High Roller Technologies to Restate Two 2026 Quarters on Warrant Accounting Error

What happened

High Roller Technologies, Inc. (NYSE American: ROLR), a Las Vegas-based company in the amusement and recreation services sector, disclosed in a Form 8-K filed October 16, 2026 that its Audit Committee concluded on October 15 that previously issued financial statements for the quarters ended March 31, 2026 and June 30, 2026 should no longer be relied upon.

The company said the statements, filed in its Form 10-Qs on May 12 and August 11, 2026, contained an error in accounting for warrants issued to the placement agent in its January 2026 registered direct offering. High Roller said it recorded the warrants' approximately $1.0 million grant-date fair value as general and administrative expense, when it should have been recorded as a reduction of additional paid-in capital.

The company said the error is non-cash and does not affect revenue, cash and cash equivalents, working capital, total stockholders' equity or net cash flows. Correcting it will reduce the previously reported net loss by about $1.0 million, from $3.0 million to $2.0 million, or from $0.29 to $0.19 per basic and diluted share, for the three months ended March 31, 2026, and from $5.3 million to $4.3 million, or from $0.50 to $0.41 per share, for the six months ended June 30, 2026.

High Roller said it intends to file amended 10-Qs for both periods on October 16, 2026. The shares closed at $4.85 on the event date, unchanged from the prior close, according to the price data provided.

What the company says about controls

High Roller said management identified an additional material weakness in internal control over financial reporting as of March 31 and June 30, 2026, related to its management review control over accounting for significant and unusual transactions. A material weakness means a deficiency, or combination of deficiencies, such that there is a reasonable possibility a material misstatement would not be prevented or detected on a timely basis.

The company said it plans to remediate the weakness by strengthening its technical accounting resources and its review of significant and unusual transactions, and that the amended reports will describe its updated assessment of disclosure controls and its remediation plan in more detail.

The Audit Committee discussed the matter with WithumSmith+Brown, PC, the company's independent registered public accounting firm, according to the filing. High Roller also said its Compensation Committee reviewed the company's Clawback Policy and concluded the restatement would not require recovery of any awarded compensation.

What this means

A Form 8-K is the current report public companies file with the SEC to disclose material events between periodic reports. Item 4.02 is the specific item for a company concluding that previously issued financial statements — or a completed audit report — should no longer be relied upon. Triggering it obliges the company to file the 8-K within four business days and to tell its auditors, which the filing says happened here.

A registered direct offering is a sale of newly issued shares directly to investors, typically arranged by a placement agent that finds buyers and receives a fee. Warrant compensation is a common form of that fee: the placement agent receives rights to buy shares at a set price later. Accounting rules treat such warrants as a cost of raising capital rather than an operating expense, so the fair value is deducted from the equity raised (additional paid-in capital) instead of running through the income statement. High Roller's error was to report the $1.0 million as an expense, which inflated its reported loss; the correction moves the amount from the income statement to the equity section of the balance sheet.

The amended 10-Qs, once filed, will replace the originals and show the lower net loss and the revised equity figures. Readers who relied on the earlier quarterly reports, earnings releases or other communications describing those results are directed by the filing to disregard them.

The filing does not explain the specific control failure beyond describing the missing review step, and it does not state whether any regulator has raised the matter.