High Roller Technologies says Q1 and Q2 2026 results must be restated over warrant accounting error

High Roller Technologies, Inc. said in the 8-K filed with the SEC that its Audit Committee, after discussion with senior management, determined on 15 October 2026 that its previously issued unaudited condensed consolidated financial statements for the periods ended 31 March 2026 and 30 June 2026 should no longer be relied upon. The filing says the statements, originally included in Form 10-Qs filed on 12 May 2026 and 11 August 2026, will be restated because of an error in accounting for warrants issued to the placement agent for the company's January 2026 registered direct offering.

The filing states the company had recognised the approximately $1.0 million grant-date fair value of the warrants as general and administrative expense, a non-cash cost of the offering, when it should have been recorded as a reduction of additional paid-in capital. Correcting the error will reduce the company's previously reported net loss 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 31 March 2026, and from $5.3 million to $4.3 million, or from $0.50 to $0.41 per basic and diluted share, for the six months ended 30 June 2026, according to the filing.

The 8-K says the error is non-cash and does not affect revenue, cash and cash equivalents, working capital, total stockholders' equity or net cash flows, and that it arose in the first quarter of 2026 with no effect on results for the three months ended 30 June 2026. The company said it intends to file amended 10-Qs for both periods on 16 October 2026.

Management identified an additional material weakness in internal control over financial reporting as of 31 March and 30 June 2026, related to the operation of its management review control over accounting for significant and unusual transactions, the filing states. It said it plans to remediate this by strengthening technical accounting resources and its review of significant and unusual transactions. The Audit Committee discussed the matters with WithumSmith+Brown, PC, the company's independent registered public accounting firm, and the Compensation Committee concluded the restatement would not require recovery of compensation under the company's Clawback Policy, according to the filing.