High Roller Technologies: restates 2026 quarterly financials by $1,000,000

What happened

• On Oct 15, 2026, the audit committee of High Roller Technologies, Inc. concluded, after discussion with senior management, that the company’s unaudited condensed consolidated financial statements for the periods ended Mar 31, 2026 and Jun 30, 2026 should no longer be relied upon and should be restated.
• The company reported that it recognized the approximately $1,000,000 grant-date fair value of placement agent warrants as general and administrative expense but that amount should have been recorded as a reduction of additional paid-in capital. The company intends to amend its Form 10-Q reports for the quarterly periods ended Mar 31, 2026 and Jun 30, 2026 on Oct 16, 2026.

Key details

• The error is non-cash and does not affect revenue, cash and cash equivalents, working capital, total stockholders’ equity or net cash flows.
• Correcting the error will reduce previously reported net loss by approximately $1,000,000: from $3,000,000 to $2,000,000 (from $0.29 to $0.19 per share) for the three months ended Mar 31, 2026, and from $5,300,000 to $4,300,000 (from $0.50 to $0.41 per share) for the six months ended Jun 30, 2026.
• General and administrative expense and loss from operations were overstated by approximately $1,000,000, and additional paid-in capital and accumulated deficit were each overstated by $1,000,000 as of Mar 31, 2026 and Jun 30, 2026.
• Management identified an additional material weakness in internal control over financial reporting as of Mar 31, 2026 and Jun 30, 2026 related to the operation of its management review control over the accounting for significant and unusual transactions, and intends to remediate by strengthening technical accounting resources and review of significant and unusual transactions.

Why it may matter

• The filing reports Item 4.02 (non-reliance on previously issued financial statements), covering the company’s conclusion that its prior quarterly financial statements should be restated and disclosure of a related internal control weakness and remediation plan.
• An SEC filing does not show why the insider traded or why the company acted.