High Roller Technologies prices $25M stock offering

High Roller Technologies, Inc. entered into a placement agent agreement for a registered direct stock offering.

Rhea-AI Filing Summary

High Roller Technologies, Inc. entered into a placement agent agreement for a registered direct stock offering. The company agreed to sell 1,892,506 shares of common stock at $13.21 per share, for expected gross proceeds of approximately $25 million before fees and expenses. The closing is expected to occur on January 21, 2026, subject to customary conditions.

The shares are being issued under an effective Form S-3 shelf registration. The company plans to use the net proceeds for sales and marketing, operational costs, product development and diversification, geographic expansion, and general corporate purposes and working capital, and may also in-license or acquire complementary businesses or products. High Roller will pay ThinkEquity a 7.0% cash fee and a 1.0% non-accountable expense allowance on gross proceeds, reimburse specified expenses up to stated caps, and issue placement agent warrants to purchase 94,625 shares at an exercise price of $16.5125 per share with a five-year term.

Insights

Equity Capital Markets Analyst

High Roller raises $25M via a direct equity sale, adding cash while creating new shares and placement agent warrants.

High Roller Technologies arranged a registered direct offering of 1,892,506 common shares at $13.21 per share, targeting gross proceeds of about $25 million. Because this is under an existing Form S-3 shelf, the capital can be raised quickly with standard documentation, and closing is expected on January 21, 2026 subject to customary conditions.

Net proceeds are earmarked for sales and marketing, operating costs, product development and diversification, geographic expansion, and general corporate purposes and working capital, with an additional option to in-license or acquire complementary businesses or products. This provides flexibility to fund growth initiatives and day-to-day needs, though actual outcomes will depend on how effectively the funds are deployed.

The company is compensating ThinkEquity with a 7.0% cash fee on the aggregate purchase price, a 1.0% non-accountable expense allowance on gross proceeds, and capped reimbursements for specified expenses. It is also issuing placement agent warrants for 94,625 shares at an exercise price of $16.5125 per share, exercisable immediately for five years. These elements increase overall transaction costs and introduce additional potential share issuance over time, so the trade-off between added capital and dilution will be an important consideration as investors assess future disclosures.

8-K Event Classification

3 items: 1.01, 8.01, 9.01

3 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

FAQ

What equity financing did High Roller Technologies (ROLR) announce in this 8-K?

High Roller Technologies entered into a placement agent agreement for a registered direct offering of 1,892,506 shares of common stock at an offering price of $13.21 per share.

How much cash does High Roller Technologies (ROLR) expect to raise from the offering?

The company expects gross proceeds of approximately $25 million from the sale of 1,892,506 shares, before placement agent fees and other offering expenses.

What will High Roller Technologies (ROLR) use the net proceeds of the offering for?

The company plans to use net proceeds for sales and marketing, operational costs, product development and diversification, geographic expansion, and general corporate purposes and working capital, and may also in-license, acquire or invest in complementary businesses or products.

What fees and compensation is High Roller Technologies paying to the placement agent ThinkEquity?

High Roller agreed to pay ThinkEquity a 7.0% cash fee on the aggregate purchase price, a 1.0% non-accountable expense allowance on gross proceeds, reimburse specified expenses up to stated caps, and issue placement agent warrants.

What are the key terms of the placement agent warrants issued by High Roller Technologies (ROLR)?

The company will issue placement agent warrants to purchase up to 94,625 shares of common stock, exercisable immediately at an exercise price of $16.5125 per share, with a term of five years from issuance.

Under what registration statement is High Roller Technologies conducting this offering?

The shares are being offered and sold under the company’s effective Form S-3 registration statement (File No. 333-291464), including a base prospectus filed with the SEC on November 12, 2025 and declared effective on December 2, 2025.

When is the closing of High Roller Technologies’ registered direct offering expected?

The closing of the offering is expected to occur on January 21, 2026, subject to the satisfaction of customary closing conditions.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 01/20/2026 - 08:08 PM Learn about SEC filing dates

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event Reported): January 19, 2026

HIGH ROLLER TECHNOLOGIES, INC.

(Exact Name of Registrant as Specified in Charter)

001-42202

(Commission File Number)

Delaware		87-4159815
(State or Other Jurisdiction of Incorporation)		(I.R.S. Employer Identification Number)

400 South 4th Street, Suite 500-#390
Las Vegas, Nevada 89101

(Address of principal executive offices, with zip code)

(702) 509-5244

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act: 

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.001 per share		ROLR		NYSE American LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR§230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

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 1.01 Entry into a Material Definitive Agreement

On January 19, 2026, High Roller Technologies, Inc. (the “Company”), entered into a placement agent agreement (the “Placement Agent Agreement”) with ThinkEquity LLC (“the “Placement Agent”), pursuant to which the Company agreed to issue and sell directly to several investors, in a registered direct offering (the “Offering”) an aggregate of 1,892,506 shares (the “Shares”) of the common stock, par value $0.001 (the “Common Stock”), at an offering price of $13.21 per Share. The Offering was priced at the Minimum Price in accordance with the NYSE American’s rules.

The Shares were offered and sold by the Company pursuant to the Company’s effective 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 closing of the Offering is expected to occur on January 21, 2026, subject to the satisfaction of customary closing conditions. The gross proceeds to the Company from the Offering are expected to be approximately $25 million, before deducting placement agent fees and expenses and estimated offering expenses payable by the Company. The Company intends to use the net proceeds received from the Offering for (i) sales and marketing, (ii) operational costs, (iii) product development and diversification, (iv) geographic expansion, and (v) and for general corporate purposes and working capital. The Company may also use a portion of the net proceeds to in-license, acquire or invest in complementary businesses or products, however, the Company has no current commitments or obligations to do so.

Pursuant to the Placement Agent Agreement, the Company agreed to pay the Placement Agent a cash fee equal to 7.0% of the aggregate purchase price paid by the purchasers in the Offering. In addition, the Company agreed to pay a non-accountable expense allowance to the Placement Agent equal to 1% of the gross proceeds received in the Offering. The Company also agreed to reimburse the Placement Agent for all reasonable and out-of-pocket expenses incurred in connection with the Placement Agent’s engagement, including reasonable fees and expenses of the Placement Agent’s legal counsel, not to exceed $100,000, cost associated with the use of Ipreo’s book building, prospectus tracking and compliance software for the Offering, for data services and communications expenses of up to $15,000; up to $5,000 of the placement agent’s actual accountable “road show” expenses; and up to $10,000 of the placement agent’s market making and trading, and clearing firm settlement expenses for the offering. In addition, the Company agreed to issue to ThinkEquity or its designees warrants (the “Placement Agent Warrants”) to purchase up to an aggregate of 94,625 shares of the Company’s Common Stock. The Placement Agent Warrants are exercisable immediately upon issuance at an exercise price of $16.5125 per share and have a term of exercise equal to five years from the date of issuance.

The Placement Agent Agreement contains customary representations and warranties, agreements and obligations, conditions to closing and termination provisions. The foregoing descriptions of terms and conditions of the Placement Agent Agreement and the Placement Agent Warrants do not purport to be complete and are qualified in their entirety by the full text of the form of the Placement Agent Agreement and the form of Placement Agent Warrant, copies of which are attached hereto as Exhibits 1.1, and 4.1, respectively.

The legal opinion and consent of Sichenzia Ross Ference Carmel LLP relating to the validity of the securities issued in the Offering is filed herewith as Exhibit 5.1.

Item 8.01 Other Events.

On January 19, 2026, the Company issued a press release announcing the pricing of the Offering, a copy of which is furnished as Exhibit 99.1 to this Form 8-K.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
1.1		Placement Agency Agreement dated January 19, 2026
4.1		Form of Placement Agent Warrant (included in Exhibit 1.1)
5.1		Opinion of Sichenzia Ross Ference Carmel LLP
23.1		Consent of Sichenzia Ross Ference Carmel LLP (included in Exhibit 5.1)
99.1		Press release of High Roller Technologies, Inc. dated January 19, 2026
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	HIGH ROLLER TECHNOLOGIES, INC.
Date: January 20, 2026	By:	/s/ Adam Felman
		Adam Felman Chief Financial Officer