Business Context and Reporting Period
Company: High Roller Technologies, Inc. (NYSE American: ROLR)
Filing Type: Form 10-Q (Unaudited)
Reporting Period: Three months ended March 31, 2026
Business Overview: High Roller operates an online gaming business (iCasino) offering casino games globally under domains including HighRoller.com, Fruta.com, and Kassuuu.com. The company utilizes an Estonian gaming license and is expanding into regulated prediction markets in the U.S. through a new subsidiary, ROLR US LLC.
Key Financial Metrics
| Metric (in thousands, except per share) | Q1 2026 | Q1 2025 |
|---|---|---|
| Revenues, net | $3,366 | $5,195 |
| Net Loss from Continuing Operations | $(2,966) | $(3,725) |
| Net Loss (including discontinued ops) | $(2,966) | $(3,276) |
| Loss per Share (Basic & Diluted) | $(0.29) | $(0.39) |
| Adjusted EBITDA | $(1,280) | $(2,973) |
| Cash and Cash Equivalents (End of Period) | $22,451 | $2,076 |
| Working Capital | $18,111 | $(1,340) |
| Net Cash Used in Operating Activities | $(2,991) | $(3,608) |
| Net Cash Provided by Financing Activities | $23,769 | $(90) |
Material Changes vs. Prior Period
- Revenue Decline: Net gaming revenue decreased 35.2% to $3.4 million, driven by the exit of certain markets and a refined marketing strategy. Non-core service revenue dropped significantly as the company divested the "Casino Room" domain in late 2025.
- Improved Loss Profile: Net loss from continuing operations narrowed by 20.4% to $3.0 million. Adjusted EBITDA improved significantly from a loss of $3.0 million to $1.3 million, primarily due to reduced marketing spend and operational efficiencies.
- Liquidity Transformation: Cash and cash equivalents surged from $2.1 million to $22.5 million following a $26.0 million capital raise in January 2026 (comprising a $1.0 million private placement and a $25.0 million registered direct offering).
- Expense Reduction: Advertising and promotion expenses plummeted 89% to $0.3 million. However, General and Administrative (G&A) expenses increased 36% to $4.5 million, largely due to a $1.0 million non-cash warrant expense related to the January financing.
- User Metrics: Quarterly active users dropped from 29,946 in Q1 2025 to 11,213 in Q1 2026. However, average revenue per user increased from $190 to $394.
Guidance, Outlook, and Risks
- Strategic Partnership: On April 14, 2026 (subsequent to quarter end), the company entered a Mutual Collaboration Agreement with Crypto.com (CDNA) to launch event-based prediction markets in the U.S. High Roller will act as a guaranteed introducing broker, developing a mobile platform for trading prediction contracts.
- Market Expansion: The company expects to enter the regulated Ontario market in the second half of 2026, though no assurance is given regarding success.
- Internal Controls: Management concluded that disclosure controls and procedures were not effective as of March 31, 2026, due to a previously identified material weakness in financial reporting. Remediation is ongoing, including the hiring of a CFO and Controller.
- Risk Factors: Key risks include the nascent nature of the prediction market, regulatory uncertainty regarding event-based derivatives, dependency on the Crypto.com partnership, and the company's status as an emerging growth company with a history of losses.
Investor Verification Checklist
- Capital Raise Dilution: Verify the impact of the 2.25 million shares issued in January 2026 on future earnings per share and ownership dilution.
- Revenue Sustainability: Assess whether the 35% revenue decline is a temporary result of market exits or a structural shift in the business model.
- Internal Control Remediation: Monitor the timeline for the remediation of the material weakness in internal controls over financial reporting.
- Prediction Market Viability: Evaluate the regulatory approval status and commercial potential of the new Crypto.com prediction market venture.
- Related Party Transactions: Review the $1.9 million "Due to affiliates" balance and ongoing service agreements with Spike Up Media and Happy Hour Solutions.