High Roller Technologies to Restate Q1 and Q2 2026 Financials Over Warrant Error
High Roller Technologies, Inc. filed a Form 8-K on October 15, 2026, stating that its previously issued unaudited condensed consolidated financial statements for the periods ended March 31, 2026, and June 30, 2026, should no longer be relied upon. The Audit Committee of the Board of Directors concluded, after discussion with senior management, that the financials require restatement due to an error in the accounting for warrants issued to a placement agent for the company's January 2026 registered direct offering. The error involved recognizing the approximately $1.0 million grant-date fair value of the warrants as a general and administrative expense rather than as a reduction of additional paid-in capital.
High Roller Technologies, Inc. filed a Form 8-K on October 15, 2026, stating that its previously issued unaudited condensed consolidated financial statements for the periods ended March 31, 2026, and June 30, 2026, should no longer be relied upon. The Audit Committee of the Board of Directors concluded, after discussion with senior management, that the financials require restatement due to an error in the accounting for warrants issued to a placement agent for the company's January 2026 registered direct offering. The error involved recognizing the approximately $1.0 million grant-date fair value of the warrants as a general and administrative expense rather than as a reduction of additional paid-in capital.
The misclassification overstated general and administrative expense and loss from operations by $1.0 million. Consequently, the company's previously reported net loss for the three months ended March 31, 2026, will be reduced from $3.0 million to $2.0 million. This adjustment lowers the basic and diluted loss per share from $0.29 to $0.19. For the six months ended June 30, 2026, the net loss will decrease from $5.3 million to $4.3 million, reducing the basic and diluted loss per share from $0.50 to $0.41. The error is non-cash and does not affect revenue, cash and cash equivalents, working capital, total stockholders' equity, or net cash flows. However, additional paid-in capital and accumulated deficit were each overstated by $1.0 million as of both March 31, 2026, and June 30, 2026.
The error arose in the first quarter of 2026 and does not affect the results of operations for the three months ended June 30, 2026. High Roller Technologies intends to file amended Quarterly Reports on Form 10-Q for both periods on October 16, 2026. These amended reports will also include corrections to presentation and disclosures that do not impact financial position, results of operations, or cash flows. In connection with the error, management identified a material weakness in internal control over financial reporting related to management review controls over significant and unusual transactions.
The company plans to remediate this weakness by strengthening technical accounting resources and its review processes for significant transactions. The Audit Committee has discussed the matter with WithumSmith+Brown, PC, the company's independent registered public accounting firm. Additionally, the Compensation Committee reviewed the company's Clawback Policy and determined that the restatement does not require the recovery of any awarded compensation. High Roller Technologies is listed on NYSE American LLC under the ticker symbol ROLR and is headquartered in Las Vegas, Nevada.