false 0001947210 0001947210 2025-03-21 2025-03-21
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 8-K
 
CURRENT REPORT
 
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 
Date of Report (Date of earliest event Reported): March 21, 2025
 
hrol20250317_8kimg001.jpg
HIGH ROLLER TECHNOLOGIES, INC.
(Exact Name of Registrant as Specified in Charter)
 
001-42202
(Commission File Number)
 
Delaware
 
87-4159815
(State or Other Jurisdiction
of Incorporation)
 
(I.R.S. Employer
Identification Number)
 
400 South 4th Street, Suite 500-#390
Las Vegas, Nevada 89101
(Address of principal executive offices, with zip code)
 
(702) 509-5244
(Registrant’s telephone number, including area code)
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
Securities registered pursuant to Section 12(b) of the Act:
 
Title of each class
 
Trading Symbol(s)
 
Name of each exchange
on which registered
Common Stock, par value $0.001 per share
 
ROLR
 
NYSE American LLC
 
 
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR§230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
 
Emerging growth company
 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
 
 

 
 
Item 2.02 Results of Operations and Financial Condition
 
On March 21, 2025, High Roller Technologies, Inc. issued a press release announcing its financial results for its fourth fiscal quarter and full fiscal year ended December 31, 2024. The full text of the press release is furnished herewith as Exhibit 99.1.
 
The information disclosed under this Item 2.02, including Exhibit 99.1 hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall it be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended, or the Exchange Act except as expressly set forth in such filing.
 
Item 9.01 Financial Statements and Exhibits
 
Exhibit No.
 
Description
     
99.1
 
104
 
Cover Page Interactive Data File (embedded within the Inline XBRL document)
 
 

 
 
SIGNATURE
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
HIGH ROLLER TECHNOLOGIES, INC.
   
Date: March 21, 2025
By:
/s/ Matt Teinert
   
Matt Teinert
Chief Financial Officer
 
 

Exhibit 99.1

 

hr.jpg

 

High Roller Reports Q4 and Full Year 2024 Results

 

Q4 2024 revenue increased 12% YoY to $8.1 million

 

Active users increased by 40% to 72,000 at the year-end 2024

 

Ontario market entry in progress with the launch of High Roller in H2, 2025

 

Las Vegas, Nevada, March 21, 2025 – High Roller Technologies (“High Roller” and the “Company”) (NYSE: ROLR), operator of premium online casino brands High Roller and Fruta, today reported its fourth quarter and full year financial results for the year ended December 31, 2024. High Roller currently offers more than 4,400 games from over 80 game providers, representing one of the widest online casino game portfolios in the world, including video slots, blackjack, roulette, baccarat, craps, video poker, and more.

 

Ben Clemes, Chief Executive Officer at High Roller Technologies, commented, “We closed the year with a 12%  YoY increase in Q4 revenue and we are taking steps to implement a strategic realignment plan following the successful IPO in October that strengthened our balance sheet. I am confident that we are building a solid foundation to underpin our vision for sustainable, long-term growth as we invest in and execute upon new market expansion, anchored by our High Roller brand and our proven track record of operational excellence.”

 

Leveraging its expertise in player acquisition, retention, and industry-specific marketing relationships, in 2024 the Company grew its active user base, increased its first-time depositors, and successfully launched Fruta.com into current markets in preparation for further market expansion. 

 

Additionally, High Roller is in the process of applying for a gaming license in Ontario, Canada, where subject to licensure it plans to launch its award-winning online casino brand to the public in H2 2025 and increase its total addressable market by approximately $2 billion. 

 

“As we continue to evolve as an online iCasino operator, I am confident that our premium brand and deep industry expertise are strong tailwinds for us in this dynamic, growing market,” said Clemes. 

 

Full Year 2024 Highlights

 

 

In October 2024, the Company successfully completed its IPO on the NYSE with gross proceeds of $10 million; net proceeds are allocated for expansion, new user acquisition, launching new brands/verticals, and working capital.

 

 

Successfully launched Fruta.com in June 2024 as part of High Roller Technologies’ multi-brand strategy.

 

 

Successfully  exited non-growth markets and reallocated capital to higher growth opportunities and new market expansion, while simultaneously streamlining operational costs.

 

 

High Roller was the recipient of the Best Player Retention 2024 Award at the SiGMA Europe B2C Awards, lauding the company’s ability to successfully engage and entertain its customers.

 

 

High Roller was honored at the 2024 WN iGaming Summit as Casino Operator of the Year.

 

Fourth Quarter & Full Year 2024 Financial Summary

 

 

The Company reported total revenue of $8.1 million for the fourth quarter ended December 31, 2024, an increase of 12%, as compared to $7.2 million during the same quarter that ended December 31, 2023.

 

 

The Company reported revenue of $27.9 million for the year ended December 31, 2024, as compared to $29.7 million for the year ended December 31, 2023. 

 

 

The Company reported a net loss per share of $ (0.30) for the three months ended December 31, 2024, and a net loss per share of $ (0.82) for the year ended December 31, 2024.

 

 

The Company made improvements to its balance sheet with increase to cash and cash equivalents position of $6.9 million for FY 2024, compared to $2.1 million for FY 2023 and increases to total asset to $16.6 million up from $11.8 million for the same period in 2023.

 

 

Financial Results

 

Additional information with respect to the Company’s business, operations and financial condition as of and for the three months and twelve months ended December 31, 2024 is contained in the Company’s Annual Report on Form 10-K for the yearly period ended December 31, 2024, which has been filed with the U.S. Securities and Exchange Commission (the “SEC”) at www.sec.gov.

 

About High Roller Technologies, Inc.

 

High Roller Technologies, Inc. is a leading global online gaming operator, known for its innovative casino brands, High Roller and Fruta, listed under the ticker ROLR on the NYSE. The Company delivers a cutting-edge real-money online casino platform that is intuitive and user-friendly. With a diverse portfolio of over 4,400 premium games from more than 80 leading game providers, High Roller Technologies serves a global customer base, offering an immersive and engaging gaming experience in the rapidly expanding multi-billion dollar iGaming industry. The online casino features enhanced search engine optimization, machine learning, seamless direct API integrations, faster load times, and superior scalability.    

 

As an award-winning operator, High Roller Technologies continues to redefine the future of online gaming through innovation, performance, and a commitment to excellence. For more information, please visit the High Roller Technologies, Inc. investor relations website, X, Facebook, and LinkedIn pages.

 

Forward Looking Statements

 

Certain statements in this press release constitute "forward-looking statements" within the meaning of the federal securities laws. Words such as "may," "might," "will," "should," "believe," "expect," "anticipate," "estimate," "continue," "predict," "forecast," "project," "plan," "intend" or similar expressions, or statements regarding intent, belief, or current expectations, are forward-looking statements. While the Company believes these forward-looking statements are reasonable, undue reliance should not be placed on any such forward-looking statements, which are based on information available to us on the date of this release. These forward-looking statements are based upon current estimates and assumptions and are subject to various risks and uncertainties, including without limitation those set forth in the Company's filings with the SEC, not limited to Risk Factors relating to its business contained therein. Thus, actual results could be materially different. The Company expressly disclaims any obligation to update or alter statements whether as a result of new information, future events or otherwise, except as required by law.

 

Contact

 

ir@highroller.com

 

800-460-1039

 

 

 

 

HIGH ROLLER TECHNOLOGIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

 

   

For the Three Months Ended

   

For the Year Ended

 
   

December 31,

   

December 31,

 

(in thousands, except share and per share data)

 

2024

   

2023

   

2024

   

2023

 
                                 

Revenues, net

  $ 8,056     $ 7,191     $ 27,882     $ 29,675  
                                 

Operating expenses

                               

Direct operating costs:

                               

Related party

    626       1,047       2,646       4,289  

Other

    2,556       2,472       10,296       9,359  

General and administrative:

                           

Related party

    7       184       174       493  

Other

    2,020       2,825       9,189       10,037  

Advertising and promotions:

                           

Related party

    548       79       956       1,649  

Other

    4,020       2,169       9,387       5,955  

Product and software development:

                           

Related party

    15       85       208       242  

Other

    277       64       818       342  

Total operating expenses

    10,069       8,925       33,674       32,366  

Loss from operations

    (2,013 )     (1,734 )     (5,792 )     (2,691 )
                                 

Other expenses

                               

Interest expense, net

    (48 )     (23 )     (125 )     (114 )

Other income

    (1 )     39       1        

Total other expenses

    (49 )     16       (124 )     (114 )
                                 

Loss before income taxes

    (2,062 )     (1,718 )     (5,916 )     (2,805 )

Income tax expense

    7       4       7       13  

Net loss

  $ (2,069 )   $ (1,722 )   $ (5,923 )   $ (2,818 )
                                 

Other comprehensive (loss) income

                               

Foreign currency translation adjustment

    (184 )     175       (167 )     54  

Comprehensive loss

  $ (2,253 )   $ (1,547 )   $ (6,090 )   $ (2,764 )
                                 

Net loss per common share:

                               

Net loss per common share – basic and diluted

  $ (0.29 )   $ (0.25 )   $ (0.82 )   $ (0.42 )

Weighted average common shares outstanding – basic and diluted

    7,013,734       6,966,841       7,248,892       6,641,774  

 

 

 

 

HIGH ROLLER TECHNOLOGIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS

 

   

As of

   

As of

 
   

December 31,

   

December 31,

 

(in thousands, except share and per share data)

 

2024

   

2023

 
                 

Assets

               

Current assets

               

Cash and cash equivalents

  $ 6,869     $ 2,087  

Restricted cash

    1,085       1,958  

Prepaid expenses and other current assets

    825       836  

Total current assets

    8,779       4,881  

Due from affiliates

    1,624       702  

Deferred offering costs

          580  

Property and equipment, net

    372       250  

Operating lease right-of-use asset, net

    910        

Intangible assets, net

    4,899       5,117  

Other assets

    41       255  

Total assets

  $ 16,625     $ 11,785  
                 

Liabilities and stockholders equity

               

Current liabilities

               

Accounts payable

  $ 1,560     $ 686  

Accrued expenses

    4,307       4,300  

Player liabilities

    662       499  

Due to affiliates

    3,406       3,972  

Short-term unsecured notes payable to stockholders

    90        

Operating lease obligation, current

    143        

Total current liabilities

    10,168       9,457  

Other liabilities

    7       23  

Operating lease obligation, noncurrent

    729        

Total liabilities

    10,904       9,480  

Stockholders equity

               

Preferred stock, $0.001 par value; 10,000,000 shares authorized; none issued and outstanding as of December 31, 2024 and December 31, 2023

           

Common stock, $0.001 par value; 60,000,000 shares authorized; 8,350,882 shares and 6,967,278 shares issued and outstanding as of December 31, 2024 and December 31, 2023, respectively

    8       7  

Additional paid-in capital

    31,557       22,052  

Accumulated deficit

    (27,143 )     (21,220 )

Accumulated other comprehensive income

    1,299       1,466  

Total stockholders equity

    5,721       2,305  

Total liabilities and stockholders equity

  $ 16,625     $ 11,785  

 

 

 

HIGH ROLLER TECHNOLOGIES, INC. AND SUBSIDIARIES
GAAP NET LOSS TO NON-GAAP ADJUSTED EBITDA

 

   

For the Three Months Ended December 31,

 

(in thousands)

 

2024

   

2023

 
                 

Revenues

  $ 8,056     $ 7,191  

Net loss

    (2,069 )     (1,722 )
                 

Add back items:

               

Stock-based compensation expense

    300       54  

Depreciation and amortization

    71       55  

Interest expense, net

    48       23  

Issuance of warrants

    250        

Foreign exchange transaction loss

    53       514  

Income tax provision

    7       4  

Adjusted EBITDA

  $ (1,340 )   $ (1,072 )

Adjusted EBITDA margin

    (16.63 )%     (14.91 )%

 

 
v3.25.1
Document And Entity Information
Mar. 21, 2025
Document Information [Line Items]  
Entity, Registrant Name HIGH ROLLER TECHNOLOGIES, INC.
Document, Type 8-K
Document, Period End Date Mar. 21, 2025
Entity, File Number 001-42202
Entity, Incorporation, State or Country Code DE
Entity, Tax Identification Number 87-4159815
Entity, Address, Address Line One 400 South 4th Street
Entity, Address, Address Line Two Suite 500-#390
Entity, Address, City or Town Las Vegas
Entity, Address, State or Province NV
Entity, Address, Postal Zip Code 89101
City Area Code 702
Local Phone Number 509-5244
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Common Stock
Trading Symbol ROLR
Security Exchange Name NYSE
Entity, Emerging Growth Company true
Entity, Ex Transition Period false
Amendment Flag false
Entity, Central Index Key 0001947210

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