High Roller Technologies (NYSE: ROLR) granted NYSE American compliance plan to Dec 2026
Rhea-AI Filing Summary
High Roller Technologies, Inc. reported that NYSE American has accepted its plan to regain compliance with continued listing standards and granted a plan period through December 4, 2026. The company had previously been notified that it failed to meet the exchange’s requirement for at least $4.0 million in stockholders’ equity when a company has losses in three of the four most recent fiscal years. As of March 31, 2025, High Roller reported stockholders’ equity of $2.8 million and losses in the three most recent fiscal years ended December 31, 2024.
During the plan period, NYSE American will periodically review the company’s progress. If High Roller does not regain compliance by the deadline, or fails to make progress consistent with its plan, the exchange may start delisting proceedings, which the company would have the right to appeal. The common stock will continue trading on NYSE American while the plan is in effect, so long as other listing requirements are met, and the notice does not change the company’s operations or SEC reporting obligations.
Positive
- None.
Negative
- NYSE American non-compliance and delisting risk: High Roller had stockholders’ equity of $2.8 million as of March 31, 2025, below the $4.0 million requirement with three years of losses, and faces potential delisting if it fails to regain compliance by December 4, 2026.
Insights
NYSE American accepted High Roller’s remediation plan but delisting risk remains if equity is not improved by December 2026.
High Roller Technologies has secured a compliance plan period from NYSE American through
The plan period gives time, but not certainty. NYSE American will review progress periodically and may initiate delisting if the company’s actions do not track the plan or if equity is not restored by the deadline. The shares remain listed for now, so trading liquidity is preserved, but the text explicitly notes there can be no assurances the company will regain compliance or avoid triggering other listing issues.
For investors assessing risk, the central hinge is whether management can improve stockholders’ equity and financial performance sufficiently before
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Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing
On August 19, 2025, High Roller Technologies, Inc. (the “Company”) received notice from the NYSE American LLC (“NYSE American”) that it had accepted the Company’s plan to regain compliance with the NYSE American continued listing standards and granted a plan period through December 4, 2026 (“Plan Period Deadline”). As previously disclosed on June 6, 2025, the Company received a letter from the NYSE American stating that the Company was not in compliance with the continued listing standards set forth in Sections 1003(a)(ii) of the NYSE American Company Guide, which require stockholders’ equity of $4.0 million or more if the Company has reported losses from continuing operations and/or net losses in three of the four most recent fiscal years. As of March 31, 2025, the Company had stockholders’ equity of $2.8 million and had losses in the most recent three fiscal years ended December 31, 2024, and was not eligible for any exemption in Section 1003(a) of the Company Guide from the stockholder’s equity requirements.
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 not make progress consistent with its plan during the plan period, then the NYSE American may initiate delisting proceedings. The Company may appeal a staff delisting determination in accordance with the NYSE American rules.
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, operations or reporting requirements with the U.S. Securities and Exchange Commission.
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 events occurring subsequent to the Company’s formulation of the plan or its acceptance by the NYSE American, will not adversely affect the Company’s ability to make sufficient progress and/or regain compliance with Section 1003(a)(ii) of the Company Guide on or before the Plan Period Deadline or result in the Company’s failure to be in compliance with other NYSE American continued listing standards.
Item 8.01 Other Events
On August 22, 2025, the Company issued a press release regarding the NYSE American’s acceptance of the Company’s compliance plan, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Forward-Looking Statements
This report contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, including, but not limited to, statements that are based upon management’s current expectations, assumptions, estimates, projections and beliefs. The use of words such as, but not limited to, “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “potential,” “predict,” “project,” “should,” “target,” “will,” or “would” and similar words or expressions are intended to identify forward-looking statements. These statements include, but are not limited to, statements regarding the impact of the Letter and the Company’s ability to comply with the continued listing requirements of the NYSE American. These statements involve risks, uncertainties and other factors that may cause actual results or achievements to be materially different and adverse from those expressed in or implied by the forward-looking statements. New risks and uncertainties may emerge from time to time, and it is not possible to predict all risks and uncertainties. Other risks relating to the Company’s business, including risks that could cause results to differ materially from those projected in the forward-looking statements in this report, are detailed in the Company’s latest Form 10-K filing with the Securities and Exchange Commission, especially under the heading “Risk Factors.” The forward-looking statements in this report speak only as of this date, and the Company disclaims any intent or obligation to revise or update publicly any forward-looking statement except as required by law.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
99.1 |
Press Release of the registrant, dated August 22, 2025 |
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.
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HIGH ROLLER TECHNOLOGIES, INC. | |
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Date: August 22, 2025 |
By: |
/s/ Ben Clemes |
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Ben
Clemes |
FAQ
Why did High Roller Technologies, Inc. (ROLR) receive a NYSE American deficiency notice?
What was High Roller Technologies’ stockholders’ equity when NYSE American evaluated compliance?
How long does High Roller Technologies have to regain NYSE American listing compliance?
What happens if High Roller Technologies does not regain compliance by December 4, 2026?
Will High Roller Technologies’ common stock continue trading on NYSE American during the plan period?
Does the NYSE American notice change High Roller Technologies’ business operations or SEC reporting?
What disclosure did High Roller Technologies make about this NYSE American decision?
