What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2026-03-10 compared with 2025-03-21 · 288 added, 254 removed, 645 unchanged (46% of the section changed)

4 unchanged sentences

Consolidated Balance Sheets as of December 31, 2025 and 2024

Consolidated Statements of Operations and Comprehensive Loss for the years ended December 31, 2024 and 2023

Consolidated Statements of Stockholders’ (Deficit) Equity for the years ended December 31, 2024 and 2023

Consolidated Statements of Operations and Comprehensive Income (Loss) for the years ended December 31, 2025 and 2024

Consolidated Statements of Stockholders’ Equity for the years ended December 31, 2025 and 2024

Consolidated Statements of Cash Flows for the years ended December 31, 2025 and 2024

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We have audited the accompanying consolidated balance sheets of High Roller Technologies, Inc.

and Subsidiaries (the “Company”) as of December 31, 2024 and 2023, and the related consolidated statements of operations and comprehensive loss, changes in stockholders’ equity (deficit), and cash flows for each of the two years in the period ended December 31, 2024, and the related notes (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of their operations and their cash flows for each of the two years in the period ended December 31, 2024, in conformity with accounting principles generally accepted in the United States of America.

and Subsidiaries (the “Company”) as of December 31, 2025 and 2024, and the related consolidated statements of operations and comprehensive loss, changes in stockholders’ equity, and cash flows for each of the two years in the period ended December 31, 2025, and the related notes (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2025, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

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/s/ WithumSmith+Brown, PC

We have served as the Company’s auditor since 2022.

We have served as High Roller Technologies, Inc.'s auditor since 2022.

Whippany, New Jersey

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Cash and cash equivalents

$ 6,869 $ 2,087

Restricted cash

Prepaid expenses and other current assets

Deferred tax asset, current

Current assets of discontinued operations

Total current assets

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Intangible assets, net

$ 16,625 $ 11,785

Deferred tax asset, non-current

Noncurrent assets of discontinued operations

Liabilities and stockholders’ equity

1 unchanged sentence

Accounts payable

$ 1,560 $ 686

Accrued expenses

2 unchanged sentences

Short-term unsecured notes payable to stockholders

Operating lease obligation, current

Operating leases obligation, current

Current liabilities of discontinued operations

Total current liabilities

Other liabilities

Operating lease obligation, noncurrent

Other liabilities

Total liabilities

7 unchanged sentences

Additional paid-in capital

31,557 22,052

Accumulated deficit

( 27,143 ) ( 21,220 )

Accumulated other comprehensive income

1 unchanged sentence

Total liabilities and stockholders’ equity

$ 16,625 $ 11,785

See accompanying notes to the consolidated financial statements.

1 unchanged sentence

AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS )

For the Year Ended

1 unchanged sentence

Revenues, net

$ 27,882 $ 29,675

Operating expenses

8 unchanged sentences

Total operating expenses

33,674 32,366

Loss from operations

( 5,792 ) ( 2,691 )

Other expenses

Interest expense, net

( 125 ) ( 114 )

Gain on acquisition of intangible assets

Total other expenses

( 124 ) ( 114 )

Loss before income taxes

( 5,916 ) ( 2,805 )

Income tax expense

$ ( 5,923 ) $ ( 2,818 )

Income tax expense (benefit)

Net income (loss)

Net income from discontinued operations net of taxes

Net income (loss)

Other comprehensive (loss) income

Foreign currency translation adjustment

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

Comprehensive income (loss) from continuing operations

Net income (loss) per common share:

Continuing operations

Discontinued operations

Net income (loss) per common share – basic

Weighted average common shares outstanding – basic

Net income (loss) per common share:

Continuing operations

Discontinued operations

Net income (loss) per common share – diluted

Weighted average common shares outstanding – diluted

See accompanying notes to the consolidated financial statements.

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AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF STOCKHOLDERS ’ (DEFICIT) EQUITY

Stockholder’s

Comprehensive

CONSOLIDATED STATEMENTS OF STOCKHOLDERS ’ EQUITY

(in thousands, except shares)

December 31, 2022

6,318,094 $ 6 $ 16,834 $ ( 18,402 ) $ 1,412 $ ( 150 )

Issuance of common shares in settlement of short-term debt to affiliated party

631,809 1 4999 — — 5,000

Share-based compensation

— — 219 — — 219

Shares issued for vesting of restricted stock units

17,375 — — — — —

— — — ( 2,818 ) — ( 2,818 )

Foreign currency translation

— — — — 54 54

Additional Paid-In Capital

Accumulated Deficit

Accumulated Other Comprehensive Income

Total Stockholders' Equity

December 31, 2023

6,967,278 7 22,052 ( 21,220 ) 1,466 2,305

Shares issued for vesting of restricted stock units

48,989 — — — — —

Shares issued for services rendered

12,500 — — — — —

Settlement of an affiliated payable through contribution to capital

72,115 — 375 — — 375

Issuance of common shares in initial public offering, net of offering costs

1,250,000 1 8,077 — — 8,078

Share-based compensation

— — 1,053 — — 1,053

— — — ( 5,923 ) — ( 5,923 )

Foreign currency translation

— — — — ( 167 ) ( 167 )

December 31, 2024

8,350,882 $ 8 $ 31,557 $ ( 27,143 ) $ 1,299 $ 5,721

Shares issued for vesting of restricted stock units

Share-based compensation

Acquisition of Happy Hour Solutions

Reclassification from accumulated other comprehensive income to discontinued operations

Foreign currency translation

December 31, 2025

See accompanying notes to the consolidated financial statements.

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Cash flows from operating activities

$ ( 5,923 ) $ ( 2,818 )

Adjustments to reconcile net loss to net cash used in operating activities:

Net income (loss)

Adjustments to reconcile net income (loss) to net cash used in operating activities:

Amortization and depreciation

Foreign exchange loss (gain)

Foreign exchange gain

Noncash interest expense

2 unchanged sentences

Share-based compensation

Gain on acquisition of intangible assets

Changes in operating assets and liabilities:

Due from affiliates

( 1,010 ) 2,363

Prepaid expenses and other current assets

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Due to affiliates

( 461 ) ( 986 )

Other liabilities

( 22 ) ( 90 )

Operating lease liabilities

( 230 ) ( 25 )

Net cash (used in) provided by operating activities

( 3,906 ) 762

Net cash used in operating activities

Cash flows from investing activities

Investment in capitalized software

( 284 ) ( 380 )

Purchases of property and equipment

( 187 ) ( 249 )

Purchase of property and equipment

Net cash used in investing activities

( 471 ) ( 629 )

Cash flows from financing activities

Payment of offering costs

( 863 ) ( 336 )

Proceeds from issuance of debt

Cash settlement of affiliated debt

Proceeds from issuance of common stock in initial public offering, net of offering costs

Net cash provided by (used in) financing activities

7,680 ( 336 )

Payment of offering costs

Proceeds from issuance of debt

Net cash (used in) provided by financing activities

Effect of exchange rate changes on cash, cash equivalents and restricted cash

Net change in cash, cash equivalents, and restricted cash

3,909 ( 105 )

Cash, cash equivalents, and restricted cash – beginning of period

Cash, cash equivalents, and restricted cash – end of period

$ 7,954 $ 4,045

Supplemental disclosure of cash flow:

Cash paid for taxes

Non-cash investing and financing activities:

Conversion of related party debt to common stock

$ 375 $ 5,000

Offering costs accrued but not paid

Acquisition of right-of-use asset in exchange for lease obligations

Conversion of related party debt to common stock

Acquisition of Happy Hour Solutions

See accompanying notes to the consolidated financial statements.

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High Roller is the direct parent company of Ellmount Entertainment Ltd (“Entertainment”).

Entertainment, which is based in Malta, has been in operation for over a decade and operated an online gaming business offering casino games to customers worldwide under the domain name ‘casinoroom.com’ under licenses issued by the Malta Gaming Authority and Swedish Gaming Authority.

SUBSIDIARIES OF ENTERTAINMENT

Wowly NV (“Wowly”) is a wholly owned subsidiary of Entertainment.

Wowly, which is organized in Curacao, manages certain internet related advertising services on behalf of Entertainment.

Ellmount Support SA (“Support”), which was based in Costa Rica, provided services to Entertainment that are currently being provided by Lunar Ventures Limited (“Ventures”), as described below, prior to its wind down in first quarter of 2024.

Deep Dive Holdings LTD, which is organized in Malta in September 2024, acts as a holding company for our consolidated Maltese operating and service entities and has no operations.

Subsidiaries of Highroller

In March 2022, the Company acquired HR Entertainment Ltc (“HR Entertainment”), an entity organized under the laws of British Virgin Islands, which holds a worldwide license to operate the HighRoller.com domain, and HR Entertainment became a wholly-owned subsidiary of the Company.

On May 30, 2023, Ventures was incorporated in Malta.

On December 31, 2025, the Company disposed of casinoroom.com and transitioned Entertainment to a provider or marketing services to the group.

See “Note 18 – Discontinued Operations” for details.

Subsidiaries of High Roller

The following are our wholly owned subsidiaries:

• HR Entertainment LTD,

On March 17, 2022, the Company acquired HR Entertainment Ltd, an entity organized under the laws of British Virgin Islands, which holds a worldwide license to operate the HighRoller.com domain, and HR Entertainment became a wholly-owned subsidiary of the Company.

• Lunar Ventures Limited

On May 30, 2023, Lunar Ventures Limited was incorporated in Malta.

The services provided by Ventures principally include customer support, activation, and retention, risk management, payments, and fraud management, Facebook maintenance and telemarketing, and monthly reporting on support transactions.

• Interstellar Entertainment N.V

On February 15, 2024, Interstellar Entertainment N.V.

was incorporated in Curacao for the primary purpose of extending our current Curacao sublicense previously held by our wholly-owned subsidiary HR Entertainment, and to apply for a gaming license directly with the Curacao Gaming Control Board.

The Curacao Gaming Control Board has mandated that all applying entities seeking to receive a gaming license must be domiciled in Curacao.

was incorporated in Curacao for the primary purpose of extending our current Curacao sublicense previously held by our wholly-owned subsidiary HR Entertainment.

In March 2024, Interstellar Entertainment N.V., a wholly owned subsidiary of the Company incorporated in Curacao, applied to obtain a license from the Curacao Gaming Control Board and in July 2024 was issued license no.

OGL/2024/1042/0564 to operate the highroller.com and fruta.com domains.

The Company surrendered the license on December 16, 2025.

• Deep Dive Holdings LTD

Deep Dive Holdings LTD, which was organized in Malta in September 2024, acts as a holding company for our consolidated Maltese operating and service entities and has no operations.

• HRMT Services Ltd.

On March 3, 2025, HRMT Services Ltd.

was incorporated in Malta and currently has no operations.

• HRON Services Ltd

On March 13, 2025, HRON Services Ltd.

was incorporated in Malta.

The purpose of this entity is to obtain a gambling license in Ontario, Canada.

• Overstory LLC

On April 3, 2025, Overstory LLC was incorporated in Wyoming and currently has no operations.

• Ontario Inc

On May 20, 2025, Ontario Inc was incorporated in Ontario and currently has no operations.

• Happy Hour Solutions Limited

On December 31, 2025, Happy Hour Solutions Limited was acquired by the Company and holds our Estonian Gaming License.

• Wowly NV (“Wowly”)

Wowly, which is organized in Curacao, manages certain internet related advertising services on behalf of the Company.

Discontinued Operations

On December 31, 2025 , the Company agreed to assign and transfer to Spike Up Media, A.B.

the domain name www.

casinoroom.com and all variations and extensions the “Casino Room Domain”.

In exchange for the Casino Room Domain, the Company received 100 % of the issued and allotted share capital of Happy Hour Solutions Limited, which holds a valid remote gambling license issued by the Estonian Tax and Customs Board.

The disposal of the Casino Room Domain represents a strategic shift for the Company.

The operating results associated with the Casino Room Domain were reported as net income from discontinued operations in the consolidated statements of operations through December 31, 2025 , the date of disposition, and were considered material.

The net income from discontinued operations for the year ended December 31, 2024 represents the results associated with the Casino Room Domain results from the prior year.

The assets and liabilities associated with the Casino Room Domain have been separately classified in the accompanying consolidated balance sheet as of December 31, 2025 and 2024 .

Reverse stock split

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All significant intercompany accounts and transactions have been eliminated upon consolidation.

In the opinion of management, these consolidated financial statements have been prepared with normal recurring adjustments considered necessary for the fair presentation of the Company’s financial position and operating results.

Operating results are not necessarily indicative of the results expected for any future periods.

The historical results of operations of Casinoroom.com are presented as discontinued operations in these Consolidated Financial Statements.

Refer to Note 18, “Discontinued Operations,” for more information.

Risk and Uncertainties

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The Company has not experienced any losses to date resulting from this policy.

For the year ended December 31, 2024, the company recorded an allowance of $ 171 thousand for balances with certain payment service providers that is considered uncollectible.

For the year ended December 31, 2025 , the company recorded an allowance of $ 0.2 million for balances with certain payment service providers that is considered uncollectible.

Cash and cash equivalents that are legally restricted as to withdrawal or usage are classified as restricted cash in the consolidated balance sheets.

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Due from affiliates consists of amounts expected to be collected from certain affiliated companies under common control.

Amounts due reflect the revenues recorded by the Company under intra-group services arrangements for maintenance and operations of the iCasino platform on behalf of Interactive.

As of December 31, 2024 and 2023 , due from affiliates reflected amounts due from Spike Up and Happy Hour Solutions (see Note 13 ).

Amounts due reflect the revenues recorded by the Company under intra-group services arrangements for maintenance and operations on behalf of Ellmount Entertainment.

As of December 31, 2025 and 2024 , due from affiliates reflected amounts due from Spike Up (see Note 13).

On a periodic basis, the Company evaluates the collectability of amounts due from affiliates and establishes an allowance for amounts not expected to be collected.

No allowance was recorded for the periods presented in the consolidated financial statements.

No allowance was recorded for the years ended December 31, 2025 and 2024 , presented in the consolidated financial statements.

Deferred Offering Costs

Deferred offering costs consist of payments with respect to pending equity financing transactions, including legal fees.

Such costs were deferred and were charged to additional paid-in capital during the year ended December 31, 2024 in conjunction with the completion of the Company’s initial public offering in October 2024.

Such costs were deferred and will be charged to additional paid-in capital during the year ended December 31, 2026 in conjunction with the completion of the Company’s equity raises in January 2026.

Property and Equipment, net

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The Company’s long-lived assets consist of property and equipment, operating lease-right of use assets and indefinite lived assets (i.e.

trademarks and domain name).

trademarks, domain name and gaming license).

The Company evaluates long-lived assets for indicators of impairment at least annually or when events or changes in circumstances indicate that their carrying amounts may not be recoverable.

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Fair values of indefinite-lived intangible assets are determined based on discounted cash flows.

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 the carrying value, and thus it was not impaired.

Projected cash flows included an estimated commission fee for referring a player who opens an account with a deposit to an online gaming site, as well as future revenue sharing agreements for those customers based upon net gaming revenue over an estimated gaming period ranging from approximately 5 months to 12 months.

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The Company incurs payment processing costs on customer deposits and occasionally chargebacks (i.e., when a payment processor contractually disallows customer deposits in the normal course of business).

Intra-Group Service Arrangement

The Company also performed certain intra-group services related to management services for Interactive.

The Company did not control the contractual services and therefore recorded the services as net revenue over time during the period of performance as the customer simultaneously receives and consumes the benefits from the services provided.

Fair Value Measurements

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Valuation allowances in respect of deferred tax assets are provided for, if necessary, to reduce deferred tax assets to amounts more likely than not to be realized.

As of December 31, 2024 and 2023 , the Company had recorded a full valuation allowance on its deferred tax assets.

As of December 31, 2025 the Company released the valuation allowance related to the deferred tax assets of $ 3.2 million.

For the year ended December 31, 2024 , the Company had recorded a full valuation allowance on its deferred tax assets.

ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return.

2 unchanged sentences

Any interest and penalties related to uncertain tax positions will be recognized as a component of income tax expense.

Net Loss Per Share

Net Income (Loss) Per Share

The Company computes net loss per share in accordance with ASC 260, Earnings per Share (“ASC 260”).

5 unchanged sentences

As of December 31, 2025 and 2024 , the Company had 1,220,420 and 1,295,840 potentially dilutive common shares outstanding, respectively.

The additional securities are excluded from the dilutive earnings per share calculation as of December 31, 2024 and 2023 , because the effect would have been anti-dilutive.

The additional securities excluded from the dilutive earnings per share calculation because their effect would have been anti-dilutive are as follows:

As of and for the Years Ended

101,672 39,172

The additional securities are included in dilutive earnings per share calculation as of December 31, 2025 .

The additional securities excluded from the dilutive earnings per share calculation as of December 31, 2024 , because their effect would have been anti-dilutive are as follows:

For the Years Ended

Stock options

938,453 88,454

Restricted stock units

255,715 93,823

1,295,840 221,449

Foreign Currency and Foreign Exchange Risk

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For the years ended December 31, 2025 and 2024 , the Company incurred foreign currency transaction losses of $ 0.5 million and $ 1.1 million, respectively.

While we expect these losses to persist into 2025, we continue to manage and negotiate contracts with payment providers.

The effects of foreign currency translation adjustments are included in stockholders’ equity (deficit) as a component of accumulated other comprehensive income in the accompanying consolidated balance sheets.

The effects of foreign currency translation adjustments are included in stockholders’ equity as a component of accumulated other comprehensive income in the accompanying consolidated balance sheets.

Foreign currency fluctuations between the functional and reporting currency can significantly impact the currency translation adjustment component of accumulated other comprehensive income.

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The mitigating effect of its plans, however, is only considered if both (1) it is probable that the plans will be effectively implemented within one year after the date that the financial statements are issued, and (2) it is probable that the plans, when implemented, will mitigate the relevant conditions or events that raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the Consolidated Financial Statements are issued.

The Company's history of operating losses and negative operating cash flows initially raised substantial doubt regarding its ability to continue as a going concern.

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.

The Company raised approximately $ 23.6 million in net proceeds through a PIPE and registered direct offering in January 2026.

With the cash on hand, and the projected cash generated from operations, it is sufficient to fund the Company's operations for a period of at least 12 months after the issuance of the accompanying Consolidated Financial Statements ensuring the Company's ability to continue as a going concern.

The Company’s credit risk arises from cash and cash equivalents, and restricted cash and deposits with banks and other financial institutions.

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Segment Information

In November 2023, the Financial Accounting Standards Board (“FASB”) issued ASU 2023 - 07, Segment Reporting (Topic 280 ), Improvements to Reportable Segment Disclosures (“ASU 2023 - 07” ), which is effective for the consolidated financial statements for the reporting period and all interim periods thereafter.

The Company adopted ASU 2023 - 07 on January 1, 2024.

In accordance with ASC 280, “Segment Reporting”, the Company has one operating segment, which focuses on providing an online gaming casino to customers.

In accordance with ASU 2023-07, Segment Reporting (Topic 280), Improvements to Reportable Segment Disclosures (“ASU 2023-07”), the Company has one operating segment, which focuses on providing an online gaming casino to customers.

The Company’s chief operating decision maker (“CODM”) identified as the Company’s Chief Executive Officer, utilizes the consolidated results of operations as a whole when making decisions about allocating resources and assessing the performance of the Company.

1 unchanged sentence

See Note 17, Segment Reporting .

The Company accounts for common stock subject to possible conversion in accordance with the guidance in ASC Topic 480 - “Distinguishing Liabilities from Equity” .

Common stock (including common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity.

At all other times, common stock is classified within stockholders’ equity.

The Company’s common stock may feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events.

Accordingly, shares of common stock subject to possible redemption are presented as temporary equity, adjusted to reflect redemption value (if material), outside of the stockholders’ equity section of the Company’s consolidated balance sheet.

The Company did not have any potentially redeemable preferred stock as of December 31, 2024 or 2023.

Recent Accounting Pronouncements

Recent Adopted Accounting Pronouncements

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740), Improvements to Income Tax Disclosures (“ASU 2023-09”).

The amendments in ASU 2023-09 are intended to increase transparency through improvements to income tax disclosures primarily related to the rate reconciliation and income taxes paid information.

ASU 2023 - 09 is effective for annual periods beginning after December 15, 2024, with early adoption permitted.

The Company is currently evaluating the disclosure impact that ASU 2023 - 09 may have on its financial statement presentation and disclosures.

The Company has adopted the disclosure requirements of the standard effective January 1, 2025, and are in Note 14 “Income Taxes”.

Management does not believe that any other recently issued, but not yet effective, authoritative guidance, if currently adopted, would have a material impact on the Company’s financial statement presentation or disclosures.

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Net gaming revenue

$ 24,324 $ 28,577

Net revenue generated through intra-group services arrangements

Net revenue generated through non-core services

Discontinued operations

Total Revenue

$ 27,882 $ 29,675

The Company’s revenue by country for those countries with significant revenue for the years ended December 31, 2025 and 2024 is summarized as follows:

1 unchanged sentence

(in thousands)

$ 12,950 46 % $ 8,208 28 %

6,524 23 % 7,725 26 %

3,653 13 % 6,076 20 %

3,780 14 % 4,607 16 %

Rest of world

975 3 % 3,059 10 %

Total Revenue

$ 27,882 100 % $ 29,675 100 %

As of December 31, 2025 and 2024 , the Company had not recorded any contract assets or liabilities.

3 unchanged sentences

Cash and cash equivalents

$ 6,869 $ 2,087

Restricted cash

Total cash and cash equivalents, and restricted cash

$ 7,954 $ 4,045

The following table presents cash and cash equivalents, and restricted cash held in accounts in each country (translated into USD) as of December 31, 2025 and 2024 :

6 unchanged sentences

Total cash and cash equivalents, and restricted cash

$ 7,954 $ 4,045

NOTE 6 — PREPAID EXPENSES AND OTHER CURRENT ASSETS

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(in thousands)

Prepaid insurance

VAT recoverable

Payment provider receivables

Prepaid income tax

Prepaid insurance

Other prepaids

3 unchanged sentences

December 31, 2025

$ 1,237 $ (950 ) $ — $ 287

4,129 — — 4,129

Weighted Average Amortization Period (years)

Gross Carrying Amount

Accumulated Amortization

Accumulated Impairment Amount

Net Carrying Amount

Capitalized license*

Capitalized software

3 817 ( 334 ) — 483

$ 6,183 $ ( 1,284 ) $ — $ 4,899

*Includes intangible asset acquisition of gaming license of $ 4.0 million.

December 31 , 2024

$ 1,242 $ — $ ( 935 ) $ 307

4,396 — — 4,396

Weighted Average Amortization Period (years)

Gross Carrying Amount

Accumulated Amortization

Accumulated Impairment Amount

Net Carrying Amount

Capitalized software

3 568 ( 154 ) — 414

$ 6,206 $ ( 154 ) $ ( 935 ) $ 5,117

Trademarks and domain names have no amortization as the Company recognizes these identified intangibles assets as having an indefinite useful life.

Trademarks, domain names and gaming license have no amortization as the Company recognizes these identified intangibles assets as having an indefinite useful life.

The Company considered various economic and competitive factors, including but not limited to, the life of trademarks that have been in existence with trademarks generally in the casino industry.

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The Company’s trademarks and domain names are located in Europe.

During the year ended December 31, 2024 , no indicators of impairment have been noted since the analysis performed at year end.

During the year ended December 31, 2025 , no indicators of impairment have been noted.

During the year ended December 31, 2023, the Company acquired the Fruta.com domain for $ 40 thousand.

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Year Ended December 31 ,

Amortization Expense

NOTE 8 — PROPERTY AND EQUIPMENT

3 unchanged sentences

Leasehold improvements

accumulated depreciation and amortization

( 48 ) ( 53 )

accumulated depreciation

Total property and equipment, net

The Company recorded depreciation expense on property a nd equipment of $ 44 thousand and $ 25 thousand for the yea rs ended December 31, 2024 and 2023 , respectively, which is included in general and administrative expenses in the consolidated statements of operations.

The Company recorded depreciation expense on property and equipment of $ 60 thousand and $ 44 thousand for the years ended December 31, 2025 and 2024 , respectively, which is included in general and administrative expenses in the consolidated statements of operations.

NOTE 9 — ACCRUED EXPENSES

2 unchanged sentences

VAT and other non income tax liabilities

$ 1,503 $ 778

Accrued expenses

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Accrued marketing

Income tax payable

Accrued payroll

1 unchanged sentence

Total accrued expenses

$ 4,307 $ 4,300

NOTE 10 — STOCKHOLDERS ’ EQUITY

8 unchanged sentences

The Warrants have typical representations, warranties and anti-dilution rights.

NOTE 11 — NET LOSS PER SHARE

The computation of net loss per common share and the weighted average common shares outstanding for the years ended December 31, 2024 and 2023 are summarized as follows:

NOTE 11 — NET INCOME (LOSS) PER SHARE

The computation of net income (loss) per common share and the weighted average common shares outstanding for the years ended December 31, 2025 and 2024 are summarized as follows:

For the Year Ended

(in thousands, except share and per share data)

$ ( 5,923 ) $ ( 2,818 )

Net income (loss) from continuing operations

Net income from discontinued operations net of taxes

Weighted average number of shares used in computing net loss per share – basic

7,248,892 6,641,774

Net loss per share - basic

$ ( 0.82 ) $ ( 0.42 )

$ ( 5,923 ) $ ( 2,818 )

Net income (loss) per share from continuing operations - basic

Net income (loss) per share from discontinued operations - basic

Net income (loss) per share - basic

Net income (loss) from continuing operations

Net income from discontinued operations net of taxes

Weighted average number of shares used in computing net loss per share – diluted

7,248,892 6,641,774

Net loss per share - diluted

$ ( 0.82 ) $ ( 0.42 )

As of December 31, 2024 and 2023 , the Company excluded the outstanding securities summarized below, which entitle the holders thereof to acquire shares of common stock, from its calculation of dilutive net loss per share for the years ended December 31, 2024 and 2023 , as their effect would have been anti-dilutive.

These additional securities were excluded from the calculation of dilutive net loss per share as follows:

As of and for the Years Ended

101,672 39,172

Net income (loss) per share from continuing operations - diluted

Net income (loss) per share from discontinued operations - diluted

Net income (loss) per share - diluted

As of December 31, 2024 , the Company excluded the outstanding securities summarized below, which entitle the holders thereof to acquire shares of common stock, from its calculation of dilutive net loss per share for the years ended as their effect would have been anti-dilutive.

As of December 31, 2025 , the Company included the outstanding securities summarized below.

These additional securities were excluded from the calculation of dilutive net income (loss) per share as follows:

For the Years Ended

Stock options

938,453 88,454

Restricted stock units

255,715 93,823

1,295,840 221,449

NOTE 12 — SHARE-BASED COMPENSATION

1 unchanged sentence

Upon adoption, an aggregate of 1,700,000 shares of common stock was reserved for grant and issuance pursuant to the equity incentive plan.

On November 17, 2025, the stockholders of the Company approved and adopted an amendment to the Company’s 2024 Equity Incentive Plan, as amended, at its 2025 annual meeting of stockholders to increase the number of shares of common stock available for issuance thereunder from 1.7 million to 4.2 million.

A summary of option activity for the years ended December 31, 2025 and 2024 is presented below:

Number of Options

Weighted-Average Exercise Price

Weighted-Average Remaining Contractual Term (In Years)

Outstanding - January 1, 2024

199,651 $ 7.63 5.79

Modified/Cancelled

( 111,198 ) $ 11.87 6.51

Expired/Forfeited

Outstanding - December 31, 2024

88,453 $ 2.29 3.67

940,000 $ 5.42 9.80

Modified/Cancelled

Expired/Forfeited

( 90,000 ) $ 6.33 —

Outstanding - December 31, 2025

938,453 $ 5.08 9.20

Exercisable - December 31, 2025

148,454 $ 3.92 5.25

Options granted during the year ended December 31, 2024 were valued using the Black-Scholes option-pricing model with the following assumptions.

There were no options granted during the year ended December 31, 2023 .

Options granted during the year ended December 31, 2025 and 2024 were valued using the Black-Scholes option-pricing model with the following assumptions.

For the Year Ended

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Expected volatility

Exercise price

For the Year Ended

December 31, 2024

Weighted average grant date fair value

Expected term (years)

Risk-free interest rate

Expected volatility

Expected dividends yield

Exercise price

5.20 0 - 6.33 33

The Company estimates its expected volatility by using a combination of historical share price volatilities of similar companies within our industry.

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Product software and development

Compensation cost related to non-vested option awards not yet recognized as of December 31 , 2024 was $ 2.4 million and will be rec ognized over the next 2.75 years.

Compensation cost related to non-vested option awards not yet recognized as of December 31, 2025 was $ 0.9 million and will be recognized over the next 2.75 years.

Restricted Stock Units (“RSUs”)

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A summary of RSU activity for the years ended December 31, 2025 and 2024 is presented below:

Number of Units

Weighted Average Grant Date FV

RSUs outstanding at January 1, 2024

111,198 $ 8.92

( 17,375 ) $ 13.53

RSUs outstanding at December 31, 2024

93,823 $ 8.07

306,623 $ 5.64

( 48,989 ) $ 7.18

( 95,741 ) $ 7.60

RSUs outstanding at December 31, 2025

255,716 $ 4.13

The total fair value of RSUs vested during the years ended December 31, 2025 and 2024 was $ 485 thousand and $ 352 thousand, respectively.

5 unchanged sentences

Product software and development

Of the 306,623 RSUs granted during the year ended December 31, 2024, 60,812 were determined to be performance RSUs, of which 30,406 vest upon the Company generating specified net gaming revenue targets for the year ending December 31, 2024 and 30,406 vest upon generating specified net gaming revenue targets for the year ending December 31, 2025.

As of December 31, 2024, the Company determined it was not probable of these performance conditions being met and therefore no expense has been recognized.

Of the RSUs granted during the year ended December 31, 2025 , none were determined to be performance RSUs.

Total compensation cost related to non-vested time-based RSUs not yet recognized as of December 31, 2025 was approximately $ 359 thousand which will be recognized on a straight-line basis through the end of the vesting period in 2028.

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As of December 31, 2025 , the Company had the following warrants outstanding:

Number of Shares

Weighted-Average Exercise Price

Weighted-Average Remaining Contractual Term (In Years)

Warrants outstanding - January 1, 2024

39,172 $ 2.37 4.50

Warrants outstanding - December 31, 2024

39,172 $ 2.37 3.50

62,500 $ 10 4.81

Warrants outstanding - December 31, 2025

101,672 $ 7.06 4.40

Warrants exercisable - December 31, 2025

101,672 $ 7.06 4.40

The $ 250 thousand expense related to the issuance of the 62,500 warrants was included in general and administrative expense during the years ended December 31, 2024 .

There was no expense related to the issuance of warrants during the year ended December 31, 2023 .

The no expense related to the issuance included in general and administrative expense during the years ended December 31, 2025 .

There was $ 250 thousand expense related to the issuance of warrants recorded during the year ended December 31, 2024 .

NOTE 13 — RELATED PARTY TRANSACTIONS

Services Agreement

The Company had previously entered into an Intra-Group Services Agreement with Interactive, pursuant to which, among other things, the Company and its subsidiaries provided certain specified services to Interactive.

In addition, Interactive provides certain services to the Company.

Beginning in 2022, the Company no longer provided specified services to Interactive, but Interactive continued to provide specified services to the Company.

There also exists an agreement with another affiliate, Spike Up, wherein Spike Up provides marketing and promotion and other operating support for the Company.

For the years ended December 31, 2024 and 2023 , the Company generated revenues of $ 3.6 million and $ 1.1 million respectively, related to the services performed for Spike Up for the Company, which was included in net revenues in the consolidated statements of operations.

For the years ended December 31, 2024 and 2023 , the Company recognized $ 737 thousand and $ 1.6 million, respectively, for marketing and other operating costs performed by Spike Up on behalf of the Company, which was included in advertising and promotion in the consolidated statements of operations.

For the year ended December 31, 2024 and 2023, the Company also incurred other costs from Spike Up that were included in the consolidated statement of operations, consisting of $ 621 thousand and $ 459 thousand included in general and administrative expenses, $ 2.6 million and $ 4.2 million included in direct operating costs, and respectively.

The Company had previously entered into a Services Agreement with Spike Up, pursuant to which, among other things, Spike Up provides certain specified services to the Company, these include marketing and promotion and other operating support for the Company.

For the years ended December 31, 2025 and 2024 , the Company generated no revenues related to the services performed for Spike Up for the Company.

Included in net income from discontinued operations, net of taxes in the consolidated statements of operations for the years ended December 31, 2025 and 2024 , $ 5.5 million and $ 4.7 million, respectively.

For the years ended December 31, 2025 and 2024 , the Company recognized $ 0 and $ 0.6 million, respectively, for marketing and other operating costs performed by Spike Up on behalf of the Company, which was included in advertising and promotion in the consolidated statements of operations.

For the year ended December 31, 2024 , $ 0.2 million was included in net income for discontinued operations, net of taxes, for marketing and other operating costs performed by Spike Up.

For the years ended December 31, 2025 and 2024 , the Company also incurred other costs from Spike Up that were included in the consolidated statement of operations, consisting of $ 0 and $ 0.6 million, respectively, included in general and administrative expenses.

For the years ended December 31, 2025 and 2024, the Company also incurred other costs from Spike Up that were included in the consolidated statement of operations, consisting of $ 0.8 million and $ 2.2 million, respectively, included in direct operating costs.

For the years ended December 31, 2025 and 2024 , $ 1.7 million and $ 0.4 million, are included in net income for discontinued operations, net of taxes, respectively.

For the years ended December 31, 2025 and 2024 , the Company recognized an immaterial amount in both periods for services performed by Interactive for the Company which was included in general and administrative expenses in the consolidated statements of operations.

Happy Hour Solutions Ltd., a company registered in Cyprus and a subsidiary of Happy Hour Entertainment Holdings Ltd., one of our principal shareholders, is the holder of an Estonian gaming license, and as of October 21, 2021 entered into a Services Agreement with HR Entertainment Ltd., a company registered in the British Virgin Islands, whereby Happy Hour Solutions would provide gaming and technical and solutions, as well as hosting and cloud services, customer services, management information systems and other operational services for HR Entertainment.

Pending receipt of an Estonian gaming license, for which we intend to apply following close of our public offering, we entered into several agreements with Happy Hour Solutions Ltd., including:

Happy Hour Solutions Ltd., a company registered in Cyprus and, until the company acquired Happy Hour Solutions Ltd.

on December 31, 2025, a subsidiary of Happy Hour Entertainment Holdings Ltd., is the holder of an Estonian gaming license, and as of October 21, 2021 entered into a Services Agreement with HR Entertainment Ltd., a company registered in the British Virgin Islands, whereby Happy Hour Solutions would provide gaming and technical and solutions, as well as hosting and cloud services, customer services, management information systems and other operational services for HR Entertainment.

We entered into several agreements with Happy Hour Solutions Ltd., 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;

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The Happy Hour Solutions Agreements collectively allow HR Entertainment access to additional online gaming revenues.

In consideration of these agreements, HR Entertainment pays Happy Hour Solutions consideration of 500 euros per month.

As of March 2024, Happy Hour Solutions Limited entered into a nominee agreement with Interstellar Entertainment N.V., a wholly owned subsidiary of High Roller Technologies Inc.

Beginning in the fourth quarter of 2023, the Company also recognized certain administrative costs performed by certain subsidiaries of Happy Hour Entertainment Holdings.

For the years ended December 31, 2024 and 2023 , the Company recognized $ 34 thousand and $ 22 thousand, respectively, for services performed for the Company by Happy Hour Entertainment Holdings and its wholly owned subsidiaries which was included in general and administrative expenses in the consolidated statements of operations.

For the years ended December 31, 2025 and 2024 , the Company recognized $ 0 and $ 34 thousand, respectively, for services performed for the Company by Happy Hour Entertainment Holdings and its wholly owned subsidiaries which was included in general and administrative expenses in the consolidated statements of operations.

On December 31, 2025 the Company acquired Happy Hour Solutions.

As of March 1, 2022, the Company entered into an agreement with Funnz (formerly known as WKND) to perform various services in connection with the conduct of the Company’s business.

For the year ended December 31, 2024 , services totaled $ 208 thousand, which was included in product and software development expenses in the consolidated statement of operations.

For the year ended December 31, 2023, services totaled $ 290 thousand, with $ 47 thousand included in direct operating, and $ 54 thousand included in product and software development expenses in the consolidated statement of operations.

For the year ended December 31, 2025 , services totaled $ 0 .

For the year ended December 31, 2024 , services totaled $ 208 thousand which was included in product and software development costs in the consolidated statement of operations.

Due From/Due to Affiliates

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Due from affiliates

Happy Hours Entertainment Holdings

Happy Hour Entertainment Holdings

Total due from affiliates

$ 1,624 $ 702

Due to affiliates

Happy Hour Solutions

Funnz (formerly known as WKND)

Total due to affiliates

$ 3,406 $ 3,972

As of December 31, 2025 and 2024 , the total amount due to Spike Up includes $ 1.8 million and $ 2.4 million, respectively, related to the HighRoller.com domain name purchase (see Note 7).

NOTE 14 — INCOME TAXES

The Company’s loss before income taxes for the years ended December 31, 2024 and 2023 from domestic and foreign operations are as follows:

The Company’s pre-tax loss from continuing operations before income taxes for the years ended December 31, 2025 and 2024 from domestic and foreign operations are as follows:

Year Ended December 31,

(in thousands)

$ ( 3,360 ) $ ( 1,630 )

( 2,556 ) ( 1,175 )

Loss before income taxes

$ ( 5,916 ) $ ( 2,805 )

The components of income tax expense for the years ended December 31, 2025 and 2024 are summarized as follows:

5 unchanged sentences

State and local

Income tax expense

Income tax expense (benefit)

Total cash taxes paid net of refunds received in 2025 was $ 22 k paid to Malta.

Beginning in 2025 annual reporting, we adopted ASU 2023-09 prospectively.

Reconciliations of income tax expense computed at the U.S.

federal statutory income tax rate of 21 % to the recognized income tax expense is summarized as follows:

federal statutory income tax rate of 21 % to the recognized income tax expense pursuant to the disclosure requirements of ASU 2023-09, as codified under ASC 740-10-50-12A, for the year ended December 31, 2025 is as follows:

Year Ended December 31,

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($ in thousands)

Amount Percent Amount Percent

federal statutory income tax rate

$ ( 1,242 ) 21.00 % $ ( 589 ) 21.00 %

Statutory tax rate difference between Malta and United States

Change in valuation allowance

985 ( 16.66 )% 896 ( 31.93 )%

Sale of asset

Write off balances

Non-trading expenses

Statutory tax rate difference between Curacao and United Stated

Change in valuation allowance

Extraterritorial gross profit adjustment

Statutory tax rate difference between Cyprus and United Stated

Change in valuation allowance

British Virgin Islands

Statutory tax rate difference between British Virgin Islands and United Stated

Change in valuation allowance

Nontaxable or nonincludible items:

Other permanent items

50 - 0.84 % ( 14 ) 0.52 %

Forfeiture of stock options

tax shortfalls from equity award vestings

Meals & entertainment

Sale of asset

Effect of cross-border tax laws

Provision to return differences

( 21 ) 0.36 % ( 153 ) 5.44 %

Statutory to US GAAP adjustments

( 28 ) 0.48 % — 0.00 %

Foreign rate differential

263 ( 4.47 )% ( 127 ) 4.51 %

Foreign tax rate differential

Income tax expense (benefit)

$ 7 ( 0.13 )% $ 13 ( 0.46 )%

Deferred Tax Assets and Liabilities

3 unchanged sentences

Net operating loss carryforward

$ 5,526 $ 5,129

Unrealized gain or loss

1 unchanged sentence

Share-based compensation

Statutory to US GAAP

valuation allowance

( 6,410 ) ( 5,816 )

valuation allowance net of release

Total deferred tax assets

Deferred tax liabilities:

Gaming License

Net deferred tax assets (liabilities)

5 unchanged sentences

As the Company reassesses these assumptions in the future, changes in forecasted taxable income may alter this expectation and may result in changes to the valuation allowance and the effective tax rate.

During the year ended December 31, 2025, the Company released the valuation allowance related to the deferred tax assets of Ellmount Entertainment Ltd., resulting in a income tax benefit of $ 3,159,769 .

This release was based on positive evidence, including a cumulative history of earnings, management’s updated financial projections, recent operating results, and executed revenue contracts that support expectations of continued profitability.

In evaluating the realizability of deferred tax assets of Ellmount Entertainment Ltd., management also considered negative evidence such as historical operating losses;

however, management concluded that the positive evidence outweighed the negative evidence.

The remaining valuation allowance for the Company and its other subsidiaries continues to be maintained where management believes it is not more-likely-than-not that the deferred tax assets will be realized.

The Company has determined that undistributed earnings of its non-U.S.

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US net operating loss carryforwards

$ 4,639 Indefinite

$ 2,549 Indefinite

Foreign net operating loss carryforwards (Malta)

9,867 Indefinite

11,588 Indefinite

Foreign net operating loss carryforwards (Curacao)

5,797 2024 - 2034 2,261 2024 - 2029

Foreign net operating loss carryforwards (Cyprus)

42 2027 - 2029 — N/A

Foreign net operating loss carryforwards (Costa Rica)

— N/A 140 2024

$ 20,345 $ 16,538

The Tax Cuts and Jobs Act of 2017 (TCJA) amended Internal Revenue Code (IRC) Section 174, requiring taxpayers to capitalize and amortize specified research or experimental (SRE) expenditures from tax years beginning after December 31, 2021.

However, these capitalization requirements only apply to qualified SRE activities as defined under IRC Section 174.

The company's 2024 activities do not currently qualify as SRE under IRC Section 174.

As a result, the company has not recorded any capitalized SRE costs subject to amortization for the tax year 2024.

The Inflation Reduction Act created the Corporate Alternative Minimum Tax (CAMT), which imposes a 15% minimum tax on the adjusted financial statement income of large corporations for taxable years beginning after December 31, 2023.

The CAMT generally applies to large corporations with average annual financial statement income exceeding $1 billion.

Accordingly, CAMT does not apply to High Roller Technologies Inc and foreign subsidiaries for the tax year 2024.

On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was enacted, which includes provisions that impact corporations.

OBBBA retroactively permits the immediate expensing of domestic research and experimental expenditures while continuing to require capitalization and amortization of foreign research and experimental expenditures over 15 years under I.R.C.

The Company did not have any capitalized Section 174 expenditures that would be deductible retroactively by filing amended returns.

The Company has evaluated the impact of other OBBBA provisions on its income tax provision and overall tax position and determined there are no material impact on the financial statements.

Uncertain Tax Positions

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Ellmount Entertainment Ltd, a wholly-owned subsidiary of the Company, has litigation pending in Austria and Germany regarding player claims and related legal fees.

The Company has provided an appropriate provision for these claims and related fees, which are included in accrued expenses in the consolidated balance sheets at December 31, 2024 and 2023 .

The Company has provided an for an immaterial provision for these claims and related fees, which are included in accrued expenses in the consolidated balance sheets at December 31, 2025 and 2024 .

The Company currently is not targeting these markets and does not anticipate further claims of a similar nature in these markets.

The Company is also currently subject to administrative claims initiated by the Czech Ministry of Finance regarding the operation of gambling activities in 2018 without a license and has been ordered to pay a fine of approximately $ 216 thousand, which is under appeal.

The Company has provided a full provision for these administrative claims in accrued expenses in the consolidated balance sheets at December 31, 2025 and 2024 .

3 unchanged sentences

NOTE 16 — LEASES

The Company previously had an operating lease for administrative offices in Malta and Costa Rica, but these leases were terminated in January 2023 and October 2023, respectively.

In January 2024 , the Company entered into a lease for office space and car parking bays in Malta.

6 unchanged sentences

Lease expense for operating leases recorded in the balance sheet is included in operating costs and expenses and is based on the future minimum lease payments recognized on a straight- line basis over the term of the lease plus any variable lease costs.

Operating lease expenses, inclusive of short-term and variable lease expenses, included in the Company’s consolidated statements of operations for the years ended December 31, 2024 and 2023 , w ere $ 232 thousand and $ 18 thousand, respectively.

Operating lease expenses, inclusive of short-term and variable lease expenses, included in the Company’s consolidated statements of operations for the years ended December 31, 2025 and 2024 , were $ 199 thousand and $ 232 thousand, respectively.

We have a month to month lease in Las Vegas.

3 unchanged sentences

Lease obligations, net

Operating lease obligations are based on the net present value of t he remaining lease paym ents over the remaining lease term.

Operating lease obligations are based on the net present value of the remaining lease payments over the remaining lease term.

In determining the present value of lease payments, the Company used its incremental borrowing rate on the date of adoption of ASU 2016 - 02 , Leases.

11 unchanged sentences

These legal entities represent acquisitions that occurred over time pursuant to the Company’s strategic growth strategy.

NOTE 18 — DISCONTINUED OPERATIONS

On December 31, 2025 , the Company agreed to assign and transfer to Happy Hour Entertainment Holdings Ltd.

the domain name www.

casinoroom.com and all variations and extensions the “Casino Room Domain”.

In exchange for the Casino Room Domain, the Company received 100 % of the issued and allotted share capital of Happy Hour Solutions Limited.

Which holds a valid remote gambling license issued by the Estonian Tax and Customs Board.

The sale of the Casino Room Domain represents a strategic shift for the Company and resulted in a loss on disposition of $ 0.3 million, net, with income from discontinued operations of $ 2.5 million for a total income of $ 3.2 million, which was recorded in net income from discontinued operations in the consolidated statement of operations for the year ended December 31, 2025 .

The operating results of the Casino Room Domain were reported as net income from discontinued operations in the consolidated statements of operations through December 31, 2025 , the date of disposition, and were considered material.

The net income from discontinued operations of $ 2.7 million for the period ended December 31, 2024 represents the Casino Room Domain’s operating results from the prior year.

The assets and liabilities related to the Casino Room Domain have been separately classified in the accompanying consolidated balance sheet as of December 31, 2025 and 2024 .

The assets and liabilities associated with discontinued operations consisted of the following as of December 31, 2025 and 2024 , respectively:

(in thousands)

December 31, 2025

December 31, 2024

Prepaid expenses and other current assets

Due from affiliates

Intangible assets, net

Liabilities and stockholders’ equity

Accounts payable

Due to affiliates

Total liabilities

The following table summarizes the Company’s income from discontinued operations for the years ended December 31, 2025 and 2024 , respectively:

(in thousands)

Operating expenses

Direct operating costs

Direct operating costs (related party)

General and administrative

General and administrative (related party)

Advertising and promotions

Total operating expenses

Income from operations

Interest expense, net

Loss on disposition

Reclassification of accumulated other comprehensive income balance

Income before income taxes

Income tax expense

Net income from discontinued operations

The consolidated statements of cash flows includes continuing operations and discontinued operations.

The following table summarizes the cash flows from operations of discontinued operations for the years ended December 31:

For the Twelve Months Ended December 31,

(in thousands)

Net cash provided by (used in) operating activities

NOTE 19 — SUBSEQUENT EVENTS

The Company evaluated subsequent events that occurred after the balance sheet date through March 10, 2026, the date that these consolidated financial statements were available to be issued.

Based upon this review, the Company did not identify any subsequent events that would have required adjustment to or disclosure in the condensed consolidated financial statements.

Based upon this review, the Company identified the following subsequent events that would have required adjustment to or disclosure in the consolidated financial statements.

On January 8, 2026, the Company entered into a stock purchase agreement (the “Purchase Agreement”) with an accredited investor (the “Investor”), pursuant to which the Company agreed to issue and sell to the Investor in a private placement (the “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.

The Private Placement closed on January 12, 2026.

The aggregate gross proceeds from the Private Placement were $ 1.0 million, before deducting offering expenses.

The Company expects to use the net proceeds for working capital and for other general corporate purposes.

The Purchase Agreement contains customary representations, warranties and agreements of the Company and the Investor.

The Investor has also agreed to a lock-up with respect to the 357,143 shares for a period of 180 days.

On January 19, 2026, the Company, entered into a placement agent agreement (the “Placement Agent Agreement”) with ThinkEquity LLC (“the “Placement Agent”), pursuant to which the Company agreed to issue and sell directly to several investors, in a registered direct offering (the “Offering”) an aggregate of 1,892,506 shares (the “Shares”) of the common stock, par value $ 0.001 , at an offering price of $ 13.21 per Share.

The Offering was priced at the Minimum Price in accordance with the NYSE American’s rules.

The Shares were offered and sold by the Company pursuant to the Company’s effective registration statement on Form S-3 (File No.

333-291464), including a base prospectus, filed with the U.S.

Securities and Exchange Commission (the “SEC”) on November 12, 2025, and declared effective on December 2, 2025.

The closing of the Offering occurred on January 21, 2026.

The gross proceeds to the Company from the Offering were approximately $ 25 million, before deducting placement agent fees and expenses and estimated offering expenses payable by the Company.

The Company intends to use the net proceeds received from the Offering for (i) sales and marketing, (ii) operational costs, (iii) product development and diversification, (iv) geographic expansion, and (v) and for general corporate purposes and working capital.

The Company may also use a portion of the net proceeds to in-license, acquire or invest in complementary businesses or products, however, the Company has no current commitments or obligations to do so.

Pursuant to the Placement Agent Agreement, the Company agreed to pay the Placement Agent a cash fee equal to 7.0 % of the aggregate purchase price paid by the purchasers in the Offering.

In addition, the Company agreed to pay a non-accountable expense allowance to the Placement Agent equal to 1 % of the gross proceeds received in the Offering.

In addition, the Company issued to ThinkEquity or its designees warrants (the “Placement Agent Warrants”) to purchase up to an aggregate of 94,625 shares of the Company’s common stock.

The Placement Agent Warrants are exercisable immediately upon issuance at an exercise price of $ 16.5125 per share and have a term of exercise equal to five years from the date of issuance.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

1 unchanged sentence

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 8. Financial Statements and Supplementary Data