities will be offered and sold pursuant to a shelf registration statement on Form S-3 (File No. 333-291464), including a base prospectus, filed with the U.S. Securities and Exchange Commission (the “SEC”) on November 12, 2025 and declared effective on December 2, 2025. The offering will be made only by means of a written prospectus. A prospectus supplement and accompanying prospectus describing the terms of the offering will be filed with the SEC on its website at www.sec.gov. Copies of the prospectus supplement and the accompanying prospectus relating to the offering may also be obtained, when available, from the offices of ThinkEquity, 17 State Street, 41^st Floor, New York, New York 10004.

This press release shall not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or 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) offer in the January 2026 registered direct offering?

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

What was the offering price per share for High Roller Technologies (ROLR) on January 20, 2026?

The offering price was $13.21 per share.

When is the High Roller Technologies (ROLR) registered direct offering expected to close?

The offering is expected to close on January 21, 2026, subject to customary closing conditions.

What will High Roller Technologies (ROLR) use the net proceeds from the $25 million offering for?

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

Who is the placement agent for High Roller Technologies (ROLR) registered direct offering?

ThinkEquity is acting as the sole placement agent for the offering.