Every 8-K that High Roller Technologies, Inc. (ROLR) has filed with the SEC in the last 24 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.
A 8-K covers material events a company has to report between its quarterly reports, so if you follow ROLR and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full ROLR filings page.
High Roller Technologies, Inc. reported second-quarter 2026 results showing a business transition toward regulated U.S. prediction markets alongside weaker near-term financial performance. Net revenues were $2.8 million, down 52% from $5.8 million a year earlier as the company exited certain online casino markets and adopted a more focused marketing strategy. Total operating expenses fell 23% to $5.3 million, but loss from operations widened to $2.5 million.
Net loss from continuing operations was $2.4 million, or $(0.22) per share, versus a $1.2 million loss, or $(0.14) per share, in the prior-year quarter. Adjusted EBITDA was a loss of $1.8 million compared with a $0.2 million loss. As of June 30, 2026, cash and cash equivalents were $18.0 million and stockholders’ equity was $29.6 million, with total assets of $36.7 million and total liabilities of $7.1 million.
Strategically, High Roller advanced its planned U.S. prediction markets launch through an agreement with Crypto.com | Derivatives North America, NFA approval of ROLR US LLC as a Guaranteed Introducing Broker, new marketing partnerships, the launch of the ROLR consumer brand and Free-To-Trade Prediction Challenge, and inclusion in the Russell Microcap Index.
High Roller Technologies, Inc. reported results of its June 30, 2026 annual stockholder meeting. Stockholders approved an amendment to the Company’s 2024 Equity Incentive Plan, which is filed as Exhibit 10.1.
Holders of 7,562,064 of the 10,968,987 common shares entitled to vote were present in person or by proxy. All director nominees received between 6,214,820 and 6,264,080 votes “for,” with relatively small “withheld” votes and 1,145,353 broker non-votes for each nominee.
A proposal related to the plan amendment received 6,312,420 votes “for,” 100,521 “against,” 3,767 abstentions and 1,145,356 broker non-votes. Another proposal passed with 7,473,420 votes “for,” 3,738 “against” and 84,906 abstentions.
High Roller Technologies announced that its wholly owned subsidiary, ROLR US LLC, has been approved as a National Futures Association member and registered as a guaranteed introducing broker under a guarantee agreement with OG Markets US, Inc., doing business as Crypto.com FCM.
Under this structure, Crypto.com FCM will carry customer accounts introduced through the ROLR platform and provide transaction-processing, custody and regulatory infrastructure, while ROLR US LLC will not hold customer funds. Eligible ROLR customers are expected to access event contracts from Crypto.com | Derivatives North America across sports, finance, entertainment and other real-world events.
Crypto.com | Derivatives North America will be the exclusive provider of prediction contracts on High Roller’s U.S. platform for the initial 24 months of their collaboration, and High Roller expects to participate economically through a revenue-sharing arrangement tied to customer activity. Management describes this registration as a key regulatory milestone toward the planned U.S. commercial launch of the ROLR prediction markets platform.
High Roller Technologies reported Q1 2026 net revenues of $3.4 million, down 35% from $5.2 million a year earlier, as it exited certain markets and cut casino marketing spend. Net loss from continuing operations narrowed to $3.0 million, or $(0.29) per share, from $3.7 million, or $(0.44) per share.
Adjusted EBITDA improved to $(1.3) million from $(3.0) million, reflecting sharply lower operating expenses. Management highlighted a strengthened balance sheet, with working capital moving from a $3.7 million deficit at December 31, 2025 to positive $18.1 million and $23.1 million in cash and restricted cash and no debt at March 31, 2026.
During the quarter the company completed a $25 million registered direct equity offering and a $1.0 million strategic investment, regained compliance with NYSE American listing standards, and advanced a planned U.S. prediction markets launch via a definitive agreement with Crypto.com | Derivatives North America and multiple marketing and licensing partnerships.
High Roller Technologies, Inc. disclosed the timing and mechanics for its 2026 annual meeting of stockholders. The annual meeting will be held on June 30, 2026.
Stockholder proposals and director nominations for inclusion in the company’s proxy materials under Rule 14a-8 must be received by the Secretary at the Las Vegas headquarters by the close of business on May 4, 2026. Proposals or nominations outside Rule 14a-8 must also arrive by May 4, 2026 and comply with the company’s Bylaws and SEC rules.
To comply with the SEC’s universal proxy rules, stockholders who plan to solicit proxies for their own director nominees must deliver the notice required by Rule 14a-19 no later than May 1, 2026.
High Roller Technologies, Inc. entered a Mutual Collaboration Agreement with Crypto.com affiliates, under which High Roller will act as a guaranteed introducing broker and offer CDNA’s event-based prediction market contracts through a mobile platform in the United States. CDNA will be the exclusive provider of these contracts through High Roller’s technology in the U.S. for the first 24 months of an initial two-year term, which renews automatically for 12 months unless terminated. High Roller also signed a definitive strategic marketing agreement with Lines.com, making Lines.com an exclusive media and distribution partner to drive customer acquisition and brand awareness for High Roller’s planned U.S. prediction markets launch. The Lines.com agreement was reviewed and approved under the company’s related party transaction policies.
High Roller Technologies, Inc. has regained full compliance with the NYSE American continued listing standards. The exchange notified the company on March 31, 2026 that it now meets the stockholders’ equity requirement under Section 1003(a)(ii), which called for at least $4.0 million of equity.
The prior deficiency was cured after High Roller demonstrated compliance with the stockholders’ equity standard for two consecutive quarters under Section 1009(f). As a result, the compliance indicator was removed from the ROLR trading symbol beginning April 1, 2026, and the company was taken off NYSE American’s list of noncompliant issuers, while remaining subject to normal ongoing monitoring.
High Roller Technologies, Inc. approved discretionary cash bonuses for its two top executives. Chief Executive Officer Seth Young will receive a cash bonus of $250,000, and Chief Financial Officer Adam Felman will receive a cash bonus of $50,000. These awards were approved by the Board of Directors on the recommendation of its Compensation Committee.
High Roller Technologies reported fourth quarter and full year 2025 results showing weaker revenue but a sharp move to profitability and a major strategic shift. Q4 2025 net revenues from continuing operations were $4.7 million versus $5.9 million in Q4 2024, yet net income from continuing operations improved to $2.7 million from a $3.0 million loss, with Adjusted EBITDA improving to negative $427 thousand from negative $2.3 million.
For 2025, net revenues from continuing operations were $20.5 million, down 11.9% from $23.2 million in 2024, while total operating expenses fell to $26.6 million from $31.7 million. Loss from operations narrowed to $6.2 million from $8.5 million, and net income from continuing operations turned positive at $690 thousand versus an $8.6 million loss; total net income was $3.2 million compared to a $5.9 million loss.
Adjusted EBITDA from continuing operations improved to negative $3.7 million from negative $5.7 million. Cash and cash equivalents were $2.1 million with $589 thousand restricted as of December 31, 2025. After year-end, the company raised $26.0 million, including a $1.0 million strategic investment by Saratoga Casino Holdings and a $25.0 million registered direct offering. Strategically, High Roller is planning expansion into regulated U.S. prediction markets through a binding partnership with Crypto.com | Derivatives North America and pursuing new sportsbook, marketing, and responsible gaming partnerships while adding senior executives to support growth.
High Roller Technologies, Inc. reported that it issued four press releases on January 15 and 16, 2026 describing new business developments. One release covers a partnership with Power Protocol to introduce a Web-3 enabled, incentive-driven engagement offering. Three additional releases state that High Roller plans or signs letters of intent for strategic marketing agreements with Lines.com, Forever Network, and Leverage Game Media to support and amplify its planned U.S. prediction markets launch. The company notes that the information in these press releases is being furnished under an other-events disclosure and is not deemed filed under securities laws unless specifically incorporated by reference elsewhere.
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.
High Roller Technologies, Inc. entered into a binding letter of intent with Foris DAX Markets, Inc. for a proposed strategic partnership around prediction-based derivatives contracts. Under this framework, North American Derivatives Exchange, Inc. d/b/a Crypto.com | Derivatives North America, a subsidiary of FDMI, would offer derivatives contracts on specific events using technology licensed from High Roller.
The letter of intent covers exclusivity, public relations and marketing commitments, anticipated term, and how the partnership will be publicly announced. The transaction still depends on negotiating and signing definitive agreements and satisfying closing conditions, and there is no assurance it will be completed. High Roller plans to include the full letter of intent in its Form 10-K for the year ended December 31, 2025, and issued a press release on January 14, 2026 describing the agreement.
High Roller Technologies, Inc. entered into a stock purchase agreement with an accredited investor for a private placement of 357,143 common shares at $2.80 per share, for expected gross proceeds of about $1,000,000. The company plans to use the cash for working capital and other general corporate purposes, and expects the transaction to close on January 12, 2026, subject to customary conditions. The investor agreed to a 180-day lock-up on these shares, and High Roller will file a registration statement to cover their resale within 45 days of the agreement date.
The board also approved an increase in Chief Executive Officer Seth Young’s annual base salary to $330,000, effective January 1, 2026. The company issued a press release describing the private placement and included the stock purchase agreement and press release as exhibits.
High Roller Technologies, Inc. completed an acquisition on December 31, 2025 through its wholly owned Malta subsidiary, Deepdive Holdings Ltd. Deepdive acquired 100% of the issued and outstanding shares of Happy Hour Solutions Ltd., gaining full ownership and control of the company, which holds a valid remote gambling license issued by the Estonian Tax and Customs Board (EMTA). As consideration, Deepdive assigned and transferred to the seller the domain name www.casinoroom.com and all related variations and extensions, as specified in the share transfer agreement.
The filing notes various overlapping interests between the buyer’s parent company, the seller’s group and the target. Spike Up Media A.B., a shareholder of High Roller owning in the aggregate less than 10% of the outstanding shares, also owns less than 10% of the outstanding shares of the target. In addition, certain directors and shareholders of High Roller hold interests in both Spike Up Media and the target, with a group of the company’s shareholders and one director collectively owning approximately 66% of the target.
High Roller Technologies, Inc. entered into a material share transfer agreement under which its wholly owned subsidiary, Deepdive Holdings Ltd., will acquire all of the issued and outstanding shares of Happy Hour Solutions Ltd. from Happy Hour Entertainment Holdings Ltd. The Target’s shares represent 100% of its issued and allotted share capital, and the Target holds a valid remote gambling license issued by the Estonian Tax and Customs Board.
As part of the consideration structure, the Seller agreed to assign and transfer to the Buyer the www.casinoroom.com domain name and all related variations and extensions. The transaction is expected to close on or about December 31, 2025. The filing also notes that Spike Up Media A.B., a shareholder of High Roller Technologies, owns less than 10% of the Company and less than 10% of the Target, and that certain Company directors and shareholders collectively hold interests in the Target of approximately 66%.
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. (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, Inc. announced a leadership transition, with Chief Executive Officer Ben Clemes resigning effective August 31, 2025. The company states that his resignation was not due to any disagreement regarding operations, policies, or practices.
The Board of Directors appointed Seth Young, age 41, as the new Chief Executive Officer effective September 1, 2025. Young has served as the company’s Chief Strategy Officer since April 2025 and previously held senior roles at PointsBet, FSG Digital, and Foxwoods Resort Casino, primarily focused on innovation, online gaming, and corporate development. The company notes there are no special arrangements or family relationships tied to his appointment and no material related-party transactions requiring disclosure.
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.
High Roller Technologies, Inc. furnished a Current Report announcing it issued a press release reporting financial results for the three months ended June 30, 2025. The press release is attached as Exhibit 99.1 and an Inline XBRL cover page is provided as Exhibit 104. The company states the information is furnished and not filed for purposes of Section 18 of the Exchange Act, limiting its incorporation by reference into other filings.
The body of the 8-K does not present the line-item financial statements or results in-line; readers must consult Exhibit 99.1 for the detailed financial disclosures.