High Roller Technologies, Inc. 8-K

What Happened

• High Roller Technologies, Inc. (ROLR) announced a registered direct offering priced at $13.21 per share for an aggregate of 1,892,506 shares, expected to raise approximately $25 million in gross proceeds. The Placement Agent Agreement with ThinkEquity LLC was signed January 19, 2026, and the company expects the offering to close on January 21, 2026, subject to customary closing conditions.
• The company also agreed to issue Placement Agent Warrants to purchase up to 94,625 shares, exercisable immediately at $16.5125 per share for five years. A press release announcing pricing was issued January 19, 2026.

Key Details

• Shares offered: 1,892,506 common shares at $13.21 per share; gross proceeds ≈ $25.0 million.
• Placement agent compensation: 7.0% cash fee of aggregate purchase price and a 1.0% non-accountable expense allowance; additional expense reimbursements (legal fees up to $100,000, other limited costs).
• Placement Agent Warrants: up to 94,625 shares, $16.5125 exercise price, 5-year term, exercisable immediately.
• Registration: Offered under the company’s effective Form S-3 registration statement declared effective December 2, 2025.

Why It Matters

• The transaction will provide the company with fresh cash to fund sales and marketing, operations, product development/diversification, geographic expansion, and general working capital — all items the company specifically identified as uses of proceeds.
• Investors should note dilution and transaction costs: the new shares and potential warrant exercises increase share count, and placement agent fees/expenses will reduce net proceeds.
• There are no current commitments to use proceeds for acquisitions, though the company may pursue in-licenses, investments or acquisitions in the future; the offering closing remains subject to customary conditions.