High Roller Technologies, Inc. SEC Filings

High Roller Technologies, Inc. reported the results of its 2025 annual meeting of stockholders held on November 17, 2025. Stockholders approved an amendment to the company’s 2024 Equity Incentive Plan, which is now reflected in the amended plan filed as Exhibit 10.1.

Director nominees, including Michael Cribari, Brandon Eachus, Daniel Bradtke, Jonas Martensson, Kristen Britt, and David Weild IV, were elected with roughly 5.68 million votes cast in favor for each and minimal votes withheld, along with 91,420 broker non‑votes. The equity plan amendment proposal received 5,667,333 votes for, 19,627 against and 500 abstentions, with 91,420 broker non‑votes. A separate matter received 5,773,076 votes for, 5,804 abstentions and no votes against. Quorum was established with 5,778,880 of 8,467,841 common shares entitled to vote present in person or by proxy.

High Roller Technologies, Inc. filed a Form S-3 shelf registration to offer up to $150,000,000 of common stock, preferred stock, warrants, rights, and units from time to time, with terms to be set in future prospectus supplements. The filing references General Instruction I.B.6, limiting sales to no more than one-third of public float in any 12-month period while the float is below $150,000,000.

The company’s common stock trades on the NYSE American under “ROLR.” As context, the last reported sale price was $2.56 on November 11, 2025. The aggregate market value of non‑affiliate common stock was approximately $9,280,387.53 based on 8,497,511 shares outstanding and a $3.27 per‑share price as of September 23, 2025. Unless otherwise noted in a supplement, net proceeds will be used for general corporate purposes, including working capital.

The plan of distribution permits offerings through underwriters, dealers, agents, or direct sales, at fixed or market‑related prices, and the company may enter into a continuous offering program equity distribution agreement.

High Roller Technologies, Inc. (ROLR) furnished a press release announcing financial results for the three and nine months ended September 30, 2025, and disclosed a leadership change.

The Board appointed Jake Francis, 43, as Chief Operating Officer, effective November 12, 2025. He joined after consulting with the company since October 2025 and brings nearly two decades of technical, regulatory, and operational experience, including roles at BlueBet (SVP Operations, March 2022–March 2025), Hard Rock Atlantic City (Director of Internet Gaming Compliance, February 2018–March 2019), NYX Gaming Group (risk management, November 2014–February 2018), and Penn Entertainment (Senior Director, Operations, March 2007–January 2014). The company states there are no related-party or appointing arrangements requiring disclosure.

The earnings press release dated November 11, 2025 and a separate release on the COO appointment dated November 12, 2025 were furnished as Exhibits 99.1 and 99.2.

High Roller Technologies (ROLR) filed its Q3 2025 10‑Q, showing a return to profit driven by an income tax benefit. Revenue was $6.3 million for the quarter versus $7.5 million a year ago, while operating income reached $0.08 million versus a $0.47 million loss last year. Net income was $3.67 million versus a $0.50 million loss, reflecting a $3.64 million discrete tax benefit from releasing a valuation allowance at a Maltese subsidiary.

For the first nine months, revenue was $20.0 million and net loss narrowed to $0.2 million. Adjusted EBITDA was $0.62 million in Q3. Cash and cash equivalents were $2.7 million as of September 30, 2025, with total assets of $16.0 million and stockholders’ equity of $6.6 million. The company reported a net working capital deficiency of $4.8 million and used $4.5 million of cash in operating activities year‑to‑date, and management concluded there is “substantial doubt” about its ability to continue as a going concern.

Net gaming revenue was $4.9 million in Q3, led by Finland ($2.69 million), with non‑core services contributing $1.42 million. Shares outstanding were 8,497,511 as of November 12, 2025.

High Roller Technologies, Inc. is soliciting proxies for its virtual annual meeting on November 17, 2025 where stockholders will vote to elect six directors, ratify WithumSmith+Brown, PC as independent auditors for the fiscal year ending December 31, 2025, and consider a Plan Amendment to increase the equity reserve for the 2024 Incentive Compensation Plan from 1.7 million to 4.2 million shares. The proxy materials point to the company’s Annual Report on Form 10-K filed March 21, 2025, and provide online voting instructions. The filing discloses a January 2024 CEO succession where Ben Clemes succeeded Mr. Cribari. It also describes ongoing commercial relationships with Happy Hour Solutions, including a Nominee Agreement and a March 2024 Online Gaming Operations Agreement under which the company supplies services and recognizes revenues. The Audit Committee confirmed WithumSmith+Brown’s independence and recommended inclusion of audited financials in the 10-K.

High Roller Technologies, Inc. (ROLR) filed an Initial Statement of Beneficial Ownership (Form 3) reporting that Seth Adam Young, named as Chief Executive Officer and a director, beneficially owns 2,255 shares of common stock as of the event date 09/01/2025. The filing provides the reporting person's address and indicates the form was signed on 09/02/2025.

Ben Clemes, Chief Executive Officer of High Roller Technologies, Inc. (ROLR), reported purchasing common stock on 08/19/2025. The Form 4 shows open-market purchases totaling 5,754 shares at a weighted average price of $2.53 per share, with individual trade prices ranging from $2.375 to $2.60. After these transactions the reporting person beneficially owned 160,607 shares. The filing states the purchases were made in accordance with the issuer's trading policies. The Form 4 is signed by Ben Clemes on 08/20/2025.