High Roller Technologies declares non-reliance on Q1 and Q2 2026 financials due to a warrant accounting error.
SEC EDGAR, 2026-10-16: 8-K (Item 4.02) — "non-reliance"
High Roller Technologies declares non-reliance on Q1 and Q2 2026 financials due to a warrant accounting error.
Company: High Roller Technologies, Inc. (ROLR) Filed: 2026-10-16, 8-K (Item 4.02) Phrase: "non-reliance" — "On October 15, 2026, the Audit Committee (the “ Audit Committee ”) of the Board of Directors (the “ Board ”) of High Roller Technologies, Inc. (the “ Company ”), after discussion with the Company’s senior management, concluded that the Company’s previously issued unaudited condensed consolidated financial statements as of and for the periods ended March 31, 2026 and June 30, 2026, originally included in the Company’s Quarterly Reports on Form 10-Q filed with the Securities and Exchange Commission (the “ SEC ”) on May 12, 2026 and August 11, 2026, respectively (collectively the “ Prior Financial Statements ”), should no longer be relied upon and should be restated due to an error in the Company’s accounting for warrants issued to the placement agent for the Company’s January 2026 registered direct offering."
What the filing says: The company's Audit Committee concluded that its unaudited financial statements for the periods ended March 31, 2026, and June 30, 2026, must be restated due to an accounting error regarding warrants issued to a placement agent in January 2026. The company incorrectly recognized the $1.0 million grant-date fair value of the warrants as general and administrative expense instead of recording it as a reduction of additional paid-in capital. The non-cash correction will reduce the reported net loss for the three months ended March 31, 2026, from $3.0 million to $2.0 million (from $0.29 to $0.19 per share), and for the six months ended June 30, 2026, from $5.3 million to $4.3 million (from $0.50 to $0.41 per share). Management also identified a material weakness in internal control over financial reporting related to accounting for significant and unusual transactions.
Two ways it goes: A. The company files its amended quarterly reports on Form 10-Q/A and remediates its material weakness. B. The restatement process reveals additional accounting errors or control deficiencies that delay the filings or further alter past financial statements.
Next date: October 16, 2026, the date the company intends to file the amended quarterly reports.
Watch: The filing of the amended Form 10-Q reports for Q1 and Q2 2026.