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What changed in High Roller Technologies, Inc.'s 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of High Roller Technologies, Inc.'s 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+227 added−242 removedSource: 10-K (2026-03-10) vs 10-K (2025-03-21)

Top changes in High Roller Technologies, Inc.'s 2025 10-K

227 paragraphs added · 242 removed · 180 edited across 8 sections

Item 1. Business

Business — how the company describes what it does

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Biggest changeHigh Roller makes available free-of-charge, on or through its website at https://ir.highroller.com, all SEC filings, as soon as reasonably practicable after such material is electronically filed with or furnished to the SEC . The information on High Roller’s website is not incorporated by reference in this Annual Report.
Biggest changeAvailable Information We file annual, quarterly, and current reports, proxy statements, and all amendments to these reports and other information with the Securities and Exchange Commission (the “SEC”). We make available free-of-charge, on or through its website at https://ir.highroller.com, all SEC filings, as soon as reasonably practicable after such material is electronically filed with or furnished to the SEC.
Our qualified and experienced team includes six persons in senior management and the balance engaged in operations, accounting, social media and marketing, customer service, technological support and the balance in other administrative responsibilities. We also utilize a number of consultants for financial reporting, regulatory and other operational matters.
Our qualified and experienced team includes three persons in senior management and the balance engaged in operations, accounting, social media and marketing, customer service, technological support and the balance in other administrative responsibilities. We also utilize a number of consultants for financial reporting, regulatory and other operational matters.
Our Growth Strategy High Roller intends to achieve rapid, cost efficient and sustainable growth by utilizing high margin cash flow generated from online casino operations in our current international markets where we operate and to enter and grow sustainable revenues in newly regulated and soon to be regulated markets.
Our Growth Strategy We intend to achieve rapid, cost efficient and sustainable growth by utilizing high margin cash flow generated from online casino operations in our current international markets where we operate and to enter and grow sustainable revenues in newly regulated and soon to be regulated markets.
This estimated growth in the iGaming market represents a compound annual growth rate of 12.3%. 2 Table of Contents Our Business Model We offer our customers a wide array of popular and exciting casino games from over 80 leading third-party game developers.
This estimated growth in the iGaming market represents a compound annual growth rate of 11.7%. 2 Table of Contents Our Business Model We offer our customers a wide array of popular and exciting casino games from over 80 leading third-party game developers.
We are implementing a multi-brand strategy, facilitated by our in house developed scalable CMS and frontend that allows us to scale our business by duplicating our Platform strengths across multiple domains with individualized branding and different target markets.
We are implementing a multi-brand strategy, facilitated by our in house developed scalable content management system and frontend that allows us to scale our business by duplicating our Platform strengths across multiple domains with individualized branding and different target markets.
A number of the Company’s most popular games are available to play with a live dealer including blackjack, video poker, roulette, baccarat, craps, Game Shows, which is the fastest growing live casino segment, and other popular live games. One of our key strengths is a strong player acquisition pipeline, built through extensive industry specific marketing relationships and expertise.
A number of the Company’s games are available to play with a live dealer including blackjack, video poker, roulette, baccarat, craps, Game Shows and other popular live games. One of our key strengths is a strong player acquisition pipeline, built through extensive industry specific marketing relationships and expertise.
Launch of HighRoller.com and Relaunch of CasinoRoom.com as an Affiliate Marketing Website During the first quarter of 2022, we acquired HR Entertainment Ltd., a British Virgin Islands company, in order to obtain the premium HighRoller.com domain name and related intellectual property that we believe is a main component of our growth strategy.
Launch of HighRoller.com During the first quarter of 2022, we acquired HR Entertainment Ltd., a British Virgin Islands company, in order to obtain the premium HighRoller.com domain name and related intellectual property that we believe is a main component of our growth strategy.
We launched Fruta.com using our existing resources and gaming licenses. While we plan to focus our resources on growing and improving our existing brands and entering new markets, we believe that the scalability of our Platform will continue to allow the Company to launch and support additional brands, if necessary, with our existing resources.
While we plan to focus our resources on growing and improving our existing brands and entering new markets, we believe that the scalability of our Platform will continue to allow the Company to launch and support additional brands, if necessary, with our existing resources.
We are able to use proceeds from operations in Pre-regulated markets to invest into Regulated markets building long-term sustainable profits. We previously operated our legacy CasinoRoom.com iCasino operations in a number of Pre-regulated markets through a previously held gaming license in Malta.
We are able to use proceeds from operations in Pre-regulated markets to invest into Regulated markets building long-term sustainable profits. We previously operated our legacy CasinoRoom.com iCasino operations in a number of Pre-regulated markets through a previously held gaming license in Malta. After transitioning to our highroller.com website, we surrendered our Malta gaming license associated with the CasinoRoom.com operations.
We compete for customers by having optimized the HighRoller.com product for social media, including live streaming with interactive play allowing fans to bet side by side with their favorite streamers, which is an emerging feature within our industry.
For these remote gaming licenses, licensors impose few territorial restrictions. 3 Table of Contents We compete for customers by having optimized the HighRoller.com product for social media, including live streaming with interactive play allowing fans to bet side by side with their favorite streamers, which is an emerging feature within our industry.
We operate in a mix of remote licensed markets, which we refer to as Pre-regulated markets, where we may reasonably operate using international licenses, as well as locally licensed markets, which we refer to as Regulated markets, requiring a local license.
We operate in a mix of remote licensed markets, which we refer to as Pre-regulated markets, where we may reasonably operate using international licenses, as well as locally licensed markets, which we refer to as Regulated markets, requiring a local license. We plan to launch into one or more locally regulated markets, the first of which is Ontario.
The Company currently offers more than 4,400 games from over 70 providers, representing largely the entire range of iCasino games which the Company believes are most attractive to its player base including video slots, blackjack, roulette, baccarat, craps, and video poker.
We currently offer more than 6,000 games from over 90 providers, representing largely the entire range of iCasino games which are most attractive to our player base including video slots, blackjack, roulette, baccarat, craps, and video poker.
The Company’s Platform is based around a set of gaming products, which the Company refers to as “iCasino” and is offered to players in select markets throughout the world. The Company offers a wide range of games, including many that are available in land-based casinos.
The Company’s Platform is based around a set of gaming products, which the Company refers to as “iCasino” and is offered to players in select markets throughout the world.
Item 1. BUSINESS Overview High Roller Technologies, Inc. (together, with its subsidiaries, unless the context otherwise indicates, “High Roller,” “we,” “us,” “our,” “ours”, or the “Company”) is an evolving and growth-oriented global online gaming operator. We offer a compelling real money online casino platform.
Item 1. BUSINESS Overview High Roller Technologies, Inc. (together, with its subsidiaries, unless the context otherwise indicates, “High Roller,” “we,” “us,” “our,” “ours”, or the “Company”) is an evolving and growth-oriented global online gaming operator focused on providing its customers with the most exciting, enjoyable and compelling online experience on the market.
Reports, proxy statements, and other information regarding issuers that file electronically with the SEC, including High Roller’s filings, are also available to the public from the SEC’s website at http://www.sec.gov. 4 Table of Contents
The information on our website is not incorporated by reference in this Annual Report. Reports, proxy statements, and other information regarding issuers that file electronically with the SEC, including High Roller’s filings, are also available to the public from the SEC’s website at http://www.sec.gov.
Our growth will be driven by attracting and acquiring new players, engaging our existing users, by entering new geographical markets, and implementing a multi-brand strategy. See “Growth Strategy” below.
Our branding and operational focus is to establish and continue to grow significant market share in the international online casino markets. Our growth will be driven by attracting and acquiring new players, engaging our existing users, by entering new geographical markets, and implementing a multi-brand strategy. See “Growth Strategy” below.
As of March 20 , 2025, we employed 59 persons working across offices in North America and Europe. Of these, four were employed in the United States and 55 were employed i n Malta.
As of March 10, 2026, we employed 57 persons working across offices in North America and Europe. Of these, four were employed in the United States, 44 were employed in Malta and 9 were employed in other nations.
We believe that our future success largely depends upon our continued ability to attract and retain highly skilled employees. We provide our employees with competitive salaries and bonuses, and opportunities for equity ownership. Available Information High Roller files annual, quarterly, and current reports, proxy statements, and all amendments to these reports and other information with the SEC.
We believe that our future success largely depends upon our continued ability to attract and retain highly skilled employees. We provide our employees with competitive salaries and bonuses, and opportunities for equity ownership.
Our founders, board of directors, and management collectively have over 100 years of iGaming experience, having founded, listed, and successfully exited a range of companies working in some of the most competitive global iGaming and e-commerce markets. Our branding and operational focus is to establish and continue to grow significant market share in the international online casino markets.
While our Platform allows us to scale highroller.com and other brands attracting additional demographics. Our founders, board of directors, and management collectively have over 100 years of iGaming experience, having founded, listed, and successfully exited a range of companies working in some of the most competitive global iGaming and e-commerce markets.
Market Trends Total addressable worldwide gambling market in 2024 was approximately $573 billion of which iGaming was approximately $106 billion or about 18.5% of total addressable worldwide gambling market. The market is expected to grow to $755 billion by 2029, of which iGaming is expected to account for $187 billion or approximately 25% of total addressable worldwide gambling market.
Market Trends Total addressable worldwide gambling market in 2025 was approximately $606.4 billion of which iGaming was approximately $168.4 billion or about 27.8% of total addressable worldwide gambling market. The market is expected to grow to $764.8 billion by 2029, of which iGaming is expected to account for $261.9 billion or approximately 34.2% of total addressable worldwide gambling market.
We expect that we will be able to launch competitive new brands as we identify opportunities in our existing markets or new markets. We soft launched our second brand, Fruta.com, in December 2023, allowing select players to test Fruta.com prior to going live. We have successfully launched Fruta.com in our existing markets throughout 2024.
We expect that we will be able to launch competitive new brands as we identify opportunities in our existing markets or new markets. We successfully launched Fruta.com in our existing markets throughout 2024, using our existing resources and gaming licenses. We launched our third brand, Kassuuu.com, in September 2025.
Management believes that this strategy will have no material negative impact on financial condition, operations, liquidity, or capital position of the Company. 3 Table of Contents Our Competitive Strengths The Company is an evolving and growth-oriented online iCasino operator of B2C brands, leveraging its online operational and marketing expertise and assets as the foundation for what we believe to be a highly competitive growth model.
Our Competitive Strengths We are an evolving and growth-oriented online iCasino operator of business-to-consumer (B2C) brands, leveraging its online operational and marketing expertise and assets as the foundation for what we believe to be a highly competitive growth model.
Our vision is to be the premium online destination for high rollers around the world. We believe the highroller.com domain provides us with a strategic asset to build a brand appealing to high value customers. While our Platform allows us to scale highroller.com and other brands attracting additional demographics.
We have begun the process of obtaining a license in Ontario with a projected launch in the second half of 2026. Our vision is to be the premium online destination for sophisticated customers around the world. We believe the highroller.com domain provides us with a strategic asset to build a brand appealing to high value customers.
The new CasinoRoom.com affiliate model site further enables us to support any future brands we may launch or acquire with targeted traffic. In March 2022, we relocated our principal offices from Stockholm, Sweden to Las Vegas, Nevada. We also maintain offices in Malta to support our administrative and operational activities.
On December 31, 2025, we divested Casinoroom.com. In March 2022, we relocated our principal offices from Stockholm, Sweden to Las Vegas, Nevada. We also maintain offices in Malta to support our administrative and operational activities.
We currently operate our HighRoller.com iCasino operations principally through our Curacao gaming license and through the agreements we have with Happy Hour Solutions, a subsidiary of Happy Hour Entertainment Holdings Ltd., which holds the Estonian gaming license. For both of these remote gaming licenses, licensors impose few territorial restrictions.
We currently operate our HighRoller.com and fruta.com iCasino operations principally through our Estonia license, which was acquired with the acquisition of Happy Hour Solutions Limited on December 31, 2025.
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The Company defines the term platform (“Platform”) as the fusion of its technical IP, commercial partnerships, and operational expertise including an in-house developed domain customizable frontend and content management system (CMS) which offers enhanced search engine optimization, direct API integrations, faster load times, and better scalability.
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The Company defines the term platform (“Platform”) as the fusion of its technical IP, commercial partnerships, and operational expertise. Our experienced operational management team actively oversees engagement with its players and partners.
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The Company utilizes a third party player account management system (PAM) that offers a high level of control over game integrations, payment provider solutions, and overall player management. The Company’s experienced operational management team actively oversees engagement with its players and partners.
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Recent Developments Share Transfer Agreement On December 23, 2025, the Company, through its wholly owned subsidiary, Deepdive Holdings Ltd., a Malta company (the “Buyer”), entered into a share transfer agreement (the “STA”) with Happy Hour Entertainment Holdings Ltd., a British Virgin Islands company (the “Seller”).
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Launching Our Premium Brand HighRoller.com In January 2022 we launched our premium brand HighRoller.com, replacing our legacy iCasino brand, CasinoRoom.com. Our subsidiary, Interstellar Entertainment NV, is licensed by the Curacao Gaming Control Board, under license number OGL/2024/1042/0564. Following the closing of our initial public offering, we intend also to apply for an Estonian gaming license.
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Pursuant to the STA, the Buyer agreed to acquire from the Seller all of the issued and outstanding shares of Happy Hour Solutions Ltd. (the “Target”). The shares represent 100% of the issued and allotted share capital of the Target.
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Pending receipt of an Estonian gaming license, we entered into several agreements with Happy Hour Solutions Ltd., an affiliated company and holder of an Estonian gaming license, including: ● a Domain License Agreement, dated January 1, 2022 (which we refer to as the “Effective Date”), that gives Happy Hour Solutions the right to use our domain; ● a Nominee Agreement, dated the Effective Date, which allows Happy Hour Solutions to, among other business solutions, process payments made on the aforementioned domain and allows us to host, manage, administer, operate and support enter into contracts in the ordinary course of business in the name of Happy Hour Solutions, and ● in March 2024 an Online Gaming Operations Agreement, by which, as further described therein, we continue to supply Happy Hour Solutions with services that commenced as of the Effective Date, related to the operation of an online casino primarily through our existing personnel, technical solutions, and commercial relationships while utilizing the Happy Hour Solutions Estonian gaming license and to recognize the revenues generated thereof as agreed upon by the parties. 1 Table of Contents We refer to these agreements collectively as the “Happy Hour Solutions Agreements.” The Happy Hour Solutions Agreements terminate on the earlier of our receipt of an Estonian gaming license or December 31, 2025.
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As a result of the acquisition, the Buyer acquired ownership control of the Target, which holds a valid remote gambling license issued by the Estonian Tax and Customs Board (EMTA).
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The Happy Hour Solutions Agreements as described above are qualified in their entirety by the agreements filed as exhibits to this Annual Report. Our remote license and the Happy Hour Solutions Agreements provide us with the ability to generate revenues in certain jurisdictions within Europe, Asia-Pacific and the Americas.
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In consideration for the acquisition of the shares of the Target, the Seller assigned and transferred to the Buyer the domain name www.casinoroom.com and all variations and extensions, as set forth in the STA. The transaction closed on December 31, 2025.
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We plan to launch into one or more locally regulated markets utilizing proceeds from our initial public offering, the first of which is Ontario. We have begun the process of obtaining a license in Ontario with a projected launch in the second half of 2025.
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Private Placement On January 8, 2026, the Company entered into a strategic stock purchase agreement with an accredited investor, pursuant to which the Company agreed to issue and sell to the Investor in a private placement an aggregate of 357,143 shares of the Company’s common stock, par value $0.001 per share, at a purchase price of $2.80 per share.
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We have applied for a gaming license in Malta which will give us an additional option for offering bets in certain pre-regulated markets. We previously held a gaming license in Malta which was surrendered in good standing and has not been operated under since 2022. We expect to receive this license in the second half of 2025.
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The Private Placement closed on January 12, 2026. The aggregate gross proceeds from the private placement were $1.0 million.
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After transitioning to our highroller.com website, we surrendered our Malta gaming license associated with the CasinoRoom.com operations but have since applied for a gaming license in Malta under our new operational structure.
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Registered Direct Offering On January 19, 2026, the Company, entered into a placement agent agreement with ThinkEquity LLC, pursuant to which the Company agreed to issue and sell directly to several investors, in a registered direct offering an aggregate of 1,892,506 shares of the common stock, par value $0.001, at an offering price of $13.21 per share.
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Daniel Bradtke, one of the principals of Happy Hour Entertainment Holdings Ltd., serves as a member of our board of directors and Ben Clemes, who became our CEO on January 1, 2024, has previously served as a Portfolio Partner at Happy Hour Solutions.
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The aggregate gross proceeds from the direct offering were $25.0 million. 1 Table of Contents Our Premium Brand HighRoller.com In January 2022 we launched our premium brand HighRoller.com, replacing our legacy iCasino brand, CasinoRoom.com.
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Management believes that this strategy will have no material negative impact on financial condition, operations, liquidity, or capital position of the Company.

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeAdditionally, as described below under “— Economic downturns and political and market conditions beyond our control, including a reduction in consumer discretionary spending, could adversely affect our business, financial condition, results of operations and prospects,” our business may be affected by reductions in consumer spending from time to time as a result of a number of factors which may be difficult to predict.
Biggest changeFurthermore, if we invest in the development of new products or distribution channels that do not achieve significant commercial success, whether because of competition or otherwise, we may not recover the often substantial “up front” costs of developing and marketing those products and distribution channels or recover the opportunity cost of diverting management and financial resources away from other products or distribution channels. 5 Table of Contents Additionally, as described below under “Economic downturns and political and market conditions beyond our control, including a reduction in consumer discretionary spending, could adversely affect our business, financial condition, results of operations and prospects,” our business may be affected by reductions in consumer spending from time to time as a result of a number of factors which may be difficult to predict.
Our Restated Certificate of Incorporation, as amended, provides that, unless we consent to the selection of an alternative forum, the Court of Chancery of the State of Delaware is the sole and exclusive forum for: (i) any derivative action or proceeding brought on our behalf; (ii) any action asserting a claim of breach of fiduciary duty owed by any of our current or former directors, officers, or other employees to us or to our stockholders; (iii) any action asserting a claim arising pursuant to the Delaware General Corporation Law (the “DGCL”), the Certificate of Incorporation or our Bylaws or as to which the DGCL confers exclusive jurisdiction on the Court of Chancery of the State of Delaware; (iv) any action to interpret, apply, enforce or determine the validity of the Certificate of Incorporation; or (v) any action asserting a claim governed by the internal affairs doctrine of the law of the State of Delaware, provided that the exclusive forum provisions will not apply to suits brought to enforce any liability or duty created by the Securities Exchange Act of 1934, as amended, or the Exchange Act.
Our Certificate of Incorporation provides that, unless we consent to the selection of an alternative forum, the Court of Chancery of the State of Delaware is the sole and exclusive forum for: (i) any derivative action or proceeding brought on our behalf; (ii) any action asserting a claim of breach of fiduciary duty owed by any of our current or former directors, officers, or other employees to us or to our stockholders; (iii) any action asserting a claim arising pursuant to the Delaware General Corporation Law (the “DGCL”), our Certificate of Incorporation or our Bylaws or as to which the DGCL confers exclusive jurisdiction on the Court of Chancery of the State of Delaware; (iv) any action to interpret, apply, enforce or determine the validity of our Certificate of Incorporation; or (v) any action asserting a claim governed by the internal affairs doctrine of the law of the State of Delaware, provided that the exclusive forum provisions will not apply to suits brought to enforce any liability or duty created by the Securities Exchange Act of 1934, as amended, or the Exchange Act.
In such circumstances, the trading price of the Company’s securities may not recover and may experience a further decline. 30 Table of Contents Factors affecting the trading price of our securities may include: ● actual or anticipated fluctuations in our quarterly financial results or quarterly financial results of companies perceived to be similar to us; ● fluctuations and volatility in the currencies in which we conduct our operations as compared to the U.S. dollar, our reporting currency; ● changes in the market’s expectations about our operating results; ● success of competitors; ● our operating results failing to meet the expectation of securities analysts or investors in a particular period; ● changes in financial estimates and recommendations by securities analysts concerning the Company or the industries in which we operate in general; ● operating and stock price performance of other companies that investors deem comparable to us; ● our ability to market new and enhanced products on a timely basis; ● changes in laws and regulations affecting our business; ● commencement of, or involvement in, litigation involving the Company; ● changes in our capital structure, such as future issuances of securities or the incurrence of debt; ● the volume of shares of our common stock available for public sale; ● any major change in our Board or management; ● sales of substantial amounts of our common stock by our directors, executive officers or significant stockholders or the perception that such sales could occur; and ● general economic and political conditions such as recessions, interest rates, fuel prices, international currency fluctuations and acts of war or terrorism.
In such circumstances, the trading price of the Company’s securities may not recover and may experience a further decline. 24 Table of Contents Factors affecting the trading price of our securities may include: actual or anticipated fluctuations in our quarterly financial results or quarterly financial results of companies perceived to be similar to us; fluctuations and volatility in the currencies in which we conduct our operations as compared to the U.S. dollar, our reporting currency; changes in the market’s expectations about our operating results; success of competitors; our operating results failing to meet the expectation of securities analysts or investors in a particular period; changes in financial estimates and recommendations by securities analysts concerning the Company or the industries in which we operate in general; operating and stock price performance of other companies that investors deem comparable to us; our ability to market new and enhanced products on a timely basis; changes in laws and regulations affecting our business; commencement of, or involvement in, litigation involving the Company; changes in our capital structure, such as future issuances of securities or the incurrence of debt; the volume of shares of our common stock available for public sale; any major change in our Board or management; sales of substantial amounts of our common stock by our directors, executive officers or significant stockholders or the perception that such sales could occur; and general economic and political conditions such as recessions, interest rates, fuel prices, international currency fluctuations and acts of war or terrorism.
If we develop a reputation for being a difficult acquirer or having an unfavorable work environment, or target companies view our shares of capital stock unfavorably, we may be unable to consummate key acquisition transactions essential to our corporate strategy and our business, financial condition, results of operations and prospects may be seriously harmed. 29 Table of Contents If we raise capital in the future by issuing shares of common or preferred stock or other equity or equity-linked securities, convertible debt or other hybrid equity securities, then-existing stockholders may experience dilution, such new securities may have rights senior to those of the Company ’ s common stock, and the market price of the Company ’ s common stock may be adversely affected.
If we develop a reputation for being a difficult acquirer or having an unfavorable work environment, or target companies view our shares of capital stock unfavorably, we may be unable to consummate key acquisition transactions essential to our corporate strategy and our business, financial condition, results of operations and prospects may be seriously harmed. 23 Table of Contents If we raise capital in the future by issuing shares of common or preferred stock or other equity or equity-linked securities, convertible debt or other hybrid equity securities, then-existing stockholders may experience dilution, such new securities may have rights senior to those of the Company ’ s common stock, and the market price of the Company ’ s common stock may be adversely affected.
Furthermore, in such event, we could be unable to conduct online gaming operations for an indeterminate period of time, and there can be no assurances that we would be able to identify legally sufficient alternatives to be able to conduct our gaming operations at their current levels. 18 Table of Contents In some jurisdictions, our key executives, certain employees or other individuals related to the business will be subject to licensing or compliance requirements.
Furthermore, in such event, we could be unable to conduct online gaming operations for an indeterminate period of time, and there can be no assurances that we would be able to identify legally sufficient alternatives to be able to conduct our gaming operations at their current levels. 14 Table of Contents In some jurisdictions, our key executives, certain employees or other individuals related to the business will be subject to licensing or compliance requirements.
Noncompliance with any such law or regulations could expose us to claims, proceedings, litigation and investigations by private parties and regulatory authorities, as well as substantial fines and negative publicity, each of which may materially and adversely affect our business, financial condition, results of operations and prospects. 17 Table of Contents Any real-money gaming license could be revoked, suspended or conditioned at any time.
Noncompliance with any such law or regulations could expose us to claims, proceedings, litigation and investigations by private parties and regulatory authorities, as well as substantial fines and negative publicity, each of which may materially and adversely affect our business, financial condition, results of operations and prospects. Any real-money gaming license could be revoked, suspended or conditioned at any time.
There have also been incidents where errors in the design or development or maintenance of these games has result in erroneous payouts to customers, including instances where games have erroneously produced positive expected returns to customers and hence losses for the casino.
There have also been incidents where errors in the design or development or maintenance of these games has resulted in erroneous payouts to customers, including instances where games have erroneously produced positive expected returns to customers and hence losses for the casino.
Privacy Shield, namely, the European Commission’s Standard Contractual Clauses, lawfully to transfer personal data to the United States and most other third countries. 23 Table of Contents On June 4, 2021, the European Commission published new versions of the Standard Contractual Clauses.
Privacy Shield, namely, the European Commission’s Standard Contractual Clauses, lawfully to transfer personal data to the United States and most other third countries. 18 Table of Contents On June 4, 2021, the European Commission published new versions of the Standard Contractual Clauses.
Consequently, any reference we make to the GDPR also refers to the UK GDPR in the context of the United Kingdom, unless the context indicates otherwise. The GDPR further provides that EEA Member States may introduce specific, supplementary requirements related to the Processing of “special categories of personal data”; as well as personal data related to criminal offences or convictions.
Consequently, any reference we make to the GDPR also refers to the UK GDPR in the context of the United Kingdom, unless the context indicates otherwise. 17 Table of Contents The GDPR further provides that EEA Member States may introduce specific, supplementary requirements related to the Processing of “special categories of personal data”; as well as personal data related to criminal offences or convictions.
Alternatively, if a court were to find the choice of forum provisions contained in our Restated Certificate of Incorporation, as amended, to be inapplicable or unenforceable in an action, we may incur additional costs associated with resolving such action in other jurisdictions, which could harm our business, results of operations, and financial condition.
Alternatively, if a court were to find the choice of forum provisions contained in our Certificate of Incorporation to be inapplicable or unenforceable in an action, we may incur additional costs associated with resolving such action in other jurisdictions, which could harm our business, results of operations, and financial condition.
Such restrictions may hamper our ability to acquire or retain customers and thereby cause our business, financial condition, results of operations, cash flows and prospects to suffer. 15 Table of Contents Risks Related to Government Regulation Our business is subject to a variety of United States and foreign laws, many of which are unsettled and still developing.
Such restrictions may hamper our ability to acquire or retain customers and thereby cause our business, financial condition, results of operations, cash flows and prospects to suffer. Risks Related to Government Regulation Our business is subject to a variety of United States and foreign laws, many of which are unsettled and still developing.
As regulations and guidance evolve with respect to the TCJA, and as we gather more information and perform more analysis, our results may differ from previous estimates and may materially affect our consolidated financial statements. The gaming industry represents a significant source of tax revenue to the jurisdictions in which we operate.
As regulations and guidance evolve with respect to the TCJA, and as we gather more information and perform more analysis, our results may differ from previous estimates and may materially affect our consolidated financial statements. 9 Table of Contents The gaming industry represents a significant source of tax revenue to the jurisdictions in which we operate.
Our inability to continue to conduct gaming operations under license from the Government of Curacao could adversely impact our online gaming operations in various jurisdictions and adversely affect our financial condition and operating cash flows.
Our inability to continue to conduct gaming operations under license from the Government of Estonia could adversely impact our online gaming operations in various jurisdictions and adversely affect our financial condition and operating cash flows.
As such, any such outages and errors could harm our reputation, business and operating results. 9 Table of Contents Furthermore, if any of our casino game suppliers terminates its relationship with us or refuses to renew its agreement with us on commercially reasonable terms, we might need to find an alternate provider.
As such, any such outages and errors could harm our reputation, business and operating results. Furthermore, if any of our casino game suppliers terminates its relationship with us or refuses to renew its agreement with us on commercially reasonable terms, we might need to find an alternate provider.
In the event that we cannot renew and/or expand existing licenses or services agreements, we may be required to discontinue or limit our use of the product offerings that include or incorporate the licensed or provided technology. Some of our license agreements contain minimum guaranteed royalty payments to the third party.
In the event that we cannot renew and/or expand existing licenses or services agreements, we may be required to discontinue or limit our use of the product offerings that include or incorporate the licensed or provided technology. 20 Table of Contents Some of our license agreements contain minimum guaranteed royalty payments to the third party.
We cannot be certain that we will be able to obtain and maintain licenses and related approvals necessary to conduct our online casino wagering operations. Any failure to obtain and maintain licenses, registrations, permits or approvals could have a material adverse effect on our business, financial condition, results of operations and prospects. 33 Table of Contents
We cannot be certain that we will be able to obtain and maintain licenses and related approvals necessary to conduct our online casino wagering operations. Any failure to obtain and maintain licenses, registrations, permits or approvals could have a material adverse effect on our business, financial condition, results of operations and prospects.
If any of these risks materializes, we may be subject to disciplinary action, fines, lawsuits, and our business, financial condition, results of operations and prospects could be adversely affected.
If any of these risks materialize, we may be subject to disciplinary action, fines, lawsuits, and our business, financial condition, results of operations and prospects could be adversely affected.
The loss of our Curacao license could significantly interfere with our online gaming operations, and could have a material adverse impact on our financial condition and operating cash flows.
The loss of our Estonia license could significantly interfere with our online gaming operations, and could have a material adverse impact on our financial condition and operating cash flows.
Numerous states have enacted or are in the process of enacting state level data privacy laws and regulations governing the collection, use, and processing of state residents’ personal data. For example, the California Consumer Privacy Act (“CCPA”) took effect on January 1, 2020.
Numerous states have enacted or are in the process of enacting state level data privacy laws and regulations governing the collection, use, and processing of state residents’ personal data. 19 Table of Contents For example, the California Consumer Privacy Act (“CCPA”) took effect on January 1, 2020.
We are a holding company that has no material assets other than its ownership interests in Interstellar Entertainment, Lunar Ventures, and Ellmount Entertainment Ltd.
We are a holding company that have no material assets other than its ownership interests in Interstellar Entertainment, Lunar Ventures, and Ellmount Entertainment Ltd.
U.S. and global markets are experiencing volatility and disruption following the escalation of geopolitical tensions and the start of the military conflict between Russia and Ukraine and Israel and Hamas. In February 2022, Russia launched a full-scale military invasion of Ukraine.
U.S. and global markets are experiencing volatility and disruption following the escalation of geopolitical tensions and the start of the military conflict between Russia and Ukraine, Israel and Hamas and Israel/United States and Iran. In February 2022, Russia launched a full-scale military invasion of Ukraine.
If we engage in related party transactions on unfavorable terms, our operating results will be negatively impacted. 28 Table of Contents Risks Related to our Liquidity and Capital Resources We may require additional capital to support our growth plans, and that capital may not be available on terms acceptable to us, if at all.
If we engage in related party transactions on unfavorable terms, our operating results will be negatively impacted. Risks Related to our Liquidity and Capital Resources We may require additional capital to support our growth plans, and that capital may not be available on terms acceptable to us, if at all.
Notwithstanding our intellectual property rights, there can be no assurance that others will not offer products or services that are substantially similar to ours and compete with our business. 21 Table of Contents Circumstances outside our control could pose a threat to our intellectual property rights.
Notwithstanding our intellectual property rights, there can be no assurance that others will not offer products or services that are substantially similar to ours and compete with our business. Circumstances outside our control could pose a threat to our intellectual property rights.
Other forms of entertainment, such as television, movies, sporting events and in-person casinos, are more well-established and may be perceived by our users to offer greater variety, affordability, interactivity and enjoyment. We compete with these other forms of entertainment for the discretionary time and income of our users.
Our users face a vast array of entertainment choices. Other forms of entertainment, such as television, movies, sporting events and in-person casinos, are more well-established and may be perceived by our users to offer greater variety, affordability, interactivity and enjoyment. We compete with these other forms of entertainment for the discretionary time and income of our users.
This could hamper our growth and adversely affect our business. We intend to make significant investments to support our business growth and may require additional funds to respond to business challenges, including the need to develop new product offerings and features or enhance our existing platform, improve our operating infrastructure or acquire complementary businesses, personnel and technologies.
We intend to make significant investments to support our business growth and may require additional funds to respond to business challenges, including the need to develop new product offerings and features or enhance our existing platform, improve our operating infrastructure or acquire complementary businesses, personnel and technologies.
Item 1A. RISK FACTOR Investing in our common stock involves a high degree of risk.
Item 1A. RISK FACTORS Investing in our common stock involves a high degree of risk.
Our global operations are likely to expose us to foreign currency transaction and translation risks.
Our global operations are likely to expose us to foreign currency transactions and translation risks.
Any person purchasing or otherwise acquiring any interest in any shares of our common stock shall be deemed to have notice of and to have consented to these provisions of our amended and restated certificate of incorporation, as amended. We could be subject to future governmental investigations and inquiries, legal proceedings and enforcement actions.
Any person purchasing or otherwise acquiring any interest in any shares of our common stock shall be deemed to have notice of and to have consented to these provisions of our Certificate of Incorporation. 26 Table of Contents We could be subject to future governmental investigations and inquiries, legal proceedings and enforcement actions.
In the event that any of our existing relationships or our future relationships fails to provide services to us in accordance with the terms of our arrangement, or at all, and we are not able to find suitable alternatives, this could impact our ability to attract consumers cost effectively and harm our business, financial condition, results of operations and prospects.
In the event that any of our existing relationships or our future relationships fails to provide services to us in accordance with the terms of our arrangement, or at all, and we are not able to find suitable alternatives, this could impact our ability to attract consumers cost effectively and harm our business, financial condition, results of operations and prospects. 22 Table of Contents Risks Related to Our Affiliate Arrangements We have arrangements with our affiliates that impact our operations.
Therefore, even in cases in which a jurisdiction purports to license and regulate online gaming, the licensing and regulatory regimes can vary considerably in terms of their business-friendliness and at times may be intended to provide incumbent operators with advantages over new licensees. Therefore, some “liberalized” regulatory regimes are considerably more commercially attractive than others.
Therefore, even in cases in which a jurisdiction purports to license and regulate online gaming, the licensing and regulatory regimes can vary considerably in terms of their business-friendliness and at times may be intended to provide incumbent operators with advantages over new licensees.
Further, any negative publicity related to any of our third-party service providers, including any publicity related to regulatory concerns or allegations of bad or unethical actions undertaken by any of our third-party service providers, could adversely affect our reputation and brand, result in us severing our relationship with such third-party service provider and could potentially lead to increased regulatory or litigation exposure.
Further, any negative publicity related to any of our third-party service providers, including any publicity related to regulatory concerns or allegations of bad or unethical actions undertaken by any of our third-party service providers, could adversely affect our reputation and brand, result in us severing our relationship with such third-party service provider and could potentially lead to increased regulatory or litigation exposure. 21 Table of Contents We incorporate technology from third-party vendors into our platform.
High Roller Technologies, Inc. is a holding company that has no material assets other than the ownership of its operating subsidiaries. We depend on distributions from these subsidiaries. If these distributions are inadequate, we may be unable to pay our taxes and other expenses.
We are a holding company that have no material assets other than the ownership of our operating subsidiaries. We depend on distributions from these subsidiaries. If these distributions are inadequate, we may be unable to pay our taxes and other expenses.
If we are unable to maintain our bank accounts or our customers are unable to use their credit cards, bank accounts or e-wallets to make deposits and withdrawals from our platforms, it would be difficult for us to operate our business and increase our operating costs, and would pose additional operational, logistical and security challenges which could result in an inability to implement our business plan and harm our business, financial condition, results of operations and prospects.
If we are unable to maintain our bank accounts or our customers are unable to use their credit cards, bank accounts or e-wallets to make deposits and withdrawals from our platforms, it would be difficult for us to operate our business and increase our operating costs, and would pose additional operational, logistical and security challenges which could result in an inability to implement our business plan and harm our business, financial condition, results of operations and prospects. 8 Table of Contents Our growth prospects may suffer if we are unable to develop successful game offerings or if we fail to pursue new and exciting additional game offerings.
Fines are significant in some countries (e.g., the GDPR introduced fines of up to €20 million or up to 4% of the total worldwide annual revenue of the preceding financial year, whichever is higher) as well as litigation, compensation claims by affected individuals (including class action type litigation where individuals suffer harm), regulatory investigations and enforcement notices that could require us to change the way we use personal data. 25 Table of Contents Our processing of cardholder data is subject, in addition to data protection and privacy laws, to strict industry standards and security procedures.
Fines are significant in some countries (e.g., the GDPR introduced fines of up to €20 million or up to 4% of the total worldwide annual revenue of the preceding financial year, whichever is higher) as well as litigation, compensation claims by affected individuals (including class action type litigation where individuals suffer harm), regulatory investigations and enforcement notices that could require us to change the way we use personal data.
Compliance with these rules and regulations can be complex and burdensome. Our management and other personnel need to devote a substantial amount of time to these compliance initiatives. Moreover, these rules and regulations increase our historical legal and financial compliance costs and make some activities more time-consuming and costly.
Our management and other personnel will devote a substantial amount of time to compliance with these requirements. Moreover, these rules and regulations will increase our legal and financial compliance costs and will make some activities more time-consuming and costly.
There is risk that the use of social media by us or our employees to communicate about our business or for any other purpose even in a personal capacity may give rise to negative publicity or liability or result in public exposure of personal information of our employees or customers, each of which could affect our reputation, revenue, business, results of operations and financial condition. 14 Table of Contents We rely on several different marketing channels to acquire and retain customers and to promote our iCasino brands and our products.
There is risk that the use of social media by us or our employees to communicate about our business or for any other purpose even in a personal capacity may give rise to negative publicity or liability or result in public exposure of personal information of our employees or customers, each of which could affect our reputation, revenue, business, results of operations and financial condition.
Currency translation risks occurs when the income statement and balance sheet of a foreign subsidiary is converted into currencies other than the local currency of the company involved, for example when the results of these subsidiaries are consolidated in the results of a parent company with a different reporting currency.
Currency translation risks occurs when the income statement and balance sheet of a foreign subsidiary is converted into currencies other than the local currency of the company involved, for example when the results of these subsidiaries are consolidated in the results of a parent company with a different reporting currency. 10 Table of Contents Due to our international operations, a significant portion of our business is denominated in foreign currencies.
Risks Related to Our Affiliate Arrangements We have arrangements with our affiliates that impact our operations. We have engaged, and may in the future engage, in transactions with affiliates, such as Happy Hour, Spike Up Media, Ellmount Interactive and other related parties, to operate online gaming.
We have engaged, and may in the future engage, in transactions with affiliates, such as Spike Up Media, Ellmount Interactive and other related parties, to operate online gaming.
Currently, we are not party to any hedging transactions intended to reduce our exposure to exchange rate fluctuations. We may seek to enter into hedging transaction in the future, but we may be unable to enter into these transactions successfully, on acceptable terms or at all. We cannot predict whether we will incur foreign exchange losses in the future.
We may seek to enter into hedging transaction in the future, but we may be unable to enter into these transactions successfully, on acceptable terms or at all. We cannot predict whether we will incur foreign exchange losses in the future.
Our Restated Certificate of Incorporation, as amended, further provides that, unless we consent in writing to the selection of an alternative forum, the federal district courts are the sole and exclusive forum for the resolution of any complaint asserting a right under the Securities Act.
Our Certificate of Incorporation further provides that, unless we consent in writing to the selection of an alternative forum, the federal district courts are the sole and exclusive forum for the resolution of any complaint asserting a right under the Securities Act. We note that investors cannot waive compliance with the federal securities laws and the rules and regulations thereunder.
Recruitment and retention of our employees, including certain key employees, are vital to growing our business and meeting our business plans. The loss of any of our key executives or other key employees could harm our business. We depend on a limited number of key personnel to manage and operate our business.
The loss of any of our key executives or other key employees could harm our business. We depend on a limited number of key personnel to manage and operate our business.
Failure to comply with regulatory requirements or to successfully obtain a license or permit applied for could adversely impact our ability to comply with licensing and regulatory requirements or to obtain or maintain licenses in other jurisdictions, or could cause financial institutions, online and mobile platforms and distributors to stop providing services to us.
Therefore, some “liberalized” regulatory regimes are considerably more commercially attractive than others. 13 Table of Contents Failure to comply with regulatory requirements or to successfully obtain a license or permit applied for could adversely impact our ability to comply with licensing and regulatory requirements or to obtain or maintain licenses in other jurisdictions, or could cause financial institutions, online and mobile platforms and distributors to stop providing services to us.
If we are not able to effectively acquire and retain customers via such channels then our business and operating results may be harmed.
We rely on several different marketing channels to acquire and retain customers and to promote our iCasino brands and our products. If we are not able to effectively acquire and retain customers via such channels then our business and operating results may be harmed.
If actual results differ from our estimates, analysts and investors may negatively react and our stock price could be materially impacted. 6 Table of Contents If we fail to detect fraud or theft, including by our users and employees, our reputation may suffer, which could harm our brand and reputation and negatively impact our business, financial condition, results of operations and prospects and can subject us to investigations and litigation.
If we fail to detect fraud or theft, including by our users and employees, our reputation may suffer, which could harm our brand and reputation and negatively impact our business, financial condition, results of operations and prospects and can subject us to investigations and litigation.
Due to our international operations, a significant portion of our business is denominated in foreign currencies. As a result, fluctuations in foreign currency and exchange rates may have an impact on our business, results of operations and financial position. Foreign currency exchange rates have fluctuated and may continue to fluctuate.
As a result, fluctuations in foreign currency and exchange rates may have an impact on our business, results of operations and financial position. Foreign currency exchange rates have fluctuated and may continue to fluctuate. Significant foreign currency exchange rate fluctuations may negatively impact our international revenue, which in turn affects our consolidated revenue.
To date these attacks have not had a material impact on our operations or financial results, but we cannot provide assurance that they will not have a material impact in the future, including by overloading our systems and network and preventing our product offering from being accessed by legitimate users. 20 Table of Contents We rely on encryption and authentication technology licensed from third parties in an effort to securely transmit confidential and sensitive information.
To date these attacks have not had a material impact on our operations or financial results, but we cannot provide assurance that they will not have a material impact in the future, including by overloading our systems and network and preventing our product offering from being accessed by legitimate users.
Our cookie consent management functionality and cookies notices may not meet the standards outlined in such guidance. 24 Table of Contents In the United States, the federal government, including Congress, the Federal Trade Commission and the Department of Commerce, has announced that it is reviewing the need for greater regulation for the collection of information concerning consumer behavior on the internet, including regulation aimed at restricting certain targeted advertising practices.
In the United States, the federal government, including Congress, the Federal Trade Commission and the Department of Commerce, has announced that it is reviewing the need for greater regulation for the collection of information concerning consumer behavior on the internet, including regulation aimed at restricting certain targeted advertising practices.
If any of these events were to occur, our business, financial condition, results of operations and prospects could be adversely affected. 8 Table of Contents For example, if we are deemed to be a money transmitter as defined by applicable regulation, we could be subject to certain laws, rules and regulations enforced by multiple authorities and governing bodies in the United States and numerous state and local agencies who may define money transmitter differently.
For example, if we are deemed to be a money transmitter as defined by applicable regulation, we could be subject to certain laws, rules and regulations enforced by multiple authorities and governing bodies in the United States and numerous state and local agencies who may define money transmitter differently.
The Illegal Gambling Business Act (“IGBA”) makes it a crime to conduct, finance, manage, supervise, direct or own all or part of an “illegal gambling business” and the Travel Act makes it a crime to use the mail or any facility in interstate commerce with the intent to “distribute the proceeds of any unlawful activity,” or “otherwise promote, manage, establish, carry on, or facilitate the promotion, management, establishment, or carrying on, of any unlawful activity.” For there to be a violation of either the IGBA or the Travel Act there must be a violation of underlying state law. 16 Table of Contents Until 2011, there was uncertainty as to whether the Federal Wire Act of 1961 (the “Wire Act”) prohibited states from conducting intrastate lottery transactions via the Internet if such transactions crossed state lines.
The Illegal Gambling Business Act (“IGBA”) makes it a crime to conduct, finance, manage, supervise, direct or own all or part of an “illegal gambling business” and the Travel Act makes it a crime to use the mail or any facility in interstate commerce with the intent to “distribute the proceeds of any unlawful activity,” or “otherwise promote, manage, establish, carry on, or facilitate the promotion, management, establishment, or carrying on, of any unlawful activity.” For there to be a violation of either the IGBA or the Travel Act there must be a violation of underlying state law.
Consumer discretionary spending or consumer preferences are driven by socioeconomic factors beyond our control, and our business is sensitive to reductions from time to time in discretionary consumer spending. Demand for entertainment and leisure activities, including gaming, can be affected by changes in the economy and consumer tastes, both of which are difficult to predict and beyond our control.
Demand for entertainment and leisure activities, including gaming, can be affected by changes in the economy and consumer tastes, both of which are difficult to predict and beyond our control.
If our ability to monitor and measure performance of any of these channels is compromised or if our ability to execute our plans in any of these channels is in any way inhibited then our ability to acquire and retain customers could be harmed and our business, financial condition, results of operations, cash flows and prospects may suffer.
If our ability to monitor and measure performance of any of these channels is compromised or if our ability to execute our plans in any of these channels is in any way inhibited then our ability to acquire and retain customers could be harmed and our business, financial condition, results of operations, cash flows and prospects may suffer. 11 Table of Contents In some regions and for some of our initiatives we may rely extensively on independent third-party marketers, known as “affiliates”.
We incorporate technology from third-party vendors into our platform. We cannot be certain that these vendors are not infringing the intellectual property rights of others or that they have sufficient rights to such technology in all jurisdictions in which we may operate.
We cannot be certain that these vendors are not infringing the intellectual property rights of others or that they have sufficient rights to such technology in all jurisdictions in which we may operate. Some of our material license and services agreements with third party vendors allow the vendor to terminate for convenience.
Obtaining such approvals can be costly and time consuming, and we cannot assure that such approvals will be granted or that the approval process will not result in delays or disruptions to our strategic objectives. 26 Table of Contents Risks Related to our Third-Party Vendor Relationships We rely on third-party providers to validate the identity and location of our users, and if such providers fail to perform adequately or provide accurate information or we do not maintain business relationships with them, our business, financial condition, results of operations and prospects could be adversely affected.
Risks Related to our Third-Party Vendor Relationships We rely on third-party providers to validate the identity and location of our users, and if such providers fail to perform adequately or provide accurate information or we do not maintain business relationships with them, our business, financial condition, results of operations and prospects could be adversely affected.
Such potential proceedings could involve substantial litigation expense, penalties, fines, seizure of assets, injunctions or other restrictions being imposed upon us or our licensees or other business partners, while diverting the attention of key executives. Such proceedings could have a material adverse effect on our business, financial condition, results of operations and prospects, as well as impact our reputation.
Such potential proceedings could involve substantial litigation expense, penalties, fines, seizure of assets, injunctions or other restrictions being imposed upon us or our licensees or other business partners, while diverting the attention of key executives.
This fact may lead to greater divergence on the law that applies to the Processing of such personal data across the EEA and/or United Kingdom, which may increase our costs and overall compliance risk. 22 Table of Contents The GDPR and such supplementary requirements impose stringent data privacy and security requirements.
In the United Kingdom, the UK Data Protection Act 2018 complements the UK GDPR in this regard. This fact may lead to greater divergence on the law that applies to the Processing of such personal data across the EEA and/or United Kingdom, which may increase our costs and overall compliance risk.
There can be no assurance that legally enforceable legislation will not be proposed and passed in jurisdictions relevant or potentially relevant to our business to prohibit, legislate or regulate various aspects of the online casino and retail and online gaming industries (or that existing laws in those jurisdictions will not be interpreted negatively).
Such proceedings could have a material adverse effect on our business, financial condition, results of operations and prospects, as well as impact our reputation. 12 Table of Contents There can be no assurance that legally enforceable legislation will not be proposed and passed in jurisdictions relevant or potentially relevant to our business to prohibit, legislate or regulate various aspects of the online casino and retail and online gaming industries (or that existing laws in those jurisdictions will not be interpreted negatively).
Significant foreign currency exchange rate fluctuations may negatively impact our international revenue, which in turn affects our consolidated revenue. Currencies may be affected by internal factors, general economic conditions and external developments in other countries, all of which can have an adverse impact on a country’s currency.
Currencies may be affected by internal factors, general economic conditions and external developments in other countries, all of which can have an adverse impact on a country’s currency. Currently, we are not party to any hedging transactions intended to reduce our exposure to exchange rate fluctuations.
We have agreed to reimburse our payment processors for fines they are assessed by payment card networks if we or the customers on our Platform violate these rules. Any of the foregoing risks could adversely affect our regulatory licensure, business, financial condition, results of operations and prospects.
We have agreed to reimburse our payment processors for fines they are assessed by payment card networks if we or the customers on our Platform violate these rules.
If alternate technology cannot be obtained or developed, we may not be able to offer certain functionality as part of our product offerings, which could adversely affect our business, financial condition, results of operations and prospects. 27 Table of Contents If Internet and other technology-based service providers experience service interruptions, our ability to conduct our business may be impaired and our business, financial condition, results of operations and prospects could be adversely affected.
This would limit and delay our ability to provide new or competitive product offerings and increase our costs. If alternate technology cannot be obtained or developed, we may not be able to offer certain functionality as part of our product offerings, which could adversely affect our business, financial condition, results of operations and prospects.
After that period, the adequacy decision may be renewed, however, only if the United Kingdom continues to ensure an adequate level of data protection.
These decisions were renewed in late 2025 following a review, extending the adequacy status until December 27, 2031. After that period, the adequacy decision may be renewed, however, only if the United Kingdom continues to ensure an adequate level of data protection.
In some regions and for some of our initiatives we may rely extensively on independent third-party marketers, known as “affiliates”. “Affiliates” is an industry term that describes independent third-parties which assist the Company to acquire new customers and which are generally paid on a revenue-share or cost-per-acquisition basis.
“Affiliates” is an industry term that describes independent third-parties which assist the Company to acquire new customers and which are generally paid on a revenue-share or cost-per-acquisition basis. Despite the word “affiliates”, these are independent parties that are not otherwise affiliated with the Company in the ordinary sense of the word.
Litigation and other claims and regulatory proceedings against us could result in unexpected disciplinary actions, expenses and liabilities, which could have a material adverse effect on its business, financial condition, results of operations and prospects. 32 Table of Contents Our Restated Certificate of Incorporation, as amended, provides that the Court of Chancery of the State of Delaware will be the sole and exclusive forum for substantially all disputes between us and our stockholders and federal district courts will be the sole and exclusive forum for Securities Act claims, which could limit our stockholders ’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers, or employees.
Our Certificate of Incorporation provides that the Court of Chancery of the State of Delaware will be the sole and exclusive forum for substantially all disputes between us and our stockholders and federal district courts will be the sole and exclusive forum for Securities Act claims, which could limit our stockholders ’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers, or employees.
We rely on third-party service providers such as (i) providers to validate the identity and identify the location of our customers, (ii) payment processors to process deposits and withdrawals made by our customers into our platforms, (iii) marketing and customer communications systems providers, (iv) casino content, product and technology providers, and (v) other outsourced services providers, among others.
These changes could materially impact our business activities and practices, and if we or our advertising partners are unable to timely and effectively adjust to those changes, there could be an adverse effect on our business, financial condition, results of operations and prospects. 6 Table of Contents We rely on third-party service providers such as (i) providers to validate the identity and identify the location of our customers, (ii) payment processors to process deposits and withdrawals made by our customers into our platforms, (iii) marketing and customer communications systems providers, (iv) casino content, product and technology providers, and (v) other outsourced services providers, among others.
We are focused on expanding the user base and we anticipate expanding further as new product offerings mature and as we pursue our growth strategies. The iGaming industry is characterized by continuous technological change, evolving regulatory and industry standards, frequent new product offerings and changes in customer expectations.
The iGaming industry is characterized by continuous technological change, evolving regulatory and industry standards, frequent new product offerings and changes in customer expectations.
Additionally, outages in our connectivity with our payment processors or their connectivity with downstream processors and networks might inhibit our ability to successfully process deposits and withdrawals on behalf of our customers.
Any of the foregoing risks could adversely affect our regulatory licensure, business, financial condition, results of operations and prospects. 7 Table of Contents Additionally, outages in our connectivity with our payment processors or their connectivity with downstream processors and networks might inhibit our ability to successfully process deposits and withdrawals on behalf of our customers.
Our board of directors has tasked our Chief Technology Officer and other management with the responsibility to manage our cybersecurity initiatives including with respect to our customer data and game suppliers databases.
Our board of directors has tasked our management with the responsibility to manage our cybersecurity initiatives including with respect to our customer data and game suppliers databases. Our board of directors will receive regular reports from management on material cybersecurity risks and the degree of our company’s exposure to those risks.
We cannot predict future global economic developments and effect that they may have on our end markets and our operations; however, the effect on our business, financial condition, results of operations and prospects could be material and adverse.
We cannot predict future global economic developments and effect that they may have on our end markets and our operations; however, the effect on our business, financial condition, results of operations and prospects could be material and adverse. 25 Table of Contents Consumer discretionary spending or consumer preferences are driven by socioeconomic factors beyond our control, and our business is sensitive to reductions from time to time in discretionary consumer spending.
Insufficient business continuity management could diminish our brand and reputation, subject us to liability, disrupt our business and adversely affect our operating results and growth prospects, and failure of planned availability and continuity solutions and disaster recovery when activated in response to an incident could result in system interruptions and degradation of service.
Insufficient business continuity management could diminish our brand and reputation, subject us to liability, disrupt our business and adversely affect our operating results and growth prospects, and failure of planned availability and continuity solutions and disaster recovery when activated in response to an incident could result in system interruptions and degradation of service. 15 Table of Contents If our user base and engagement continue to grow, and the amount and types of product offerings continue to grow and evolve, we will need an increasing amount of technical infrastructure, including network capacity and computing power, to continue to satisfy our users’ needs.
Although we believe that our tax provisions, positions and estimates are reasonable and appropriate, tax authorities may disagree with certain positions we have taken.
Although we believe that our tax provisions, positions and estimates are reasonable and appropriate, tax authorities may disagree with certain positions we have taken. In addition, economic and political pressures to increase tax revenue in various jurisdictions may make resolving tax disputes favorably more difficult.
Although each online casino game generally performs within a defined statistical range of outcomes, actual outcomes may vary for any given period, particularly in the short term however should normalize over time to the return to player percentage as designed by the game mathematics combined with the outcome from the random number generator. 5 Table of Contents In the short term, for online casino wagering, the element of chance may affect win rates (hold percentages); these win rates, may also be affected in the short term by factors that are largely beyond our control, such as the mix of games played or wagers placed, the financial resources of customers, the volume of wagers placed and the amount of time spent playing.
Although each online casino game generally performs within a defined statistical range of outcomes, actual outcomes may vary for any given period, particularly in the short term however should normalize over time to the return to player percentage as designed by the game mathematics combined with the outcome from the random number generator.
Advances in computer capabilities, new technological discoveries or other developments may result in the whole or partial failure of this technology to protect transaction data or other confidential and sensitive information from being breached or compromised. In addition, websites are often attacked through compromised credentials, including those obtained through phishing and credential stuffing.
We rely on encryption and authentication technology licensed from third parties in an effort to securely transmit confidential and sensitive information. Advances in computer capabilities, new technological discoveries or other developments may result in the whole or partial failure of this technology to protect transaction data or other confidential and sensitive information from being breached or compromised.
As restrictions on resale end and the registration statements are available for use, the market price of the common stock could decline if the holders of currently restricted shares sell them or are perceived by the market as intending to sell them. 31 Table of Contents Provisions in our Restated Certificate of Incorporation, as amended, may inhibit a takeover of the Company, which could limit the price investors might be willing to pay in the future for our securities and could entrench management.
As restrictions on resale end and the registration statements are available for use, the market price of the common stock could decline if the holders of currently restricted shares sell them or are perceived by the market as intending to sell them.
Further, significant foreign exchange fluctuations resulting in a decline in the respective local currency may decrease the value of our foreign assets, as well as decrease our revenues and earnings from our foreign subsidiaries, which would reduce our profitability and adversely affect our financial position. 13 Table of Contents We are currently operating in a period of economic uncertainty and capital markets disruption, which has been significantly impacted by geopolitical instability due to the ongoing military conflict between Russia and Ukraine.
Further, significant foreign exchange fluctuations resulting in a decline in the respective local currency may decrease the value of our foreign assets, as well as decrease our revenues and earnings from our foreign subsidiaries, which would reduce our profitability and adversely affect our financial position.
Ellmount Entertainment Ltd, was founded over a decade ago, under the laws of Malta, and was primarily focused on iGaming product offerings. We have repurposed Ellmount Entertainment into a marketing company during the first quarter 2022, and since then have transitioned existing customers to our HighRoller.com domain.
We have repurposed Ellmount Entertainment into a marketing company during the first quarter 2022, and since then have transitioned existing customers to our HighRoller.com domain. We are focused on expanding the user base and we anticipate expanding further as new product offerings mature and as we pursue our growth strategies.
Specifically, any laws that would allow Internet providers to impede access to content, or otherwise discriminate against content providers like us over their data networks, could have a material adverse effect on our business, financial condition, results of operations, and prospects. 7 Table of Contents Additionally, if any of the third-party platforms used for distribution of our product offerings were to limit or disallow advertising on their platforms for whatever reason or technologies are developed that block the display of our ads, our ability to generate revenue could be negatively impacted.
Specifically, any laws that would allow Internet providers to impede access content or otherwise discriminate against content providers like us over their data networks, could have a material adverse effect on our business, financial condition, results of operations, and prospects.
While we believe this approach is the most effective approach for addressing our cybersecurity risks at this time we cannot assure that it will be adequate to our evolving growth needs. 19 Table of Contents Additionally, our product offerings may contain errors, bugs, flaws or corrupted data, and these defects may become apparent only after their launch and could result in a vulnerability that could compromise the security of our systems.
Additionally, our product offerings may contain errors, bugs, flaws or corrupted data, and these defects may become apparent only after their launch and could result in a vulnerability that could compromise the security of our systems.
Our operations are located in multiple jurisdictions and we may in the future pursue to expand into other additional markets. Compliance with international and local laws and regulations that apply to our operations increases our cost of doing business.
Compliance with international and local laws and regulations that apply to our operations increases our cost of doing business.
In addition, economic and political pressures to increase tax revenue in various jurisdictions may make resolving tax disputes favorably more difficult. 12 Table of Contents We have business operations located outside of the United States, which subjects us to additional costs and risks that could adversely affect our operating results.
We have business operations located outside of the United States, which subjects us to additional costs and risks that could adversely affect our operating results. Our operations are located in multiple jurisdictions and we may in the future pursue to expand into other additional markets.
In addition, any party who is able illicitly to obtain a user’s password could access the user’s transaction data or personal information, resulting in the perception that our systems are insecure.
Actual or anticipated attacks may cause us to incur increasing costs, including costs to deploy additional personnel and protection technologies, train employees and engage third-party experts and consultants. 16 Table of Contents In addition, any party who is able illicitly to obtain a user’s password could access the user’s transaction data or personal information, resulting in the perception that our systems are insecure.
For example, as we expand the competition may increase, and we may need to increase our marketing expenses, thereby lowering our margins, in order to compete.
For example, as we expand the competition may increase, and we may need to increase our marketing expenses, thereby lowering our margins, in order to compete. 4 Table of Contents We operate in the global entertainment and gaming industries within the broader entertainment industry with our B2C, offerings such as online casino wagering and social gaming.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeIn addition, the Company has a strategic plan , which encompasses the following key elements: ● Establishment of a dedicated cybersecurity governance committee; ● Standardization of cybersecurity incident response procedures and formats; ● Conducting penetration tests on a quarterly basis; ● Enhancement of segregation of duties to mitigate the risk of self-review of transactions within the system; The Company has not identified any risks from known cybersecurity threats and did not have any cybersecurity incidents that have materially affected or are reasonably likely to materially affect the Company.
Biggest changeThe Company has implemented or is implementing the following key elements into the cybersecurity risk management program : Formalization and implementation of robust IT security policies; Conducting vulnerability assessments; Revision of user access request documentation to clearly define the roles and permissions assigned to users; Thorough review of the accuracy and completeness of user listings and access; Preservation of evidence related to system modifications; and Continued collaboration with external specialists to aid in the ongoing evaluation of existing policies and procedures. 27 Table of Contents In addition, the Company has a strategic plan , which encompasses the following key elements: Establishment of a dedicated cybersecurity governance committee; Standardization of cybersecurity incident response procedures and formats; Conducting penetration tests on a quarterly basis; Enhancement of segregation of duties to mitigate the risk of self-review of transactions within the system; The Company has not identified any risks from known cybersecurity threats and did not have any cybersecurity incidents that have materially affected or are reasonably likely to materially affect the Company.
Cybersecurity Governance The Board of Directors actively collaborates with management to supervise cybersecurity risks. In its risk oversight role, our Board of Directors has the responsibility to satisfy itself that the risk management processes designed and implemented by management are appropriate and functioning as designed.
Cybersecurity Governance Our Board of Directors actively collaborates with management to supervise cybersecurity risks. In its risk oversight role, our Board of Directors has the responsibility to satisfy itself that the risk management processes designed and implemented by management are appropriate and functioning as designed.
Management considers cybersecurity risk as part of its risk oversight function and is in the process of establishing a cybersecurity governance committee. Once established, the cybersecurity governance committee will oversee the management’s implementation of the cybersecurity risk management program. 34 Table of Contents
Management considers cybersecurity risk as part of its risk oversight function and is in the process of establishing a cybersecurity governance committee. Once established, the cybersecurity governance committee will oversee the management’s implementation of the cybersecurity risk management program.
Removed
The Company has implemented or is implementing the following key elements into the cybersecurity risk management program: ● Formalization and implementation of robust IT security policies; ● Conducting vulnerability assessments; ● Revision of user access request documentation to clearly define the roles and permissions assigned to users; ● Thorough review of the accuracy and completeness of user listings and access; ● Preservation of evidence related to system modifications; and ● Continued collaboration with external specialists to aid in the ongoing evaluation of existing policies and procedures.

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeItem 2. PROPERTIES The Company occu pies approximately 4,898 square fe et of space under a lease for office space and car parking bays in Malta that currently expires in January 2030, although the Company may terminate the lease at any time after January 2027. We also have a month to month lease in Las Vegas.
Biggest changeItem 2. PROPERTIES The Company occupies approximately 4,898 square feet of space under a lease for office space and car parking bays in Malta that currently expires in January 2030, although the Company may terminate the lease at any time after January 2027. We also have a month to month lease in Las Vegas.
The Company believes that the current facilities are suitable and adequate to meet the Company’s current needs and that suitable additional space will be available as and when needed. Additional disclosures have been i ncluded within Note 16, L eases , of the consolidated financial statements.
The Company believes that the current facilities are suitable and adequate to meet the Company’s current needs and that suitable additional space will be available as and when needed. Additional disclosures have been included within Note 16, Leases , of the consolidated financial statements.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Biggest changeAdditional disclosures have been included within Note 15, Com mitments and Contingencies of the consolidated financial statements. Item 4. MINE SAFETY DISCLOSURE Not applicable. PART II.
Biggest changeAdditional disclosures have been included within Note 15, Commitments and Contingencies of the consolidated financial statements. Item 4. MINE SAFETY DISCLOSURE Not applicable. 28 Table of Contents PART II.

Item 4. Mine Safety Disclosures

Mine Safety Disclosures — required of mining issuers

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Biggest changeItem 4. Mine Safety Disclosure 35 PART II 35 Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 35 Item 6. [ Reserved ] 35 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations 36 Item 7A. Quantitative and Qualitative Disclosures About Market Risk 44 Item 8.
Biggest changeItem 4. Mine Safety Disclosure 28 PART II 29 Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 29 Item 6. [Reserved] 29 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations 30 Item 7A. Quantitative and Qualitative Disclosures About Market Risk 38 Item 8.
Financial Statements and Supplementary Data F-1 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 45 Item 9A. Controls and Procedures 45
Financial Statements and Supplementary Data F-1 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 39 Item 9A. Controls and Procedures 39 Item 9B. Other Information 40

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeItem 5. MARKET FOR THE REGISTRANT ’ S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Market Information The Company’s common stock is publicly traded on the NYSE American LLC under the symbol “ROLR”. Holders At the close of business on March 17 , 2025, there were 37 common stockholders of record.
Biggest changeItem 5. MARKET FOR THE REGISTRANT ’ S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Market Information The Company’s common stock is publicly traded on the NYSE American LLC under the symbol “ROLR”. Holders At the close of business on March 10, 2026, there were 22 common stockholders of record.
Any future payment of cash dividends will be dependent upon the Company’s financial condition, results of operations, current and anticipated cash requirements, and plans for expansion, as well as other factors that the Board of Directors deems relevant. Unregistered Sales of Securities There were no unregistered sales of securities during the year ended December 31, 2024.
Any future payment of cash dividends will be dependent upon the Company’s financial condition, results of operations, current and anticipated cash requirements, and plans for expansion, as well as other factors that the Board of Directors deems relevant. Unregistered Sales of Securities There were no unregistered sales of securities during the year ended December 31, 2025 .

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

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Biggest changeFor the Year Ended December 31, (in thousands, except share and per share data) 2024 2023 Revenues, net $ 27,882 $ 29,675 Operating expenses Direct operating costs: Related party 2,646 4,289 Other 10,296 9,359 General and administrative: Related party 174 493 Other 9,189 10,037 Advertising and promotions: Related party 956 1,649 Other 9,387 5,955 Product and software development: Related party 208 242 Other 818 342 Total operating expenses 33,674 32,366 Loss from operations (5,792 ) (2,691 ) Other expenses Interest expense, net (125 ) (114 ) Other income 1 — Total other expenses (124 ) (114 ) Loss before income taxes (5,916 ) (2,805 ) Income tax expense 7 13 Net loss $ (5,923 ) $ (2,818 ) Other comprehensive (loss) income Foreign currency translation adjustment (167 ) 54 Comprehensive loss $ (6,090 ) $ (2,764 ) Net loss per common share: Net loss per common share – basic and diluted $ (0.82 ) $ (0.42 ) Weighted average common shares outstanding – basic and diluted 7,248,892 6,641,774 38 Table of Contents Revenue Revenue decreased by $1.8 million or 6%, to $27.9 million during the year ended December 31, 2024, as compared to $29.7 million during the year ended December 31, 2023.
Biggest changeFor the Year Ended December 31, (in thousands, except share and per share data) 2025 2024 Revenues, net $ 20,453 $ 23,206 Operating expenses Direct operating costs: Related party 1,111 3,650 Other 8,185 10,276 General and administrative: Related party 69 — Other 9,878 9,110 Advertising and promotions: Related party 1,166 956 Other 4,884 6,676 Product and software development: Related party — 208 Other 1,337 818 Total operating expenses 26,630 31,694 Loss from operations ( 6,177 ) ( 8,488 ) Other expenses Interest expense, net ( 74 ) ( 124 ) Other (expense) income ( 1 ) 1 Gain on acquisition of intangible assets 4,000 — Total other expenses 3,925 ( 123 ) Loss before income taxes ( 2,252 ) ( 8,611 ) Income tax expense (benefit) ( 2,942 ) 7 Net Income (loss) from continuing operations $ 690 $ ( 8,618 ) Net income from discontinued operations net of taxes $ 2,471 $ 2,695 Net income (loss) $ 3,161 $ ( 5,923 ) Other comprehensive income (loss) Foreign currency translation adjustment 79 ( 167 ) Comprehensive income (loss) $ 3,240 $ ( 6,090 ) 32 Table of Contents Non-GAAP information This Report includes Adjusted EBITDA and Adjusted Earnings (Loss) Per Share, which are non-GAAP financial measures that we use to supplement our results presented in accordance with U.S.
We had $6.9 million and $2.1 million in cash and cash equivalents as of December 31, 2024 and 2023, respectively (excluding customer cash deposits, which we segregate from our operating cash balances on behalf of our real-money customers for all jurisdictions and products, and restricted cash).
We had $ 2.1 million and $ 6.9 million in cash and cash equivalents as of December 31, 2025 and 2024 , respectively (excluding customer cash deposits, which we segregate from our operating cash balances on behalf of our real-money customers for all jurisdictions and products, and restricted cash).
We did not have any impairment of indefinite-lived intangible assets for the year ended December 31, 2023. 43 Table of Contents Share-Based Compensation We record share-based compensation in accordance with ASC 718, Compensation-Stock Compensation (“ASC 718”) and recognize share-based compensation expense in the period in which a grantee is required to provide service, which is generally over the vesting period of the individual share-based payment award.
We did not have any impairment of indefinite-lived intangible assets for the year ended December 31, 2024 . 37 Table of Contents Share-Based Compensation We record share-based compensation in accordance with ASC 718, Compensation-Stock Compensation (“ASC 718”) and recognize share-based compensation expense in the period in which a grantee is required to provide service, which is generally over the vesting period of the individual share-based payment award.
At December 31, 2024 and December 31, 2023, we did not have any transactions, obligations or relationships that could be considered off-balance sheet arrangements.
At December 31, 2025 and December 31, 2024 , we did not have any transactions, obligations or relationships that could be considered off-balance sheet arrangements.
The change during the year ended December 31, 2024, as compared to the year ended December 31, 2023, is primarily due to a net increase in the various operating asset and liability accounts, particularly the net increase in due from/due to affiliates, as well as an increase in share-based compensation expense.
The change during the year ended December 31, 2025 , as compared to the year ended December 31, 2024 , is primarily due to a net increase in the various operating asset and liability accounts, particularly the net increase in due to affiliates, as well as an increase in share-based compensation expense.
The Company did not have any impairment of indefinite-lived intangible assets during the year ended December 31, 2024.
The Company did not have any impairment of indefinite-lived intangible assets during the year ended December 31, 2025 .
You s hould review the “Forward-Looking Statements" and "Risk Factors" sections of this Annua l Report for a discussion of important factors that could cause actual results to differ materially from the results described in or implied by the forward-looking statements contained in the following MD&A.
You should review the “Forward-Looking Statements" and "Risk Factors" sections of this Annual Report for a discussion of important factors that could cause actual results to differ materially from the results described in or implied by the forward-looking statements contained in the following MD&A.
Of the total direct operating costs of $12.9 million and $13.6 million for the years ended December 31, 2024, and 2023, respective ly, $5.6 million and $6.3 million was related to revenue share paid to marketing partners for the successful acquisition of revenue generating players through their marketing channels.
Of the total direct operating costs of $ 9.3 million and $ 13.9 million for the years ended December 31, 2025 , and 2024 , respectively, $3.5 million and $5.6 million, respectively, was related to revenue share paid to marketing partners for the successful acquisition of revenue generating players through their marketing channels.
Interest expense, net Interest expense, net was $125 thousand for the year ended December 31, 2024, as compared to $114 thousand for the year ended December 31, 2023, and consisted primarily of non-cash interest expense related to the amortization of the present value discount of the domain name purchase liability (a related party liability).
Interest expense, net Interest expense, net was $ 74 thousand for the year ended December 31, 2025 , as compared to $ 124 thousand for the year ended December 31, 2024 , and consisted primarily of non-cash interest expense related to the amortization of the present value discount of the domain name purchase liability (a related party liability).
We believe that the most efficient allocation of our resources does not currently allow us to build, design and deploy proprietary games and as a result we focus our resources on aggregating and curating iCasino games from over 80 dedicated game development studios.
We believe that the most efficient allocation of our resources does not currently allow us to build, design and deploy proprietary games and as a result we focus our resources on aggregating and curating iCasino games from over 90 dedicated game development studios. This is not inclusive of discontinued operations.
The Company conducted an impairment analysis with respect to the casino room trademarks and HighRoller domain names at December 31, 2024 which concluded that the fair value, determined using a discounted cash flow analysis, substantially exceed their carrying value, and thus they were not impaired.
The Company conducted an impairment analysis with respect to the HighRoller domain name at December 31, 2025 which concluded that the fair value, determined using a discounted cash flow analysis, substantially exceed their carrying value, and thus they were not impaired.
See Note 17 for segment reporting disclosure. Emerging Growth Company Accounting Election Section 102(b)(1) of the Jumpstart Our Business Startups Act of 2012 (“JOBS Act”) exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies are required to comply with the new or revised financial accounting standards.
Emerging Growth Company Accounting Election Section 102(b)(1) of the Jumpstart Our Business Startups Act of 2012 (“JOBS Act”) exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies are required to comply with the new or revised financial accounting standards.
However, based on management's current operating plan, the Company believes its cash on hand and the projected cash generated from operations are sufficient to fund the Company's operations for a period of a least 12 months subsequent to the issuance of the accompanying Consolidated Financial Statements and alleviates the conditions that initially raised substantial doubt regarding the Company's ability to continue as a going concern.
However, based on management's current operating plan, the Company believes its cash on hand from a private placement offering and direct offering generating gross proceeds of approximately $26 million, and the projected cash generated from operations, are sufficient to fund the Company's operations for a period of a least 12 months subsequent to the issuance of the accompanying Consolidated Financial Statements and alleviates the conditions that initially raised substantial doubt regarding the Company's ability to continue as a going concern.
Our players also appreciate rapid payment processing through our automated cashier. We currently accept wagers in multiple currencies. We generated approximately $ 662 million in customer-paid real money bets during December 31, 2024 and $714 million in customer-paid real money bets during the year ended December 31, 2023 utilizing our HighRoller.com domain name.
Our players also appreciate rapid payment processing through our automated cashier. We currently accept wagers in multiple currencies. We generated approximately $ 557.4 million in customer-paid real money bets during the year ended December 31, 2025 and $ 661.5 million in customer-paid real money bets during the year ended December 31, 2024 utilizing our HighRoller.com domain name.
Customer engagement in our online offerings may vary due to, among other things, customer satisfaction with our platform, our offerings and those of our competitors, our marketing efforts, public sentiment or an economic downturn.
Customer engagement in our online offerings may vary due to, among other things, customer satisfaction with our platform, our offerings and those of our competitors, our marketing efforts, public sentiment or an economic downturn. As customer engagement varies, so may our annual financial performance.
Loss before income taxes Loss before income taxes was $5.9 million for the year ended December 31, 2024, as compared to $2.8 million for the year ended December 31, 2023. Income tax expense Income tax expense was $7 thousand and $13 thousand for the years ended December 31, 2024 and 2023, respectively.
Loss before income taxes Loss before income taxes was $ 2.3 million for the year ended December 31, 2025 , as compared to $ 8.6 million for the year ended December 31, 2024 . Income tax expense Income tax expense (benefit) was $( 2.9) million and $ 7 thousand for the years ended December 31, 2025 and 2024 , respectively.
This is due to the settlement of domain name purchase and payment of player acquisition expenses to a related party. Net cash used in investing activities during the year ended December 31, 2024, was $471 thousand as compared to net cash used by investing activities of $629 thousand during the year ended December 31, 2023.
This is due to the settlement of domain name purchase and payment of player acquisition expenses to a related party. 36 Table of Contents Net cash used in investing activities during the year ended December 31, 2025 , was $ 1.6 million as compared to net cash used in investing activities of $ 471 thousand during the year ended December 31, 2024 .
During the first half of 2022, we rebranded our iCasino operations from CasinoRoom.com to HighRoller.com and concurrently commenced to reposition our legacy gaming operator “CasinoRoom.com” into an online casino ratings and reviews portal that would generate high-value leads and targeted search engine traffic (SEO) for HighRoller.com and customer leads for other casinos particularly in markets that we do not serve.
Our plan is to excite the iCasino industry by focusing on streaming and social experiences based on real money gaming experiences for the customer. 30 Table of Contents During the first half of 2022, we rebranded our iCasino operations from CasinoRoom.com to HighRoller.com and concurrently commenced to reposition our legacy gaming operator “CasinoRoom.com” into an online casino ratings and reviews portal that would generate high-value leads and targeted search engine traffic (SEO) for HighRoller.com and customer leads for other casinos particularly in markets that we do not serve.
Our net gaming revenue was $24.3 million and $28.6 million for the years ended December 31, 2024 and 2023, respectively. Our gaming operations extend across international markets by arrangements that utilize third party licenses authorized by other local and remote authorities.
Our net gaming revenue was $ 20.5 million and $ 23.2 million for the years ended December 31, 2025 and 2024 , respectively. Our gaming operations extend across international markets by arrangements that utilize third party licenses authorized by other local and remote authorities.
Cash flows The following table shows our cash flows from operating activities, investing activities and financing activities for the stated periods: Year Ended December 31, (in thousands) 2024 2023 Net cash (used in) provided by operating activities $ (3,906 ) $ 762 Net cash (used in) provided by investing activities (471 ) (629 ) Net cash (used in) provided by financing activities 7,680 (336 ) Effective of exchange rate changes on cash 606 98 Net change in cash and cash equivalents, and restricted cash $ 3,909 $ (105 ) Net cash used in operations during the year ended December 31, 2024, was $3.9 million as compared to net cash provided by operations of $762 thousand during the year ended December 31, 2023.
Cash flows The following table shows our cash flows from operating activities, investing activities and financing activities for the stated periods: Year Ended December 31, (in thousands) 2025 2024 Net cash used in operating activities $ ( 3,233 ) $ ( 3,906 ) Net cash used in investing activities ( 1,560 ) ( 471 ) Net cash (used in) provided by financing activities ( 90 ) 7,680 Effective of exchange rate changes on cash ( 406 ) 606 Net change in cash and cash equivalents, and restricted cash $ ( 5,289 ) $ 3,909 Net cash used in operations during the year ended December 31, 2025 , was $ 3.2 million as compared to net cash used in operations of $ 3.9 million during the year ended December 31, 2024 .
We generate revenue through hold, or gross winnings, as users play against the house. We believe iCasino provides lower volatility versus land-based casinos due to easier advance-based predictions on gaming rules and statistics. We currently are present and active in several markets around the world. Our focus will primarily be to enter regulated markets in Europe, North and South America.
We believe iCasino provides lower volatility versus land-based casinos due to easier advance-based predictions on gaming rules and statistics. We currently are present and active in several markets around the world. Our focus will primarily be to enter regulated markets in Europe and North America.
If market reception is successful, a new brand may generate material revenue. We soft launched our second active brand, Fruta.com, in December 2023, allowing select players to test the website prior to going live in February 2024.
If market reception is successful, a new brand may generate material revenue. We soft launched our second active brand, Fruta.com, in December 2023, allowing select players to test the website prior to going live in February 2024. In September 2025 we launched our third brand, Kassuuu.com. We are currently exploring opportunities for other future brand launches.
The amount of real money bets during the years ended December 31, 2024, and 2023 was appr oximately $638.4 million and $697.8 million, respectively.
The amount of real money bets during the years ended December 31, 2025 , and 2024 was approximately $557.4 million and $638.4 million, respectively.
Quarterly Active Users Quarterly UDCs Quarterly Wagers (in thousands) Q1 2023 15,421 14,854 $ 187,477 Q2 2023 17,106 16,137 $ 175,821 Q3 2023 19,400 17,762 $ 172,002 Q4 2023 24,289 22,432 $ 176,388 Q1 2024 22,366 20,805 $ 187,426 Q2 2024 22,505 21,170 $ 159,786 Q3 2024 25,326 23,224 $ 158,494 Q4 2024 34,652 31,464 $ 155,798 1 Includes revenues from CasinoRoom.com We believe that ours is an attractive proposition which extends beyond a dynamic base product offering to one that has a broad selection of entertaining and exciting content having more than 4,400 slot and other iCasino games, with a number of our most popular games being available to play with a live dealer, such as blackjack, video poker, roulette, baccarat, and craps sourced from over 70 content providers.
Quarterly Active Users Quarterly UDCs Quarterly Wagers (in thousands) Q1 2024 22,366 20,805 $ 187,426 Q2 2024 22,505 21,170 $ 159,786 Q3 2024 25,326 23,224 $ 158,494 Q4 2024 34,652 31,464 $ 155,798 Q1 2025 29,946 27,289 $ 153,298 Q2 2025 19,675 17,036 $ 153,150 Q3 2025 21,800 20,128 $ 146,686 Q4 2025 16,943 15,199 $ 104,228 We believe that ours is an attractive proposition which extends beyond a dynamic base product offering to one that has a broad selection of entertaining and exciting content having more than 6,000 slot and other iCasino games, with a number of our most popular games being available to play with a live dealer, such as blackjack, video poker, roulette, baccarat, and craps sourced from over 90 content providers.
We are currently exploring opportunities for other future brand launches. 36 Table of Contents We obtain our iCasino game offerings from over 80 suppliers such as Pragmatic Play, Push Gaming, Evolution Gaming for Live Dealer Services, Big Time Gaming, Red Tiger Gaming, Play’n Go, Netent, Quickspin and others.
We obtain our iCasino game offerings from over 90 suppliers such as Pragmatic Play, Push Gaming, Evolution Gaming for Live Dealer Services, Big Time Gaming, Red Tiger Gaming, Play’n Go, Netent, Quickspin and others.
All share and per share amounts have been retroactively restated. 37 Table of Contents Results of Operations The following table sets forth a summary of our consolidated results of operations for the periods indicated. The results of historical periods are not necessarily indicative of the results of operations for any future period.
Results of Operations The following table sets forth a summary of our consolidated results of operations for the periods indicated. The results of historical periods are not necessarily indicative of the results of operations for any future period.
These content and gaming licenses are subject to standard revenue-share agreements, whereby suppliers receive a percentage of the net gaming revenue generated from their respective casino games and payment combinations, including agreed upon fixed costs. Our plan is to excite the iCasino industry by focusing on streaming and social experiences based on real money gaming experiences for the customer.
These content and gaming licenses are subject to standard revenue-share agreements, whereby suppliers receive a percentage of the net gaming revenue generated from their respective casino games and payment combinations, including agreed upon fixed costs.
During the year ended December 31, 2024, the average revenue per user was $ 323 as compared to approximately $575 per user for the same period in 2023. User deposits were approximately $ 90 million during the year ended December 31, 2024 as compared to deposits of almost $75 million during the same period in 2023.
User deposits were approximately $ 87 million during the year ended December 31, 2025 as compared to deposits of almost $ 90 million during the same period in 2024 .
Following this stock issuance, we owed Spike Up a balance of approximately $421 thousand, for such services, which was paid. The accompanying Consolidated Financial Statements are prepared in accordance with generally accepted accounting principles applicable to a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business.
The accompanying Consolidated Financial Statements are prepared in accordance with generally accepted accounting principles applicable to a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business.
Reverse Stock Split On January 16, 2024, our Board of Directors approved and our shareholders ratified a 1-for-3.95689 reverse stock split of our outstanding shares of common stock, which became effective on that date.
See footnote 18 for more details. 31 Table of Contents Reverse Stock Split On January 16, 2024, our Board of Directors approved and our shareholders ratified a 1-for-3.95689 reverse stock split of our outstanding shares of common stock, which became effective on that date. All share and per share amounts have been retroactively restated.
As of the year ended December 31, 2024 we had net loss of $5.9 million, had net cash used in operations of $3.9 million, had an accumulated deficit of $27.1 million, and had negative working capital of $1.4 million.
As of the year ended December 31, 2025 we had net income from continuing operations of $ 690 thousand , had net cash used in operations of $ 3.2 million , had an accumulated deficit of $ 24.3 million , and had negative working capital of $1.3 million.
Although our losses are limited per stake to a maximum payout in our online casino offering, when looking at bets across a period of time, these losses can be significant.
Our annual financial results may also be impacted by the number and amount of betting losses and jackpot payouts we experience. Although our losses are limited per stake to a maximum payout in our online casino offering, when looking at bets across a period of time, these losses can be significant.
During the year ended December 31, 2024, we had approximately 72,000 active users as compared to approximately 51,400 active users for the same period in 2023, representing period over period growth of approximately 40 %.
During the year ended December 31, 2025 , we had approximately 88,364 active users as compared to approximately 104,849 active users for the same period in 2024 , representing period over period decline of approximately 16%.
Also included in general and administrative expenses (other) are foreign currency transaction losses, which decreased by $893 thousand to $1.1 million for the year ended December 31, 2024, as compared to $2.0 million for the year ended December 31, 2023.
Also included in general and administrative expenses (other) are foreign currency transaction losses, which decreased by $0.6 million to $0.5 million for the year ended December 31, 2025 , as compared to $1.1 million for the year ended December 31, 2024 . The decrease was primarily driven by a more favorable exchange rate from Euro to USD.
Prior to our transition to the HighRoller.com Platform we operated our online iCasino activities under the casinoroom.com domain name. We operate an online gaming business offering casino games to customers in various jurisdictions worldwide under the HighRoller.com and fruta.com domain names principally utilizing our Curacao license, and under our Happy Hour Solutions Agreements accessing revenue generated under the Estonian license.
We operate an online gaming business offering casino games to customers in various jurisdictions worldwide under the HighRoller.com, Kassuuu.com and fruta.com domain names principally utilized our Curacao license, and are currently under our Estonian license.
The global gaming and entertainment industry has seen significant consolidation, regulatory change and technological development over the last few years, and we expect this trend to continue into the foreseeable future, which may create opportunities for us but may also create competitive and margin pressures.
The global gaming and entertainment industry has seen significant consolidation, regulatory change and technological development over the last few years, and we expect this trend to continue into the foreseeable future, which may create opportunities for us but may also create competitive and margin pressures. 35 Table of Contents Liquidity and Capital Resources We measure liquidity in terms of our ability to fund the cash requirements of our business operations, including working capital and capital expenditure needs, contractual obligations and other commitments, with cash flows from operations.
The Company's revenue by country for those with significant revenue for the periods indicated are as follows: Year Ended December 31, (in thousands) 2024 2023 Finland $ 12,950 46 % $ 8,208 28 % New Zealand 6,524 23 % 7,725 26 % Norway 3,653 13 % 6,076 20 % Canada 3,780 14 % 4,607 16 % Rest of world 975 3 % 3,059 10 % Total Revenue $ 27,882 100 % $ 29,675 100 % Direct operating costs Direct operating costs (related party) decreased by $1.7 million or 40%, to $2.6 million during the year ended December 31, 2024, as compared to $4.3 million for the year ended December 31, 2023, which is primarily related to a decrease in user acquisition related revenue share paid to a related party affiliated company.
The Company's revenue by country for those with significant revenue for the periods indicated are as follows: Year Ended December 31, (in thousands) 2025 2024 Finland $ 12,325 61 % $ 10,675 46 % New Zealand 4,321 21 % 5,337 23 % Norway 997 5 % 3,017 13 % Canada 2,226 11 % 3,249 14 % Rest of world 584 2 % 928 4 % Total Revenue $ 20,453 100 % $ 23,206 100 % Direct operating costs Direct operating costs (related party) decreased by $ 2.5 million or 69.6 %, to $ 1.1 million during the year ended December 31, 2025 , as compared to $ 3.6 million for the year ended December 31, 2024 , which is primarily related to a decrease in user acquisition where revenue share agreements existed and utilizing fewer related party affiliate marketing partners.
GAAP requires management to make judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, revenue and expenses. Some of those judgments can be subjective and complex, and therefore, actual results could differ materially from those estimates under different assumptions or conditions.
Some of those judgments can be subjective and complex, and therefore, actual results could differ materially from those estimates under different assumptions or conditions.
Furthermore, during the year ended December 31, 2024, we had approximately 47, 971 first time depositors and approximately 60 ,060 unique depositors as compared to approximately 41,500 first time depositors and approximately 49,800 unique depositors for the same period in 2023, representing period over period growth of approximately 40 % and 41 %, respectively.
Furthermore, during the year ended December 31, 2025 , we had approximately 38,517 first time depositors and approximately 79,652 unique depositors as compared to approximately 58,300 first time depositors and approximately 96,663 unique depositors for the same period in 2024 , representing period over period decrease of approximately 34% and 18%, respectively.
Unless further extended, the Happy Hour Solutions Agreements terminate on the earlier of our receipt of an Estonian license or December 31, 2025. Through our Platform we provide iCasino, or online casino, consisting of the full suite of games available in land-based casinos, such as blackjack, roulette, baccarat, poker, and slot machines.
Through our Platform we provide iCasino, or online casino, consisting of the full suite of games available in land-based casinos, such as blackjack, roulette, baccarat, poker, and slot machines. We generate revenue through hold, or gross winnings, as users play against the house.
General and administrative General and administrative (related party) decreased by $319 thousand, or 65% , to $174 thousand for the year ended December 31, 2024 , as compared to $493 thousand for the year ended December 31, 2023 .
General and administrative General and administrative (related party) increased by $ 69 thousand , for the year ended December 31, 2025 , as compared to $0 the year ended December 31, 2024 as the company used internal resources for administrative work for the year ended December 31, 2025.
We currently expect that initial entry into any of these regulated North American markets to occur in approximately twelve months from the receipt of proceeds from this initial public offering. No assurance can be given that these efforts will prove successful.
We intend to seek entry into one or more regulated North American markets but have not identified any target or budgeted any amount for such entries. We currently expect that initial entry into the regulated Ontario market to occur in approximately the first half of 2026. No assurance can be given that these efforts will prove successful.
Product and software development Product and software development (related party) expenses decreased by $34 thousand or 14%, to $208 thousand for the year ended December 31, 2024, as compared to $242 thousand for year ended December 31, 2023.
Product and software development (other) expenses increased by $ 519 thousand or 63.4 %, to $ 1.3 million for the year ended December 31, 2025 , as compared to $ 818 thousand for the year ended December 31, 2024 .
Loss from operations Loss from operations was $5.8 million for the year ended December 31, 2024, as compared to $2.7 million for the year ended December 31, 2023, primarily due to the decreases in revenue due primarily to the exit of a market in the second half of 2023 and the increases in operating expenses.
Loss from operations Loss from operations was $ 6.2 million for the year ended December 31, 2025 , as compared to $ 8.5 million for the year ended December 31, 2024 , primarily due to the cost cutting and focusing on more profitable markets in 2025.
The change is due to a decrease in capitalized internal-use software costs and a decrease in the purchase of property and equipment during the period. Net cash provided by financing activities for the year ended December 31, 2024, was $7.7 million as compared to net cash used in financing activities of $336 thousand for the year ended December 31, 2023.
Net cash provided by financing activities for the year ended December 31, 2025 , was $ 90 thousand as compared to net cash provided by financing activities of $ 7.7 million for the year ended December 31, 2024 .
Product and software development (other) expenses increased by $476 thousand or 139%, to $818 thousand for the year ended December 31, 2024, as compared to $342 thousand for the year ended December 31, 2023. The increase is primarily driven by an increase in product development activity utilizing development resources from third parties as well as internal development resources.
The increase is primarily driven by an increase in product development activity utilizing development resources from third parties as well as internal development resources.
The decrease was primarily due t o the exit from Hungary, $1.2 million, due to a change in the regulatory environment in the second half of 2023, further impacted by decreases across New Zealand and Norway, partially offset by increases in Finland.
The decrease was primarily due to the exit from certain markets such as Norway, causing a decrease of $3.0 million, due to a change in the regulatory environment in those markets, offset by increases in Finland of $1.7 million.
Although total real money bets decreased by approximately 9% during the year ended December 31, 2024 , as compared to the year ended December 31, 2023, the decrease in revenue of approximately 6% during the same periods was the result of a lower return to players.
Although total real money bets decreased by approximately 13% during the year ended December 31, 2025 , as compared to the year ended December 31, 2024 , the decrease in revenue of approximately 11.9 % still generated improved operating results as the new focused markets that generate more profitable revenue per user.
The decrease was primarily driven by a more favorable exchange rate from Euro to USD. 39 Table of Contents Advertising and promotion Advertising and promotions (related party) expenses decreased by $693 thousand or 42%, to $956 thousand for the year ended December 31, 2024, as compared to $1.6 million for the year ended December 31, 2023.
Advertising and promotion Advertising and promotions (related party) expenses increased by $ 210 thousand or 22.0 %, to $ 1.2 million for the year ended December 31, 2025 , as compared to $ 956 thousand for the year ended December 31, 2024 .
Net loss Net loss was $5.9 million for the year ended December 31, 2024, as compared to net loss of $2.8 million for the year ended December 31, 2023.
The benefit is due to the release of the valuation of allowance in 2025. Net income (loss) from continuing operations Net income from continuing operations was $ 690 thousand for the year ended December 31, 2025 , as compared to net loss from continuing operations of $ 8.6 million for the year ended December 31, 2024 .
The decrease was primarily driven by our decrease in reliance on an affiliated company for user acquisition. Advertising and promotions expenses (other) increased by $3.4 million or 57%, to $9.4 million for the year ended December 31, 2024, as compared to $6.0 thousand for the year ended December 31, 2023.
Advertising and promotions expenses (other) decreased by $ 1.8 million or 26.8 %, to $ 4.9 million for the year ended December 31, 2025 , as compared to $ 6.7 million for the year ended December 31, 2024 .
The change is primarily driven by the increase in proceeds from closing of the IPO during the year ended December 31, 2024 compared to the year ended December 31, 2023. Restricted cash (current) was $1.1 million and $2.0 million at December 31, 2024 and December 31, 2023, respectively.
The most significant variance is due to IPO proceeds received during the period ended December 31, 2024, along with capitalization of gaming license costs in 2025. Restricted cash (current) was $ 589 thousand and $ 1.1 million at December 31, 2025 and December 31, 2024 , respectively.
Direct operating costs (other) increased by $937 thousand or 10%, to $10.3 million during the year ended December 31, 2024, as compared to $9.4 million for the year ended December 31, 2023, which is primarily related t o the use of nonrelated party affiliates across the comparative periods.
Direct operating costs (other) decreased by $ 2.1 million or 20.3 %, to $ 8.2 million during the year ended December 31, 2025 , as compared to $ 10.3 million for the year ended December 31, 2024 .
The decrease was primarily driven by using internal resources with better rates and decreasing reliance on outside parties to provide administrative services. General and administrative expenses (other) decreased by $848 thousand or 8% , to $9.2 million for the year ended December 31, 2024 , as compared to $10.0 million for the year ended December 31, 2023 .
General and administrative expenses (other) increased by $ 768 thousand or 8.4 %, to $ 9.9 million for the year ended December 31, 2025 , as compared to $ 9.1 million for the year ended December 31, 2024 .
This is due to a decrease in reserves required by payment service providers. Contractual Obligations and Commitments Please see Note 15, Commitments and Contingencies , to the consolidated financial statements. 42 Table of Contents Critical Accounting Estimates The preparation of the audited consolidated financial statements in conformity with U.S.
This is due to a less rolling serves required by payment service providers as we exited Norway market and funds caught up by payment service providers which as classified as restricted cash. Contractual Obligations and Commitments Please see Note 15, Commitments and Contingencies , to the consolidated financial statements.
High Roller Technologies, Inc. was incorporated in Delaware in 2021 as a holding company, with the intent to seek an initial public offering on a United States securities exchange. In January 2022 we launched HighRoller.com to deliver more immersive real money gaming experiences for the iCasino market.
A number of the Company’s games are available to play with a live dealer including blackjack, video poker, roulette, baccarat, craps, Game Shows and other popular live games. High Roller Technologies, Inc. was incorporated in Delaware in 2021 as a holding company, with the intent to seek an initial public offering on a United States securities exchange.
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Unless the context requires otherwise, all references in this MD&A to the “Company,” “we,” “us,” or “our” refer to the company, High Roller Technologies, Inc. and its subsidiaries. Our Business We are an evolving and growth-oriented iCasino and entertainment company that focuses primarily on online casino betting in Europe, North American and South America.
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Our Business We are an evolving and growth-oriented global online gaming operator focused on providing its customers with the most exciting, enjoyable and compelling online experience on the market. Our experienced operational management team actively oversees engagement with its players and partners.
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Our mission is to offer consistently superior customer experience by (i) providing fast onboarding, easy log-in and re-log-in, (ii) assuring efficient and secure payment processing, (iii) providing prompt payouts on player winnings, (iv) offering generous bonuses, bonus play and free spins on popular games, (v) utilizing an interactive environment for player engagement leading to longer stays online and more play, (vi) maintaining 24/7/365 customer service to assure customer satisfaction and (vii) providing an array of responsible gaming tools and AI models to ensure a safe gaming experience.
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The Company’s Platform is based around a set of gaming products, which the Company refers to as “iCasino” and is offered to players in select markets throughout the world.
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We intend to seek entry into one or more regulated North American markets utilizing proceeds from this offering but have not identified any target or budgeted any amount for such entries.
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We currently offers more than 6,000 games from over 90 providers, representing largely the entire range of iCasino games which are most attractive to our player base including video slots, blackjack, roulette, baccarat, craps, and video poker.
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We believe that our new CasinoRoom.com affiliate model site may further enable us to support future brands which we may launch or acquire with targeted traffic.
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In January 2022 we launched HighRoller.com to deliver more immersive real money gaming experiences for the iCasino market. Prior to our transition to the HighRoller.com Platform we operated our online iCasino activities under the casinoroom.com domain name.
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The decrease was primarily driven by a decrease in unrealized exchange differences due to a more favorable exchange rate from Euro to USD.
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On December 31, 2025 we divested Casinoroom.com. See Note 18 for details.
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The increase is primarily attributable to an increase in people related costs, including stock compensation expense; and increases in customer retention and other marketing services.
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During the year ended December 31, 2025 , the average revenue per user was $ 258 as compared to approximately $ 252 per user for the same period in 2024 . The decrease in overall bets was due to the focus on more profitable markets, as the revenue per user increased year over year.
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As customer engagement varies, so may our annual financial performance. 40 Table of Contents Our annual financial results may also be impacted by the number and amount of betting losses and jackpot payouts we experience.
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GAAP. We believe Adjusted EBITDA and Adjusted Earnings (Loss) Per Share are useful in evaluating our operating performance, similar to measures reported by our publicly-listed U.S. competitors, and regularly used by security analysts, institutional investors and other interested parties in analyzing operating performance and prospects.
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Liquidity and Capital Resources We measure liquidity in terms of our ability to fund the cash requirements of our business operations, including working capital and capital expenditure needs, contractual obligations and other commitments, with cash flows from operations.
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Adjusted EBITDA and Adjusted Earnings (Loss) Per Share are not intended to be a substitute for any U.S. GAAP financial measure. As calculated, they may not be comparable to other similarly titled measures of performance of other companies in other industries or within the same industry.
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As of the year ended December 31, 2023, we had net loss of $2.8 million, had net cash provided by operations of $ 762 thousand, an accumulated deficit of $21.2 million, and negative working capital of $4.6 million. 41 Table of Contents On June 6, 2024, the Company entered into interest free short-term unsecured loans with existing shareholders for $500 thousand.
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We define and calculate Adjusted EBITDA as net income (loss) before the impact of interest income and expense, income tax provision or benefit, and depreciation and amortization, and further adjusted for the following items: stock-based compensation; and other non-recurring and non-operating costs or income, as described in the reconciliation below.
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The loans were due and payable on or before December 31, 2024. If not paid on or before maturity the notes will accrue interest at a rate of 10% per year from the date of funds receipt.
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We define and calculate Adjusted Earnings (Loss) Per Share as basic earnings (loss) per share attributable to common stockholders before the impact of amortization of acquired intangible assets; stock-based compensation; and other non-recurring and non-operating costs or income, as described in the reconciliation below.
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On October 28, 2024 $35 thousand of the loan was repaid, on December 20, 2024 $375 thousand of the loan was converted to common stock and the remaining balance of the loan was paid back on January 3, 2025.
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We include non-GAAP financial measures because they are used by management to evaluate our core operating performance and trends and to make strategic decisions regarding the allocation of capital and new investments. Adjusted EBITDA and Adjusted Earnings (Loss) Per Share exclude certain expenses that are required in accordance with U.S.
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In June 2023 we entered into a debt conversion agreement with Ellmount Interactive A.B. and Spike Up Media A.B. pursuant to which we issued 631,809 shares of common stock, valued at $7.91 per share, to Spike Up in exchange for $5.0 million that we owed to Spike Up through June 30, 2023 for services provided to our subsidiary, HR Entertainment Ltd.
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GAAP because they are non-recurring items (for example, in the case of severance costs), non-cash expenditures (for example, in the case of amortization of acquired intangible assets, depreciation and amortization and stock-based compensation), or non-operating items which are not related to our underlying business performance (for example, in the case of interest expense).

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