High Roller Technologies, Inc. 10-K

Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA FINANCIAL STATEMENTS OF HIGH ROLLER TECHNOLOGIES, INC. CONTENTS Report of Independent Registered Public Accounting Firm (PCAOB No. 100) F-2 Financial Statements Consolidated Balance Sheets as of December 31, 2025 and 2024 F-3 Consolidated Statements of Operations and Comprehensive Income (Loss) for the years ended December 31, 2025 and 2024 F-4 Consolidated Statements of Stockholders’ Equity for the years ended December 31, 2025 and 2024 F-5 Consolidated Statements of Cash Flows for the years ended December 31, 2025 and 2024 F-6 Notes to the Consolidated Financial Statements F-7 F-1 Table of Contents REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors and Stockholders of High Roller Technologies, Inc.: Opinion on the Consolidated Financial Statements We have audited the accompanying consolidated balance sheets of High Roller Technologies, Inc. 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 These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control over financial reporting. Accordingly, we express no such opinion. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion. /s/ WithumSmith+Brown, PC We have served as High Roller Technologies, Inc.'s auditor since 2022. Whippany, New Jersey March 10, 2026 PCAOB ID Number 100 F-2 Table of Contents HIGH ROLLER TECHNOLOGIES, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS As of As of December 31, December 31, (in thousands, except share and per share data) 2025 2024 Assets Current assets Cash and cash equivalents $ 2,076 $ 6,869 Restricted cash 589 1,085 Prepaid expenses and other current assets 779 802 Deferred tax asset, current 2,368 — Current assets of discontinued operations — 22 Total current assets 5,812 8,778 Due from affiliates — 504 Deferred offering costs 80 — Property and equipment, net 417 372 Operating lease right-of-use asset, net 826 910 Intangible assets, net 10,507 4,613 Deferred tax asset, non-current 817 — Other assets 60 41 Noncurrent assets of discontinued operations — 1,407 Total assets $ 18,519 $ 16,625 Liabilities and stockholders’ equity Current liabilities Accounts payable $ 804 $ 926 Accrued expenses 3,373 4,308 Player liabilities 816 662 Due to affiliates 1,993 3,329 Short-term unsecured notes payable to stockholders — 90 Operating leases obligation, current 166 143 Current liabilities of discontinued operations — 710 Total current liabilities 7,152 10,168 Operating lease obligation, noncurrent 641 729 Other liabilities 1,084 7 Total liabilities 8,877 10,904 Stockholders’ equity Preferred stock, $ 0.001 par value; 10,000,000 shares authorized; none issued and outstanding as of December 31, 2025 and December 31, 2024 — — Common stock, $ 0.001 par value; 60,000,000 shares authorized; 8,485,404 shares and 8,350,882 shares issued and outstanding as of December 31, 2025 and December 31, 2024, respectively 8 8 Additional paid-in capital 32,930 31,557 Accumulated deficit ( 24,299 ) ( 27,143 ) Accumulated other comprehensive income 1,003 1,299 Total stockholders’ equity 9,642 5,721 Total liabilities and stockholders’ equity $ 18,519 $ 16,625 See accompanying notes to the consolidated financial statements. F-3 Table of Contents HIGH ROLLER TECHNOLOGIES, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS ) For 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 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) $ 690 $ ( 8,618 ) Net income from discontinued operations net of taxes $ 2,471 $ 2,695 Net income (loss) $ 3,161 $ ( 5,923 ) Other comprehensive (loss) income Foreign currency translation adjustment 79 ( 167 ) Comprehensive income (loss) from continuing operations $ 3,240 $ ( 6,090 ) Net income (loss) per common share: Continuing operations $ 0.08 $ ( 1.19 ) Discontinued operations $ 0.29 $ 0.37 Net income (loss) per common share – basic $ 0.37 $ ( 0.82 ) Weighted average common shares outstanding – basic 8,438,854 7,248,892 Net income (loss) per common share: Continuing operations $ 0.07 $ ( 1.19 ) Discontinued operations $ 0.26 $ 0.37 Net income (loss) per common share – diluted $ 0.33 $ ( 0.82 ) Weighted average common shares outstanding – diluted 9,659,274 7,248,892 See accompanying notes to the consolidated financial statements. F-4 Table of Contents HIGH ROLLER TECHNOLOGIES, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF STOCKHOLDERS ’ EQUITY Common Stock (in thousands, except shares) Shares Amount 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 Net loss — — — ( 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 134,523 — — — — — Share-based compensation — — 1,373 — — 1,373 Acquisition of Happy Hour Solutions — — — ( 317 ) — ( 317 ) Reclassification from accumulated other comprehensive income to discontinued operations — — — — ( 375 ) ( 375 ) Net income — — — 3,161 — 3,161 Foreign currency translation — — — — 79 79 December 31, 2025 8,485,405 $ 8 $ 32,930 $ ( 24,299 ) $ 1,003 $ 9,642 See accompanying notes to the consolidated financial statements. F-5 Table of Contents HIGH ROLLER TECHNOLOGIES, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS For the Year Ended December 31, (in thousands) 2025 2024 Cash flows from operating activities Net income (loss) $ 3,161 $ ( 5,923 ) Adjustments to reconcile net income (loss) to net cash used in operating activities: Amortization and depreciation 313 243 Foreign exchange gain — 34 Noncash interest expense 82 129 Noncash lease expense 199 189 Change in deferred taxes ( 3,185 ) — Share-based compensation 1,374 1,053 Gain on acquisition of intangible assets ( 4,000 ) — Changes in operating assets and liabilities: Due from affiliates 1,945 ( 1,010 ) Prepaid expenses and other current assets 73 ( 47 ) Other assets ( 9 ) 207 Deferred offering costs ( 79 ) 544 Accounts payable ( 462 ) 927 Accrued expenses ( 1,501 ) 259 Player liabilities 63 202 Due to affiliates ( 2,056 ) ( 461 ) Other liabilities 1,023 ( 22 ) Operating lease liabilities ( 174 ) ( 230 ) Net cash used in operating activities ( 3,233 ) ( 3,906 ) Cash flows from investing activities Investment in capitalized software ( 1,509 ) ( 284 ) Purchase of property and equipment ( 51 ) ( 187 ) Net cash used in investing activities ( 1,560 ) ( 471 ) Cash flows from financing activities Cash settlement of affiliated debt ( 90 ) ( 35 ) Proceeds from issuance of common stock in initial public offering, net of offering costs — 8,078 Payment of offering costs — ( 863 ) Proceeds from issuance of debt — 500 Net cash (used in) provided by financing activities ( 90 ) 7,680 Effect of exchange rate changes on cash, cash equivalents and restricted cash ( 406 ) 606 Net change in cash, cash equivalents, and restricted cash ( 5,289 ) 3,909 Cash, cash equivalents, and restricted cash – beginning of period 7,954 4,045 Cash, cash equivalents, and restricted cash – end of period $ 2,665 $ 7,954 Non-cash investing and financing activities: Acquisition of right-of-use asset in exchange for lease obligations $ — $ 1,141 Conversion of related party debt to common stock $ — $ 375 Acquisition of Happy Hour Solutions $ 317 $ — See accompanying notes to the consolidated financial statements. F-6 Table of Contents HIGH ROLLER TECHNOLOGIES, INC. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS NOTE 1 — NATURE OF OPERATIONS High Roller Technologies, Inc. (the “Company” or “High Roller”) was incorporated in Delaware on December 21, 2021, with the intent to seek an initial public offering on a United States securities exchange. 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 before transitioning to an affiliate B2B model. 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. 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. F-7 Table of Contents • 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 On January 16, 2024, the Company’s Board of Directors and shareholders approved a 1-for- 3.95689 reverse stock split of the Company’s outstanding common stock, which became effective on January 16, 2024. Fractional shares, if any, were rounded up or down to the nearest whole share, as appropriate. As a result of this reverse split, all share and per share amounts have been retroactively adjusted for the impact of the reverse stock split for all periods presented. The reverse stock split did not impact the number of authorized shares of common stock, which remained at 60,000,000 shares, or the authorized shares of preferred stock, which remained at 10,000,000 shares, nor the $ 0.001 par value of such shares. NOTE 2 – BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation and Principles of Consolidation The accompanying consolidated financial statements are presented in conformity with accounting principles generally accepted in the United States (“U.S. GAAP”) and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). The consolidated financial statements include the accounts of High Roller Technologies, Inc. and its wholly-owned subsidiaries. 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. F-8 Table of Contents Risk and Uncertainties The Company’s business and operations are sensitive to general business and economic conditions worldwide. These conditions include short-term and long-term interest rates, inflation, fluctuations in debt and equity capital markets, cash transfer rules and restrictions, and the general condition of the world economy. A host of factors beyond the Company’s control could cause fluctuations in these conditions. Adverse developments in these general business and economic conditions could have a material adverse effect on the Company’s financial condition and the results of its operations. The Company’s business and operations are also sensitive to continually evolving online gaming regulatory and licensing requirements. In addition, the Company competes with many companies that currently have extensive and well-funded businesses, marketing and sales operations. The Company may be unable to compete successfully against these companies. The Company’s industry is characterized by rapid changes in technology and market demands. As a result, the Company’s products, services, or expertise may become obsolete or unmarketable. The Company’s future success will depend on its ability to adapt to technological advances, anticipate customer and market demands, and enhance its current technology under development. Use of Estimates The preparation of financial statements in conformity with U.S. 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. Management bases its estimates on historical experience and on various assumptions that are believed to be reasonable in relation to the financial statements taken as a whole under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Management regularly evaluates the key factors and assumptions used to develop the estimates utilizing currently available information, changes in facts and circumstances, historical experience and reasonable assumptions. After such evaluations, if deemed appropriate, those estimates are adjusted accordingly. Actual results could differ from those estimates. Significant estimates include those related to assumptions used in accruals for potential legal and other liabilities, realization of intangible assets, share-based compensation, accrued jackpots, the realization of deferred tax assets, and going concern assessment. Cash and Cash Equivalents, and Restricted Cash Cash and cash equivalents consist of liquid checking and instant access internet banking accounts with original maturities of 90 days or less that are subject to an insignificant risk of change in value. The Company has not experienced any losses to date resulting from this policy. 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. Entertainment and HR Entertainment maintain separate accounts with various intermediary parties to segregate cash that resides in customers’ interactive gaming accounts from cash used in operating activities. Player funds denoted as such by Entertainment at the end of each period are classified as restricted cash. Player funds include cash amounts that reside in players’ interactive gaming withdrawals that were initiated by players but that are still pending at the end of each period, and the value of any bets that are unsettled at the end of each period. Due from Affiliates 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 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 years ended December 31, 2025 and 2024 , presented in the consolidated financial statements. F-9 Table of Contents Deferred Offering Costs Deferred offering costs consist of payments with respect to pending equity financing transactions, including legal fees. 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 Property and equipment are carried at cost, net of accumulated depreciation and amortization. Depreciation is computed using the straight-line method over the estimated useful life of the asset. Amortization of leasehold improvements is computed over the shorter of the lease term or estimated useful life of the asset. Additions and improvements are capitalized, while repairs and maintenance are expensed as incurred. Useful lives of each asset class are as follows: Asset Useful Life (in years) Machinery and equipment 5 Computer and IT equipment 3 Furniture and fixtures 7 An item of property and equipment is derecognized upon disposal or when no future economic benefits are expected to arise from the continued use of the asset. Any gain or loss arising on the disposal or retirement of an item of property and equipment is determined as the difference between the sales proceeds and the carrying amount of the asset and is recognized in general and administrative expenses. Intangible Assets, Net Intangible assets with finite useful lives that are acquired are carried at cost less accumulated amortization and accumulated impairment losses. Amortization expense is recognized on a straight-line basis over the estimated useful lives of the intangible assets. The estimated useful lives and amortization method are reviewed at the end of each reporting period, with the effect of any changes in estimates being accounted for on a prospective basis. Impairment of Long-Lived Assets The Company’s long-lived assets consist of property and equipment, operating lease-right of use assets and indefinite lived assets (i.e. 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. The factors that would be considered by management in performing this assessment include current operating results, trends and prospects, the manner in which the long-lived asset is used and the effects of obsolescence, demand, competition and other economic factors. If indicators of impairment are identified, the Company performs an undiscounted cash flow analysis of the long-lived assets. Asset groups are written down only to the extent that their carrying value is lower than their respective fair value. Fair values of the asset group are determined by discounting the cash flows at a rate that approximates the cost of capital of a market participant. Indefinite-lived intangible assets consist of trademarks and domain name. Indefinite-lived intangible assets are not amortized; rather they are tested for impairment at least annually, or more frequently if adverse events or changes in circumstances indicate that the carrying value may not be recoverable. In addition, management evaluates whether events and circumstances continue to support an indefinite useful life. Impairment tests are performed, at a minimum, in the fourth quarter of each year. To test indefinite-lived intangible assets for impairment, the Company first assesses the qualitative factors to determine whether it is more likely than not that the fair value of the indefinite-lived intangible asset is less than its carrying amount as a basis for determining whether it is necessary to perform a quantitative impairment test. If the Company determines that it is more likely than not that the fair value of an indefinite-lived intangible asset is less than its carrying amount, then the quantitative impairment test is performed. The qualitative assessment requires the consideration of factors such as recent market transactions, macroeconomic conditions, and changes in projected future cash flows. The quantitative assessment compares the fair value of an indefinite-lived intangible asset to its carrying amount. If the carrying amount of an indefinite-lived intangible asset exceeds its fair value, an impairment loss is recognized for the excess. Fair values of indefinite-lived intangible assets are determined based on discounted cash flows. 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. The Company did not have any impairment of indefinite-lived intangible assets during the year ended December 31, 2025 . The Company did not record any impairment for indefinite-lived intangible assets for the year ended December 31, 2024 . F-# Table of Contents Player Liabilities The Company records liabilities for customer account balances, which consist of customer deposits, plus customer winning bets, less customer losing bets and customer withdrawals. The Company includes accrued jackpots within player liabilities on the accompanying consolidated balance sheets. The Company’s restricted cash balance equals or exceeds the cash portion of the Company’s player liabilities account. Due to Affiliates Due to affiliates consists of amounts owed by the Company to certain of its related parties and affiliates. Amounts due to affiliates may include payment for services provided to the Company by employees of the related party or affiliate, or reimbursement of amounts paid by the related party or affiliate on the Company’s behalf. Revenue Recognition: Gaming Revenue The Company records revenue in accordance with the provisions of Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers (“ASC 606”). Revenue is recognized when a game is completed, a winner is definitive, and the player has lost their wager. These wagers were passed on to the Company and revenue is recognized at that point in time. The Company recognizes revenue based on the following conditions: Existence of a Contract with the Customer The Company has concluded that an implied contract between the player and the Company is enforceable when the player places a wager. At that point in time, the Company has agreed to fulfill its obligations to the player, and it is probable that the Company will collect substantially all of the consideration to which it is entitled. Performance Obligation The performance obligation arises when a player decides to place a wager. A wager is defined as any form of real money wager, which in turn grants that player a chance to earn higher returns. Determining the Transaction Price The transaction price is the amount to which a player expects to be entitled in exchange for its share of the performance obligations. In this case, the transaction price would be the wager placed by the player. Allocating the Transaction Price to the Performance Obligations There is only one performance obligation. Therefore, the transaction price is allocated 100% to the single performance obligation. Recognize the Revenue Revenue is recognized at the time a placed wager is lost as the performance obligation is met. Contract liabilities represent the differences in the timing of revenue recognition from the receipt of cash from the Company’s customers and billings to those customers. Gaming revenue typically include the full suite of games available online, such as blackjack, roulette and slot machines. For these offerings, the Company generates revenue through hold, or gross winnings, as customers play against the house. Revenue is generated based on total customer bets less amounts paid to customers for winning bets, less other incentives awarded to customers, plus or minus the change in the progressive jackpot reserve, thus on a net basis. Revenue attributable to gaming transactions in which the Company assumes an open position against the player are reported net after deductions for player winnings. Gaming taxes are determined on a jurisdiction-by-jurisdiction basis. 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). F-# Table of Contents Fair Value Measurements The Company applies ASC 820, Fair Value Measurement (“ASC 820”), which establishes a framework for measuring fair value and clarifies the definition of fair value within that framework. ASC 820 defines fair value as an exit price, which is the price that would be received for an asset or paid to transfer a liability in the Company’s principal or most advantageous market in an orderly transaction between market participants on the measurement date. The fair value hierarchy established in ASC 820 generally requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. Observable inputs reflect the assumptions that market participants would use in pricing the asset or liability and are developed based on market data obtained from sources independent of the reporting entity. Unobservable inputs reflect the entity’s own assumptions based on market data and the entity’s judgments about the assumptions that market participants would use in pricing the asset or liability and are to be developed based on the best information available in the circumstances. The valuation hierarchy is composed of three levels. The classification within the valuation hierarchy is based on the lowest level of input that is significant to the fair value measurement. The levels within the valuation hierarchy are described below: Level 1 - Assets and liabilities with unadjusted, quoted prices listed on active market exchanges. Inputs to the fair value measurement are observable inputs, such as quoted prices in active markets for identical assets or liabilities. Level 2 - Inputs to the fair value measurement are determined using prices for recently traded assets and liabilities with similar underlying terms, as well as direct or indirect observable inputs, such as interest rates and yield curves that are observable at commonly quoted intervals. Level 3 - Inputs to the fair value measurement are unobservable inputs, such as estimates, assumptions, and valuation techniques when little or no market data exists for the assets or liabilities. Fair Value of Financial Instruments Financial instruments consist of cash and cash equivalents, restricted cash, accounts payable, accrued expenses and player liabilities. The Company determines the estimated fair value of such financial instruments presented in these consolidated financial statements using available market information and appropriate methodologies. These financial instruments are stated at their respective historical carrying amounts, which approximate fair value due to their short-term nature. Leases The Company accounts for leases in accordance with ASC 842 , Leases , under which arrangements meeting the definition of a lease are classified as operating or finance leases and are recorded on the consolidated balance sheets as both a right-of-use asset and a lease liability. The Company elected to apply the practical expedient that allows for the combination of lease and non-lease components for all asset classes. The lease classification evaluation begins at the lease commencement date. The lease term used in the evaluation includes the non-cancellable period for which the Company has the right to use the underlying asset, together with renewal option periods when the exercise of the renewal option is reasonably certain. For leases with an initial term greater than 12 months, a related lease liability is recorded on the balance sheet at the present value of future payments discounted at the estimated fully collateralized incremental borrowing rate (discount rate) corresponding with the lease term. In addition, a right-of-use asset is recorded as the initial amount of the lease liability, plus any lease payments made to the lessor before or at the lease commencement date and any initial direct costs incurred, less any tenant improvement allowance incentives received. Tenant incentives are amortized through the right-of-use asset as a reduction of rent expense over the lease term. The difference between the minimum rents paid and the straight-line rent is reflected within the associated right-of-use asset. Certain leases contain provisions that require variable payments consisting of common area maintenance costs (variable lease cost). Variable lease costs are expensed as incurred. As the interest rate implicit in the lease is not readily determinable, the Company uses its incremental borrowing rate corresponding with the lease term. As the Company does not have any outstanding debt, this rate is determined based on prevailing market conditions and comparable company and credit analysis. The incremental borrowing rate is reassessed if there is a change to the lease term or if a modification occurs and it is not accounted for as a separate contract. Direct Operating Costs Direct costs primarily consist of revenue share and market access fees, platform fees, gaming taxes and payment processing fees and charge backs. Revenue share and market access fees consist primarily of amounts paid to local partners. Advertising and Promotions Costs Advertising and promotion costs consist primarily of costs incurred with respect to the marketing of the Company’s products and services via different channels, promotional activities and the related costs incurred to acquire new customers. These costs also include salaries, bonuses, benefits and share-based compensation for dedicated personnel and are expensed as incurred. F-# Table of Contents General and Administrative Costs General and administrative expenses consist primarily of administrative personnel costs, including salaries, bonuses and benefits, share-based compensation expenses, professional services related to legal, securities and tax compliance, accounting, auditing and consulting services, rent and other premises costs, and insurance. Foreign currency (gains) and losses arising from transactions denominated in currencies other than the functional currency are also included within general and administrative expenses. Capitalized Internal-Use Software Costs Costs related to software acquired, developed, or modified solely to meet the Company’s internal requirements, including tools that enable the Company’s employees to interact with members and their providers, with no substantive plans to market such software at the time of development, are capitalized. Costs incurred during the preliminary planning and evaluation stage of the project and during the post-implementation operational stage are expensed as incurred. Costs related to minor upgrades, minor enhancements, and maintenance activities are expensed as incurred. Costs incurred during the application development stage of the project and costs related to major upgrades or enhancements are capitalized. Internal-use software is included in intangible assets and is amortized on a straight-line basis over 3 years. Share-Based Compensation The Company records share-based compensation in accordance with ASC 718, Compensation-Stock Compensation (“ASC 718”), and recognizes 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. Compensation expense for awards with performance conditions is not recognized until it is probable that the performance target will be achieved. Compensation expense for awards is recognized over the requisite service period on a straight-line basis. The Company accounts for forfeitures as they occur. The Company classifies unit awards as either an equity award or a liability award depending on whether the award contains certain repurchase provisions. Equity-classified awards are valued as of the grant date based upon the price of the underlying unit or share and a number of assumptions, including volatility, performance period, risk-free interest rate and expected dividends. Liability-classified awards are valued at fair value at each reporting date. Income Taxes The Company complies with the accounting and reporting requirements of ASC 740, Income Taxes (“ASC 740”), which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. 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, 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. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition. Any interest and penalties related to uncertain tax positions will be recognized as a component of income tax expense. Net Income (Loss) Per Share The Company computes net loss per share in accordance with ASC 260, Earnings per Share (“ASC 260”). ASC 260 requires presentation of both basic and diluted earnings per share “EPS” on the face of the consolidated statement of operations. Basic EPS is computed by dividing net loss available to common stockholders by the weighted average number of shares outstanding during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti-dilutive. 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 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 December 31, 2025 2024 Warrants 101,672 101,672 Stock options 967,600 938,453 Restricted stock units 151,148 255,715 1,220,420 1,295,840 F-10 Table of Contents Foreign Currency and Foreign Exchange Risk The consolidated financial statements are presented in United States Dollars ($), which is the Company’s reporting currency. Foreign currency exchange risk is the risk that the Company’s results of operations and/or financial condition could be impacted by unfavorable changes in exchange rates. The Company has transactions denominated in currencies other than the U.S. Dollar, principally the Euro but also other foreign currencies including Norwegian Krone, New Zealand Dollar and Canadian Dollar, that expose the Company’s operations to risk from the effects of exchange rate movements. Such movements may impact future revenues, expenses, and cash flows. Translation adjustments resulting from the process of translating the local currency financial statements into U.S. dollars are included in determining other comprehensive income. Changes in the value of the Company’s cash balance due to fluctuations in foreign exchange rate are presented on the consolidated statements of cash flows as effect of foreign exchange rate changes on cash and cash equivalents, and restricted cash. As of December 31, 2025 and 2024 , 99 % and 33 %, respectively, of the Company’s cash and cash equivalents, and restricted cash reside in bank accounts located outside of the United States. The Company’s primary foreign currency exchange risk occurs between the time when other foreign currencies are exchanged for wagering on the Platform, and when those funds are settled to the Company in Euro. In addition, gains and losses related to translating certain cash balances from the Euro to the U.S. Dollar, as well as payable balances also impact net income. As the Company’s foreign operations expand, results may be impacted further by fluctuations in the exchange rates of the currencies in which the Company does business. The Company has not used any derivative financial instruments to manage its foreign currency exchange risk exposure. In most of the Company’s operations, the Company transacts primarily in the Euro, including wagered amounts, net revenue, revenue share, and employee-related compensation costs. Operating arrangements with payment service providers who convert player funds to the Euro from other currencies, for example the Canadian Dollar, could further negatively impact foreign currency exchange risk if the exchange spot rates used are unfavorable as compared to European Central Bank exchange rates. Foreign currency gains and losses arising from transactions denominated in currencies other than the functional currency are included in net loss and are included within general and administrative expenses. 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. 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. Going Concern 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. In accordance with Accounting Standards Codification ("ASC") 205-40, Going Concern, the Company’s management has evaluated whether there are conditions and events, considered in the aggregate, 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. When substantial doubt exists under this methodology, the Company's management evaluates whether the mitigating effect of its plans sufficiently alleviates substantial doubt about our ability to continue as a going concern. 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 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. Credit Risk The Company’s credit risk arises from cash and cash equivalents, and restricted cash and deposits with banks and other financial institutions. The Company maintains balances in banks in the United States and outside of the United States, primarily within the European Union. For funds held within the United States, the Federal Deposit Insurance Corporation insures $250 thousand per depositor per FDIC insured bank. For funds held within the European Union, the European Deposit Insurance Scheme insures €100 thousand per depositor per bank. The Company has funds in Finland, Cyprus, Lithuania, and Malta that are protected under this scheme. The Company mitigates potential cash risk by diversifying bank accounts with insured banking institutions within the United States and European Union. Furthermore, the Company maintains cash in payment service provider accounts and other such financial institutions that may or may not be protected under the previously mentioned insurance schemes. The inability to receive funds from certain payment service provider accounts may result in a negative impact to operations. The Company mitigates this potential risk by drawing down funds and transferring them to insured bank accounts on a regular basis. F-11 Table of Contents Segment Information 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. As a result of the assessment made by the CODM, the Company has only one operating segment. See Note 17, Segment Reporting . 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. 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. NOTE 3 – INITIAL PUBLIC OFFERING On October 24, 2024, the Company consummated its Initial Public Offering ("IPO") of 1,250,000 shares of common stock on the NYSE American Exchange, at a price of $ 8.00 per share, for aggregate gross proceeds of $ 10.0 million, before deducting underwriting discount and offering expenses of approximately $ 1.9 million. In addition, the Company has granted the underwriters a 45-day option to purchase up to an additional 187,500 shares of common stock to cover over-allotments at the initial public offering price, less the underwriting discount. Concurrently with the closing of IPO, the Company also issued warrants to purchase up to 62,500 shares of common stock to the representative of the several underwriters and its designees, at an exercise price of $ 10.00 per share, exercisable beginning on April 20, 2025 and expire on October 22, 2029. NOTE 4 – REVENUE Disaggregated revenue for the years ended December 31, 2025 and 2024 is summarized as follows: For the Year Ended December 31, (in thousands) 2025 2024 Net gaming revenue $ 20,453 $ 23,206 Net revenue generated through non-core services 5,543 3,558 Discontinued operations ( 5,543 ) ( 3,558 ) Total Revenue $ 20,453 $ 23,206 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: 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 % As of December 31, 2025 and 2024 , the Company had not recorded any contract assets or liabilities. F-12 Table of Contents NOTE 5 — CASH AND CASH EQUIVALENTS AND RESTRICTED CASH The following table reconciles cash and cash equivalents, and restricted cash in the consolidated balance sheets to the totals shown on the consolidated statements of cash flows as of December 31, 2025 and 2024 : December 31, December 31, (in thousands) 2025 2024 Cash and cash equivalents $ 2,076 $ 6,869 Restricted cash 589 1,085 Total cash and cash equivalents, and restricted cash $ 2,665 $ 7,954 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 : December 31, December 31, (in thousands) 2025 2024 Cash and cash equivalents: Malta $ 1,118 $ 607 Finland 182 431 United States 31 5,307 United Kingdom 89 57 Cyprus — 14 Lithuania 221 313 Switzerland 91 81 Other 344 59 Restricted cash Malta 175 566 Denmark 159 160 United Kingdom 255 164 Cyprus — 188 Other — 7 Total cash and cash equivalents, and restricted cash $ 2,665 $ 7,954 NOTE 6 — PREPAID EXPENSES AND OTHER CURRENT ASSETS Prepaid expenses and other current assets at December 31, 2025 and 2024 are summarized as follows: December 31, December 31, (in thousands) 2025 2024 Prepaid insurance $ 206 $ 428 VAT recoverable 116 70 Payment provider receivables 46 79 Other prepaids 411 225 Total prepaid and other current assets $ 779 $ 802 F-13 Table of Contents NOTE 7 — INTANGIBLE ASSETS, NET Intangible assets, net at December 31, 2025 and 2024 are summarized as follows: December 31, 2025 Weighted Average Amortization Period (years) Gross Carrying Amount Accumulated Amortization Accumulated Impairment Amount Net Carrying Amount Trademarks Indefinite $ 2 $ — $ — $ 2 Domain name Indefinite 5,549 — — 5,549 Capitalized license* Indefinite 4,412 — — 4,412 Capitalized software 5 1,187 ( 643 ) — 544 $ 11,150 $ ( 643 ) $ — $ 10,507 *Includes intangible asset acquisition of gaming license of $ 4.0 million. December 31 , 2024 Weighted Average Amortization Period (years) Gross Carrying Amount Accumulated Amortization Accumulated Impairment Amount Net Carrying Amount Domain name Indefinite $ 4,129 $ — $ — $ 4,129 Capitalized software 3 818 ( 334 ) — 484 $ 4,947 $ ( 334 ) $ — $ 4,613 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. The Company expects to generate cash flows from these intangible assets for an indefinite period of time. The Company’s trademarks and domain names are located in Europe. 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. There was no impairment during the years ended December 31, 2025 and 2024 . For the year ended December 31, 2025 , the Company capitalized $ 161 thousand of costs incurred with respect to internal-use software, related to development of enhancements to the functionality of the software placed into service during the fourth quarter of 2024 . The customer database was fully amortized in 2014 , but was still in use through December 31, 2025 . The Company recorded $ 253 thousand in amortization expense on internal-use software for the year ended December 31, 2025 , which is included in general and administrative expenses in the consolidated statements of operations. The Company’s internal use software is in use in Europe. The Company recorded $ 199 thousand in amortization expense on internal-use software for the year ended December 31, 2024 . As of December 31, 2025 , the estimated future amortization expense associated with the Company’s finite-lived intangible assets for each of the five succeeding fiscal years is as follows: Year Ended December 31 , Amortization Expense 2026 $ 157 2027 153 2028 115 2029 73 2030 46 Total $ 544 F-14 Table of Contents NOTE 8 — PROPERTY AND EQUIPMENT Property and equipment at December 31, 2025 and 2024 are summarized as follows: December 31, December 31, (in thousands) 2025 2024 Machinery, furniture, and equipment $ 312 $ 225 Leasehold improvements 222 195 534 420 Less: accumulated depreciation ( 117 ) ( 48 ) Total property and equipment, net $ 417 $ 372 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 Accrued expenses at December 31, 2025 and 2024 are summarized as follows: December 31, December 31, (in thousands) 2025 2024 VAT and other non income tax liabilities $ 910 $ 1,503 Accrued expenses 763 847 Accrued deferred offering costs 79 — Accrued licensing fee 585 335 Accrued marketing 737 1,553 Income tax payable 63 — Accrued payroll 53 23 Other accrued expenses 183 47 Total accrued expenses $ 3,373 $ 4,308 NOTE 10 — STOCKHOLDERS ’ EQUITY The Company is authorized to issue 60,000,000 shares of common stock and 10,000,000 shares of undesignated preferred stock. The common stock and undesignated preferred stock have a par value of $ 0.001 per share. The holders of common stock are entitled to one vote per share on any matter submitted to a vote at a meeting of stockholders. On October 22, 2024, the Company signed a firm commitment underwriting agreement (“Underwriting Agreement”) with ThinkEquity LLC to sell at the initial closing on October 24, 2024, an aggregate of 1,250,000 shares of common stock, for gross proceeds of $ 10 million and net proceeds after underwriting commissions and other offering expenses of approximately $ 8.1 million. In addition, the Company issued 62,500 warrants (“Warrants”) to the underwriter and its assignees to purchase up to 62,500 shares of common stock. The Warrants are exercisable beginning April 20, 2025 at an exercise price of $ 10.00 per share and expire on October 22, 2029. The Company accounted for these warrants as an equity warrant and expensed $ 250 thousand in the year ended December 31, 2024 in general and administrative expense. The holders of the Warrants have been provided with certain demand and piggy-back registration rights. The Warrants have typical representations, warranties and anti-dilution rights. F-15 Table of Contents 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 December 31, (in thousands, except share and per share data) 2025 2024 Basic Net income (loss) from continuing operations $ 690 $ ( 8,618 ) Net income from discontinued operations net of taxes $ 2,471 $ 2,695 Weighted average number of shares used in computing net loss per share – basic 8,438,854 7,248,892 Net income (loss) per share from continuing operations - basic $ 0.08 $ ( 1.19 ) Net income (loss) per share from discontinued operations - basic $ 0.29 $ 0.37 Net income (loss) per share - basic $ 0.37 $ ( 0.82 ) Diluted Net income (loss) from continuing operations $ 690 $ ( 8,618 ) Net income from discontinued operations net of taxes $ 2,471 $ 2,695 Weighted average number of shares used in computing net loss per share – diluted 9,659,274 7,248,892 Net income (loss) per share from continuing operations - diluted 0.07 ( 1.19 ) Net income (loss) per share from discontinued operations - diluted 0.26 0.37 Net income (loss) per share - diluted $ 0.33 $ ( 0.82 ) 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 December 31, 2025 2024 Warrants 101,672 101,672 Stock options 967,600 938,453 Restricted stock units 151,148 255,715 1,220,420 1,295,840 NOTE 12 — SHARE-BASED COMPENSATION The Company adopted its 2024 Equity Incentive Plan in January 2024 to provide equity-based compensation incentives in the form of options, restricted stock unit awards, performance awards, restricted stock awards, stock appreciation rights, and other forms of awards to employees, directors and consultants, including employees and consultants or affiliates, to purchase the Company’s common stock in order to motivate, reward and retain personnel. 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. F-16 Table of Contents Options 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 88,453 $ 2.29 3.67 Granted 940,000 $ 5.42 9.80 Exercised — $ — — Modified/Cancelled — $ — — Expired/Forfeited ( 90,000 ) $ 6.33 — Outstanding - December 31, 2024 938,453 $ 5.08 9.20 Granted 727,901 $ 1.21 9.41 Exercised — $ — — Modified/Cancelled — $ — — Expired/Forfeited ( 698,754 ) $ 4.88 — Outstanding - December 31, 2025 967,600 $ 3.14 8.58 Exercisable - December 31, 2025 402,254 $ 3.94 7.39 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 December 31, 2025 Weighted average grant date fair value $ 3.31 Expected term (years) 5.14 - 5.52 Risk-free interest rate 3.50 - 4.23 % Expected volatility 48.20 % Exercise price $ 1.56 - 2.96 For the Year Ended December 31, 2024 Weighted average grant date fair value $ 3.37 Expected term (years) 5.14 - 5.52 Risk-free interest rate 4.0 - 4.1 % Expected volatility 68.0 % Expected dividends yield 0 % Exercise price $ 5.20 - 6.33 The Company estimates its expected volatility by using a combination of historical share price volatilities of similar companies within our industry. The risk-free interest rate assumption is based on observed interest rates for the appropriate term of the Company’s options on a grant date. The expected option term assumption is estimated using the simplified method and is based on the mid-point between vest date and the remaining contractual term of the option, since the Company does not have sufficient exercise history to estimate expected term of its historical option awards. Share-based compensation related to options is included in the consolidated statements of operations as follows: Year Ended December 31, (in thousands) 2025 2024 General and administrative $ 887 $ 425 Advertising and promotions — 79 Product software and development — 65 Total $ 887 $ 569 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. F-# Table of Contents Restricted Stock Units (“RSUs”) On March 8, 2023, the Company amended a stock option agreement originally issued on September 1, 2022 to purchase 111,198 shares of common stock at the initial public offering price. The amendment issued 111,198 RSUs in lieu of the 111,198 stock options. One-half of the RSUs vest over three years and half of the RSUs vest upon the completion of certain performance milestones. On September 1, 2023, 13,900 RSUs vested into shares of common stock, and approximately 1,158 shares will continue to vest on the first day of each month until the end of the vesting period in 2026. The Company accounted for the amendment as a modification. The Company determined the modification of the time-based awards to be a Type I: Probable-to-probable modification, under ASC 718-20. The Company performed a fair value calculation of the awards immediately before and after the modification, resulting in $ 54 thousand of incremental cost to be recorded, which will be recognized on a straight-line basis over the remaining requisite service period. The Company determined the modification of the performance-based awards to be a Type IV: Improbable-to-improbable modification, under ASC 718-20. The compensation cost related to the performance-based awards after the modification is based on the fair value on the modification date. The fair value of the Milestone Vesting RSUs was determined to be $ 242 thousand. As of December 31, 2025 there has been no compensation cost recognized in relation to the Milestone Vesting RSUs. No share-based compensation expense has been recorded related to the performance-based awards as the Company determined it is currently not probable of being achieved. 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 93,823 $ 8.07 Granted 306,623 $ 5.64 Vested ( 48,989 ) $ 7.18 Forfeited ( 95,741 ) $ 7.60 RSUs outstanding at December 31, 2024 255,716 $ 4.13 Granted 247,091 $ 2.60 Vested ( 134,522 ) $ 3.61 Forfeited ( 217,138 ) $ 5.51 RSUs outstanding at December 31, 2025 151,147 $ 2.66 The total fair value of RSUs vested during the years ended December 31, 2025 and 2024 was $ 485 thousand and $ 352 thousand, respectively. Stock-based compensation related to RSUs is included in the consolidated statements of operations as follows: Year Ended December 31, (in thousands) 2025 2024 General and administrative $ 487 $ 449 Advertising and promotions — 19 Product software and development — 16 Total $ 487 $ 484 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. There was no total compensation cost related to non-vested performance-based RSUs not yet recognized as of December 31, 2025 . Warrants 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 3.50 Issued 62,500 $ 10 4.81 Exercised — $ — — Expired — $ — — Warrants outstanding - December 31, 2024 101,672 $ 7.06 4.40 Issued — $ — — Exercised — $ — — Expired — $ — — Warrants outstanding - December 31, 2025 101,672 $ 7.06 2.92 Warrants exercisable - December 31, 2025 101,672 $ 7.06 2.92 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 . F-17 Table of Contents NOTE 13 — RELATED PARTY TRANSACTIONS Services Agreement 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, 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;  a Nominee Agreement, dated as of 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, and enter into contracts in the ordinary course of business in the name of Happy Hour Solutions; and  in March 2024 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. The Happy Hour Solutions Agreements collectively allow HR Entertainment access to additional online gaming revenues. 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, 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, 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. F-18 Table of Contents Due From/Due to Affiliates The components of related party balances included in due from affiliates and due to affiliates on the consolidated balance sheets as of December 31, 2025 and 2024 are summarized as follows: December 31, December 31, (in thousands) 2025 2024 Due from affiliates Happy Hour Entertainment Holdings — 498 Other — 6 Total due from affiliates $ — $ 504 Due to affiliates Spike Up $ 1,993 $ 3,280 Happy Hour Solutions — 48 Other — 1 Total due to affiliates $ 1,993 $ 3,329 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 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) 2025 2024 Domestic $ ( 1,492 ) $ ( 4,891 ) Foreign ( 760 ) ( 3,720 ) Loss before income taxes $ ( 2,252 ) $ ( 8,611 ) The components of income tax expense for the years ended December 31, 2025 and 2024 are summarized as follows: Year Ended December 31, 2025 2024 (in thousands) Current income taxes: Federal $ 14 $ — State and local — — Foreign 107 — 121 — Deferred income taxes: Federal — — State and local — — Foreign ( 3,063 ) 7 ( 3,063 ) 7 Income tax expense (benefit) $ ( 2,942 ) $ 7 Total cash taxes paid net of refunds received in 2025 was $ 22 k paid to Malta. F-19 Table of Contents 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 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, Year Ended December 31, 2025 2024 ($ in thousands) Amount Percent Amount Percent U.S. federal statutory income tax rate $ ( 33 ) 1.47 % $ ( 1,242 ) 14.42 % Statutory tax rate difference between Malta and United States 284 ( 12.61 ) % — — % Change in valuation allowance ( 4,203 ) 186.63 % 985 ( 11.44 ) % Sale of asset 472 ( 20.96 ) % — — % Write off balances ( 32 ) 1.42 % — — % Non-trading expenses 27 ( 1.20 ) % — — % Other ( 3 ) 0.13 % 50 ( 0.58 ) % Curacao Statutory tax rate difference between Curacao and United Stated ( 8 ) 0.36 % — — % Change in valuation allowance 227 ( 10.08 ) % — — % Extraterritorial gross profit adjustment ( 17 ) 0.75 % — — % Cyprus Statutory tax rate difference between Cyprus and United Stated ( 2 ) 0.09 % — — % Change in valuation allowance ( 4 ) 0.18 % — — % British Virgin Islands Statutory tax rate difference between British Virgin Islands and United Stated 8 ( 0.36 ) % — — % Change in valuation allowance ( 96 ) 4.26 % — — % Nontaxable or nonincludible items: Other permanent items 22 ( 0.98 ) % — — % Forfeiture of stock options 71 ( 3.15 ) % — — % tax shortfalls from equity award vestings 16 ( 0.71 ) % — — % Meals & entertainment 9 ( 0.40 ) % — — % Sale of asset ( 840 ) 37.30 % — — % Effect of cross-border tax laws GIL TI 1,077 ( 47.82 ) % — — % Provision to return differences 82 ( 3.64 ) % ( 21 ) 0.24 % Statutory to US GAAP adjustments 1 ( 0.04 ) % ( 28 ) 0.33 % Foreign tax rate differential — — % 263 ( 3.05 ) % Income tax expense (benefit) $ ( 2,942 ) 130.64 % $ 7 ( 0.08 ) % Deferred Tax Assets and Liabilities The components of deferred income tax assets and liabilities as of December 31, 2025 and 2024 are summarized as follows: December 31, (in thousands) 2025 2024 Deferred tax assets - noncurrent: Net operating loss carryforward $ 5,455 $ 5,526 Unrealized gain or loss 286 434 Intangible assets ( 1 ) 197 Share-based compensation 311 247 Other 5 6 PPE 26 — Less: valuation allowance net of release ( 2,897 ) ( 6,410 ) Total deferred tax assets 3,185 — Deferred tax liabilities: Gaming License ( 829 ) — Net deferred tax assets (liabilities) $ 2,356 $ — F-# Table of Contents The Company regularly reviews its deferred tax assets, including net operating loss carryovers, for recoverability, and a valuation allowance is provided when it is more-likely-than-not that some portion or all of a deferred tax asset may not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which the temporary differences are deductible. In assessing the need for a valuation allowance, the Company makes estimates and assumptions regarding projected future taxable income, its ability to carry back operating losses to prior periods, the reversal of deferred tax liabilities and the implementation of tax planning strategies. Based on the Company’s cumulative earnings history and unpredictable nature of the gaming industry, among other things, the Company has determined it is not more-likely-than-not to realize existing deferred tax assets and thus has recorded a valuation allowance for High Roller Technologies, Inc, Ellmount Entertainment Ltd, Wowly N.V. Ltd, High Roller Solutions Limited, HR Entertainment Solutions Limited, InterStellar Entertainment N.V, and Deepdive Holdings Ltd. 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. subsidiaries will be reinvested for an indefinite period of time. The Company has both the intent and ability to indefinitely reinvest these earnings. Given its intent to reinvest these earnings for an indefinite period of time, the Company has not accrued a tax liability on these earnings. A determination of an unrecognized tax liability related to these earnings is not practical at this time. As of December 31, 2025 and 2024 , the Company has U.S. federal net operating loss carryforwards of $ 4.2 million and $ 4.6 million, respectively, which are available to offset future taxable income and do not expire. U.S. federal net operating loss carryforwards are limited to offsetting 80 % of taxable income in any given tax year. As of December 31, 2025 and 2024 , the Company has foreign net operating loss carryforwards of $ 0.0 million and $ 15.7 million, respectively, which are available to offset future foreign taxable income. As of December 31, 2025 , and 2024 , the Company’s foreign net operating loss carryforwards of $ 7.2 million and $ 5.8 million, respectively, expire at various times from 2025 to 2035, while the remainder of the Company’s foreign net operating loss carryforwards do not expire. The federal and foreign net operating loss as of December 31, 2025 and 2024 are summarized as follows: F-20 Table of Contents Year Ended December 31, (in thousands) 2025 Expiration 2024 Expiration US net operating loss carryforwards $ 4,210 Indefinite $ 4,639 Indefinite Foreign net operating loss carryforwards (Malta) 8,078 Indefinite 9,867 Indefinite Foreign net operating loss carryforwards (Curacao) 7,163 2025-2035 5,797 2024-2034 Foreign net operating loss carryforwards (Cyprus) 10 2027-2030 42 2027-2029 $ 19,461 $ 20,345 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. Section 174. 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 The Company evaluates its tax positions and recognizes tax benefits that, more-likely-than-not, will be sustained upon examination based on the technical merits of the position. The Company did not have any unrecognized tax benefits as of December 31, 2025 or 2024 . NOTE 15 — COMMITMENT AND CONTINGENCIES Legal Claims The Company operates in an emerging online gaming industry. For internet based online gaming operations, there is uncertainty as to which country’s law ought to be applied, as the internet operations can be linked to several jurisdictions. Legislation concerning online gaming is under investigation in many jurisdictions. The Company monitors the legal situation within the United States, European Union (the “EU”), and any of its key markets to ensure the Company will be in a position to continue operating in those jurisdictions. In the normal course of business, the Company may be subject to claims and litigation. The Company reviews its legal proceedings and claims, regulatory reviews and inspections, and other legal matters on an ongoing basis and follows appropriate accounting guidance when making accrual and disclosure decisions are required. If necessary, the Company establishes accruals for those contingencies when the incurrence of a loss is probable and can be reasonably estimated, and the Company discloses the amount accrued and the amount of a reasonably possible loss in excess of the amount accrued if such disclosure is necessary for the Company’s consolidated financial statements to not be misleading. The Company does not record an accrual when the likelihood of loss being incurred is probable, but the amount cannot be reasonably estimated, or when the loss is believed to be only reasonably possible or remote, although disclosures are made for material matters as required by ASC 450-20, Contingencies . For the years ended December 31, 2025 and 2024 , the Company had certain pending or threatened legal claims or actions in which there was a probable outcome. 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 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 has provided a full provision for these administrative claims in accrued expenses in the consolidated balance sheets at December 31, 2025 and 2024 . Principal Commitments The Company’s principal commitments primarily consist of operating lease obligations for office space and finance leases obligations, services agreements, and other contractual commitments. The principal commitments and contingencies are described below. F-21 Table of Contents NOTE 16 — LEASES In January 2024 , the Company entered into a lease for office space and car parking bays in Malta. The term of the lease is for six years , although the Company may terminate the lease at any time after three years . The monthly rent payment for the office is approximately $ 15 thousand for the first year, with a 3 % annual increase. Right-of-use assets for these administrative office leases as of December 31, 2025 and December 31, 2024 , are summarized as follows: December 31, December 31, (in thousands) 2025 2024 Malta Office 826 910 Operating lease, right-of-use asset, net $ 826 $ 910 The Company has no other material operating or financing leases with terms greater than 12 months. 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, 2025 and 2024 , were $ 199 thousand and $ 232 thousand, respectively. We have a month to month lease in Las Vegas. Annual maturities analysis under the Malta lease agreement at December 31, 2025 is as follows: Year ending December 31, 2026 $ 219 2027 225 2028 231 2029 237 Total 912 Less: Present value discount ( 105 ) Lease obligations, net $ 807 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. As of December 31, 2025 , the weighted average remaining lease term is 4 years and the weighted average discount rate used to determine the operation lease liability was 4.5 %. NOTE 17 — SEGMENT REPORTING Management has determined that the Company functions as a single operating segment, and thus reports as a single reportable segment. This determination is based on rules prescribed by GAAP applied to the manner in which management operates the Company. In particular, management assessed the discrete financial information routinely reviewed by the Company’s chief operating decision maker (“CODM”), its Chief Executive Officer, to monitor the Company’s operating performance and support decisions regarding allocation of resources to its operations. Specifically, performance is continuously monitored at the consolidated level as the Company is engaged in essentially the same business, which focuses on providing an online gaming casino to customers. The CODM evaluates the financial performance of the Company primarily by evaluating revenue (as disclosed on the consolidated statements of operations), adjusted EBITDA (a non-GAAP measure), and cash provided by operating activities (as disclosed on the consolidated statements of cash flows) to assess the Company's results and in the determination of allocating resources. The CODM may use disaggregated revenue metrics to evaluate game offerings, active user count, and customer retention, among other things. Adjusted EBITDA and cash provided by operating activities are reviewed to assess allocation of resources. The significant expenses reviewed by the CODM are direct operating expenses, advertising and promotion expenses, and general and administrative expenses as presented on the consolidated statements of operations. Management further determined that, based on their economic similarities, the Company’s operating subsidiaries, representing components, should be aggregated into one reporting unit for purposes of assessing potential impairment of goodwill in accordance with ASC 350 Intangibles - Goodwill and Other . These legal entities represent acquisitions that occurred over time pursuant to the Company’s strategic growth strategy. F-22 Table of Contents 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 Assets Prepaid expenses and other current assets $ — $ 22 Due from affiliates — 1,120 Intangible assets, net — 287 Total assets $ — $ 1,429 Liabilities and stockholders’ equity Accounts payable $ — $ 632 Due to affiliates — 77 Total liabilities — 709 The following table summarizes the Company’s income from discontinued operations for the years ended December 31, 2025 and 2024 , respectively: (in thousands) 2025 2024 Revenue $ 5,593 $ 4,676 Operating expenses Direct operating costs — 20 Direct operating costs (related party) 3,154 351 General and administrative 7 79 General and administrative (related party) 14 175 Advertising and promotions — 1,356 Total operating expenses 3,175 1,981 Income from operations 2,418 2,695 Interest expense, net — — Loss on disposition ( 322 ) — Reclassification of accumulated other comprehensive income balance 375 — Income before income taxes 2,471 2,695 Income tax expense — — Net income from discontinued operations $ 2,471 $ 2,695 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) 2025 2024 Net cash provided by (used in) operating activities $ 276 $ ( 248 ) F-23 Table of Contents 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 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. F-24 Table of Contents Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE There have been no disagreements on accounting and financial disclosure matters.