High Roller Technologies, Inc.
For the period ended Dec 31, 2025. Filed Mar 10, 2026.
View on SEC.govAbout this filing
A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2025 · Filed Mar 10, 2026
ROLR$3.16+5.7%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-K
Period ended 2024-12-31; filed 2025-03-21.
0001437749-25-008652
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-K
Period ended 2025-12-31; filed 2026-03-10.
0001753926-26-000462
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 90 previous paragraphs and 97 current paragraphs.
49 unchanged; 26 reworded; 22 added; 15 removed; 0 previous and 0 current paragraphs rearranged.
Tables are not compared: 7 previous and 5 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (22)
Current report
We are an evolving and growth-oriented global online gaming operator focused on providing its customers with the most exciting, enjoyable and compelling online experience on the market. Our experienced operational management team actively oversees engagement with its players and partners. The Company’s Platform is based around a set of gaming products, which the Company refers to as “iCasino” and is offered to players in select markets throughout the world. We currently offers more than 6,000 games from over 90 providers, representing largely the entire range of iCasino games which are most attractive to our player base including video slots, blackjack, roulette, baccarat, craps, and video poker. A number of the Company’s games are available to play with a live dealer including blackjack, video poker, roulette, baccarat, craps, Game Shows and other popular live games.
Current report
quarterly active users, defined as the number of users who placed at least one bet during a respective quarter;
Current report
quarterly unique depositing customers (“UDCs”), defined as the number of unique users who made at least one deposit during a respective quarter; and
Current report
quarterly wagers, defined as the total amount of real money bets placed by our users.
Current report
Non-GAAP information
Current report
This Report includes Adjusted EBITDA and Adjusted Earnings (Loss) Per Share, which are non-GAAP financial measures that we use to supplement our results presented in accordance with U.S. GAAP. We believe Adjusted EBITDA and Adjusted Earnings (Loss) Per Share are useful in evaluating our operating performance, similar to measures reported by our publicly-listed U.S. competitors, and regularly used by security analysts, institutional investors and other interested parties in analyzing operating performance and prospects. Adjusted EBITDA and Adjusted Earnings (Loss) Per Share are not intended to be a substitute for any U.S. GAAP financial measure. As calculated, they may not be comparable to other similarly titled measures of performance of other companies in other industries or within the same industry.
Current report
We define and calculate Adjusted EBITDA as net income (loss) before the impact of interest income and expense, income tax provision or benefit, and depreciation and amortization, and further adjusted for the following items: stock-based compensation; and other non-recurring and non-operating costs or income, as described in the reconciliation below.
Current report
We define and calculate Adjusted Earnings (Loss) Per Share as basic earnings (loss) per share attributable to common stockholders before the impact of amortization of acquired intangible assets; stock-based compensation; and other non-recurring and non-operating costs or income, as described in the reconciliation below.
Current report
We include non-GAAP financial measures because they are used by management to evaluate our core operating performance and trends and to make strategic decisions regarding the allocation of capital and new investments. Adjusted EBITDA and Adjusted Earnings (Loss) Per Share exclude certain expenses that are required in accordance with U.S. GAAP because they are non-recurring items (for example, in the case of severance costs), non-cash expenditures (for example, in the case of amortization of acquired intangible assets, depreciation and amortization and stock-based compensation), or non-operating items which are not related to our underlying business performance (for example, in the case of interest expense).
Current report
Adjusted EBITDA
Current report
The table below presents the Company's Adjusted EBITDA reconciled to our net income (loss), which is the most directly comparable financial measure calculated in accordance with U.S. GAAP, for the periods indicated:
Current report
(1) Includes restricted shares, stock options, equity-settled restricted share units, cash-settled restricted share units and equity-settled performance-based restricted share units granted to employees and directors (including related employer payroll taxes).
Current report
(2) Includes amortization of intangible assets generated through business acquisitions and depreciation of property and equipment, amortization of contract costs, and amortization of internally developed software and other intangible assets. Excludes amortization of right of use assets.
Current report
(3) Includes severance costs, non-recurring compensation payments and gain on acquisition.
Current report
Direct operating costs (other) decreased by $2.1 million or 20.3%, to $8.2 million during the year ended December 31, 2025, as compared to $10.3 million for the year ended December 31, 2024. This is primarily related to the decrease in user acquisition where revenue share agreements, which are accounted for in direct operating costs, existed, $0.5 million, a decrease of $0.8 million in payment provider fees as we exited markets with higher fees than new focused markets and $0.4 million decrease of game provider fees as revenue decreased and fees are a percentage of GGR.
Current report
General and administrative (related party)increased by $69 thousand, for the year ended December 31, 2025, as compared to $0 the year ended December 31, 2024 as the company used internal resources for administrative work for the year ended December 31, 2025.
Current report
General and administrative expenses (other)increased by $768 thousand or 8.4%, to $9.9 million for the year ended December 31, 2025, as compared to $9.1 million for the year ended December 31, 2024. The increase was primarily driven by an increase of $0.4 million in insurance costs, $0.1 million related to investor relations and $0.3 million increase in consulting labor costs.
Current report
Advertising and promotions expenses (other)decreased by $1.8 million or 26.8%, to $4.9 million for the year ended December 31, 2025, as compared to $6.7 million for the year ended December 31, 2024. The decrease is primarily attributable to decreased affiliate commission cost per acquisition as cost cutting efforts and new marketing strategy implemented in the second half of 2025 that focuses on different marketing methods and new markets.
Current report
Income tax expense (benefit) was $(2.9) million and $7 thousand for the years ended December 31, 2025 and 2024, respectively. The benefit is due to the release of the valuation of allowance in 2025.
Current report
Net income (loss) from continuing operations
Current report
Net income from continuing operations was $690 thousand for the year ended December 31, 2025, as compared to net loss from continuing operations of $8.6 million for the year ended December 31, 2024. The improvement is primarily driven by cost cutting efforts, the gain on the acquisition of intangible assets and the release of a valuation allowance in 2025.
Current report
Net cash provided by financing activities for the year ended December 31, 2025, was $90 thousand as compared to net cash provided by financing activities of $7.7 million for the year ended December 31, 2024. The most significant variance is due to IPO proceeds received during the period ended December 31, 2024, along with capitalization of gaming license costs in 2025.
Removed paragraphs (15)
Previous report
Unless the context requires otherwise, all references in this MD&A to the “Company,” “we,” “us,” or “our” refer to the company, High Roller Technologies, Inc. and its subsidiaries.
Previous report
We are an evolving and growth-oriented iCasino and entertainment company that focuses primarily on online casino betting in Europe, North American and South America. Our mission is to offer consistently superior customer experience by (i) providing fast onboarding, easy log-in and re-log-in, (ii) assuring efficient and secure payment processing, (iii) providing prompt payouts on player winnings, (iv) offering generous bonuses, bonus play and free spins on popular games, (v) utilizing an interactive environment for player engagement leading to longer stays online and more play, (vi) maintaining 24/7/365 customer service to assure customer satisfaction and (vii) providing an array of responsible gaming tools and AI models to ensure a safe gaming experience.
Previous report
1 Includes revenues from CasinoRoom.com
Previous report
Direct operating costs (other) increased by $937 thousand or 10%, to $10.3 million during the year ended December 31, 2024, as compared to $9.4 million for the year ended December 31, 2023, which is primarily related to the use of nonrelated party affiliates across the comparative periods.
Previous report
General and administrative (related party)decreased by$319 thousand, or 65%, to$174 thousand for the year ended December 31, 2024, as compared to$493 thousand for the year ended December 31, 2023. The decrease was primarily driven by using internal resources with better rates and decreasing reliance on outside parties to provide administrative services.
Previous report
General and administrative expenses (other)decreased by$848 thousand or 8%, to$9.2 million for the year ended December 31, 2024, as compared to$10.0 million for the year ended December 31, 2023. The decrease was primarily driven by a decrease in unrealized exchange differences due to a more favorable exchange rate from Euro to USD.
Previous report
Advertising and promotions expenses (other) increased by $3.4 million or 57%, to $9.4 million for the year ended December 31, 2024, as compared to $6.0 thousand for the year ended December 31, 2023. The increase is primarily attributable to an increase in people related costs, including stock compensation expense; and increases in customer retention and other marketing services.
Previous report
Income tax expense was $7 thousand and $13 thousand for the years ended December 31, 2024 and 2023, respectively.
Previous report
Net loss
Previous report
Net loss was $5.9 million for the year ended December 31, 2024, as compared to net loss of $2.8 million for the year ended December 31, 2023.
Previous report
On June 6, 2024, the Company entered into interest free short-term unsecured loans with existing shareholders for $500 thousand. The loans were due and payable on or before December 31, 2024. If not paid on or before maturity the notes will accrue interest at a rate of 10% per year from the date of funds receipt. On October 28, 2024 $35 thousand of the loan was repaid, on December 20, 2024 $375 thousand of the loan was converted to common stock and the remaining balance of the loan was paid back on January 3, 2025.
Previous report
In June 2023 we entered into a debt conversion agreement with Ellmount Interactive A.B. and Spike Up Media A.B. pursuant to which we issued 631,809 shares of common stock, valued at $7.91 per share, to Spike Up in exchange for $5.0 million that we owed to Spike Up through June 30, 2023 for services provided to our subsidiary, HR Entertainment Ltd. Following this stock issuance, we owed Spike Up a balance of approximately $421 thousand, for such services, which was paid.
Previous report
Net cash provided by financing activities for the year ended December 31, 2024, was $7.7 million as compared to net cash used in financing activities of $336 thousand for the year ended December 31, 2023. The change is primarily driven by the increase in proceeds from closing of the IPO during the year ended December 31, 2024 compared to the year ended December 31, 2023.
Previous report
Recently Adopted Accounting Pronouncements
Previous report
Recently issued and adopted accounting pronouncements are described in Note 2 to our audited consolidated financial statements included elsewhere in this Annual Report. ASC 2023-07,Segment Reporting is effective for the consolidated financial statements for the reporting period and all interim periods thereafter and the Company adopted ASU 2023-07,Segment Reporting on January 1, 2024. On a monthly basis, the CODM is provide consolidated balance sheets and consolidated statements of operations and consolidated statements of operations and comprehensive loss and reviews financial information on a company wide basis. The CODM does not currently review the company's operations as more than one segment regarding profit or loss as a tool to allocate resources. See Note 17 for segment reporting disclosure.
Reworded paragraphs (26)
Previous wording
High Roller Technologies, Inc. was incorporated in Delaware in 2021 as a holding company, with the intent to seek an initial public offering on a United States securities exchange. In January 2022 we launched HighRoller.com to deliver more immersive real money gaming experiences for the iCasino market. Prior to our transition to the HighRoller.com Platform we operated our online iCasino activities under the casinoroom.com domain name. We operate an online gaming business offering casino games to customers in various jurisdictions worldwide under the HighRoller.com and fruta.com domain names principally utilizing our Curacao license, and under our Happy Hour Solutions Agreements accessing revenue generated under the Estonian license. Unless further extended, the Happy Hour Solutions Agreements terminate on the earlier of our receipt of an Estonian license or December 31, 2025.
Current wording
High Roller Technologies, Inc. was incorporated in Delaware in 2021 as a holding company, with the intent to seek an initial public offering on a United States securities exchange. In January 2022 we launched HighRoller.com to deliver more immersive real money gaming experiences for the iCasino market. Prior to our transition to the HighRoller.com Platform we operated our online iCasino activities under the casinoroom.com domain name. We operate an online gaming business offering casino games to customers in various jurisdictions worldwide under the HighRoller.com, Kassuuu.com and fruta.com domain names principally utilized our Curacao license, and are currently under our Estonian license.
Previous wording
We currently are present and active in several markets around the world. Our focus will primarily be to enter regulated markets in Europe, North and South America. We intend to seek entry into one or more regulated North American markets utilizing proceeds from this offering but have not identified any target or budgeted any amount for such entries. We currently expect that initial entry into any of these regulated North American markets to occur in approximately twelve months from the receipt of proceeds from this initial public offering. No assurance can be given that these efforts will prove successful. Our business may suffer if we are unable to open new geographical markets or if we are unable to continue expanding within existing markets.
Current wording
We currently are present and active in several markets around the world. Our focus will primarily be to enter regulated markets in Europe and North America. We intend to seek entry into one or more regulated North American markets but have not identified any target or budgeted any amount for such entries. We currently expect that initial entry into the regulated Ontario market to occur in approximately the first half of 2026. No assurance can be given that these efforts will prove successful. Our business may suffer if we are unable to open new geographical markets or if we are unable to continue expanding within existing markets.
Previous wording
We are implementing a multi-brand strategy to launch new brands utilizing our current licenses and using our existing resources. The scalability of our Platform allows the Company to use existing resources to launch new brands that provide access to new target demographics and generate new revenues through existing player acquisition channels while maintaining the current cost structure with nominal incremental costs. The conversion of marketing spend into new player acquisition or existing player reactivation on our current and future portfolio of brands will ultimately determine where player acquisition funds are spent on a market-to-market basis. While no assurances can be given that these efforts will be successful, and management’s time as well as nominal incremental costs may be spent with limited financial results, management believes that this strategy mitigates any material negative impact on operations or financial position by leveraging scalable processes and technologies within our Platform. If market reception is successful, a new brand may generate material revenue. We soft launched our second active brand, Fruta.com, in December 2023, allowing select players to test the website prior to going live in February 2024. We are currently exploring opportunities for other future brand launches.
Current wording
We are implementing a multi-brand strategy to launch new brands utilizing our current licenses and using our existing resources. The scalability of our Platform allows the Company to use existing resources to launch new brands that provide access to new target demographics and generate new revenues through existing player acquisition channels while maintaining the current cost structure with nominal incremental costs. The conversion of marketing spend into new player acquisition or existing player reactivation on our current and future portfolio of brands will ultimately determine where player acquisition funds are spent on a market-to-market basis. While no assurances can be given that these efforts will be successful, and management’s time as well as nominal incremental costs may be spent with limited financial results, management believes that this strategy mitigates any material negative impact on operations or financial position by leveraging scalable processes and technologies within our Platform. If market reception is successful, a new brand may generate material revenue. We soft launched our second active brand, Fruta.com, in December 2023, allowing select players to test the website prior to going live in February 2024. In September 2025 we launched our third brand, Kassuuu.com. We are currently exploring opportunities for other future brand launches.
Previous wording
We obtain our iCasino game offerings from over 80 suppliers such as Pragmatic Play, Push Gaming, Evolution Gaming for Live Dealer Services, Big Time Gaming, Red Tiger Gaming, Play’n Go, Netent, Quickspin and others. These content and gaming licenses are subject to standard revenue-share agreements, whereby suppliers receive a percentage of the net gaming revenue generated from their respective casino games and payment combinations, including agreed upon fixed costs.
Current wording
We obtain our iCasino game offerings from over 90 suppliers such as Pragmatic Play, Push Gaming, Evolution Gaming for Live Dealer Services, Big Time Gaming, Red Tiger Gaming, Play’n Go, Netent, Quickspin and others. These content and gaming licenses are subject to standard revenue-share agreements, whereby suppliers receive a percentage of the net gaming revenue generated from their respective casino games and payment combinations, including agreed upon fixed costs.
Previous wording
During the first half of 2022, we rebranded our iCasino operations from CasinoRoom.com to HighRoller.com and concurrently commenced to reposition our legacy gaming operator “CasinoRoom.com” into an online casino ratings and reviews portal that would generate high-value leads and targeted search engine traffic (SEO) for HighRoller.com and customer leads for other casinos particularly in markets that we do not serve. We believe that our new CasinoRoom.com affiliate model site may further enable us to support future brands which we may launch or acquire with targeted traffic.
Current wording
During the first half of 2022, we rebranded our iCasino operations from CasinoRoom.com to HighRoller.com and concurrently commenced to reposition our legacy gaming operator “CasinoRoom.com” into an online casino ratings and reviews portal that would generate high-value leads and targeted search engine traffic (SEO) for HighRoller.com and customer leads for other casinos particularly in markets that we do not serve. On December 31, 2025 we divested Casinoroom.com. See Note 18 for details.
Previous wording
We believe that ours is an attractive proposition which extends beyond a dynamic base product offering to one that has a broad selection of entertaining and exciting content having more than 4,400 slot and other iCasino games, with a number of our most popular games being available to play with a live dealer, such as blackjack, video poker, roulette, baccarat, and craps sourced from over 70 content providers. We provide loyalty program offers with generous cash back, inviting hospitality experiences, other welcoming introductory services and longer play incentives. All our players are treated with an attractive welcome package of bonuses and free spins on popular slots. Each time a player levels up to a next tier of play, the player is instantly rewarded with free spins at the slots they prefer at their then stake levels of play. We focus on a rapid registration process and allow players one tap search to discover and select their games of choice. Our players also appreciate rapid payment processing through our automated cashier.
Current wording
We believe that ours is an attractive proposition which extends beyond a dynamic base product offering to one that has a broad selection of entertaining and exciting content having more than 6,000 slot and other iCasino games, with a number of our most popular games being available to play with a live dealer, such as blackjack, video poker, roulette, baccarat, and craps sourced from over 90 content providers. We provide loyalty program offers with generous cash back, inviting hospitality experiences, other welcoming introductory services and longer play incentives. All our players are treated with an attractive welcome package of bonuses and free spins on popular slots. Each time a player levels up to a next tier of play, the player is instantly rewarded with free spins at the slots they prefer at their then stake levels of play. We focus on a rapid registration process and allow players one tap search to discover and select their games of choice. Our players also appreciate rapid payment processing through our automated cashier.
Previous wording
We currently accept wagers in multiple currencies. We generated approximately $662 million in customer-paid real money bets during December 31, 2024 and $714 million in customer-paid real money bets during the year ended December 31, 2023 utilizing our HighRoller.com domain name. During the year ended December 31, 2024, the average revenue per user was $323 as compared to approximately $575 per user for the same period in 2023. User deposits were approximately $90 million during the year ended December 31, 2024 as compared to deposits of almost $75 million during the same period in 2023. During the year ended December 31, 2024, we had approximately 72,000 active users as compared to approximately 51,400 active users for the same period in 2023, representing period over period growth of approximately 40%. Furthermore, during the year ended December 31, 2024, we had approximately 47,971 first time depositors and approximately 60,060 unique depositors as compared to approximately 41,500 first time depositors and approximately 49,800 unique depositors for the same period in 2023, representing period over period growth of approximately 40% and 41%, respectively. Our net gaming revenue was $24.3 million and $28.6 million for the years ended December 31, 2024 and 2023, respectively.
Current wording
We currently accept wagers in multiple currencies. We generated approximately $557.4 million in customer-paid real money bets during the year ended December 31, 2025 and $661.5 million in customer-paid real money bets during the year ended December 31, 2024 utilizing our HighRoller.com domain name. During the year ended December 31, 2025, the average revenue per user was $258 as compared to approximately $252 per user for the same period in 2024. The decrease in overall bets was due to the focus on more profitable markets, as the revenue per user increased year over year. User deposits were approximately $87 million during the year ended December 31, 2025 as compared to deposits of almost $90 million during the same period in 2024. During the year ended December 31, 2025, we had approximately 88,364 active users as compared to approximately 104,849 active users for the same period in 2024, representing period over period decline of approximately 16%. Furthermore, during the year ended December 31, 2025, we had approximately 38,517 first time depositors and approximately 79,652 unique depositors as compared to approximately 58,300 first time depositors and approximately 96,663 unique depositors for the same period in 2024, representing period over period decrease of approximately 34% and 18%, respectively. Our net gaming revenue was $20.5 million and $23.2 million for the years ended December 31, 2025 and 2024, respectively.
Previous wording
Our gaming operations extend across international markets by arrangements that utilize third party licenses authorized by other local and remote authorities. We expect that new geographical markets will be material additional drivers of our revenue growth and profit in subsequent years. Through our relationship with Spike Up Media we are able to outsource parts of our marketing department, resulting in access to broader industry knowledge than would otherwise be readily available to us, as well as give us the ability to scale much quicker and more effectively than many of our competitors. By way of illustration, when entering a new market we will need to hire additional staff, familiarize ourselves with such matters as demographics, language, favorable selling points, pitfalls to avoid, competitor presentations and operations, and other market specific facts through expensive and time-consuming testing and data gathering. Our access to Spike Up’s extensive experience and market data provide us immediate market intelligence and allows us to drive viable leads in most active casino markets from the time that we access those markets. We anticipate that this accelerated new market entry will reduce costs and allow for earlier market acceptance than that which we might be able to achieve on a standalone basis. We believe that the most efficient allocation of our resources does not currently allow us to build, design and deploy proprietary games and as a result we focus our resources on aggregating and curating iCasino games from over 80 dedicated game development studios.
Current wording
Our gaming operations extend across international markets by arrangements that utilize third party licenses authorized by other local and remote authorities. We expect that new geographical markets will be material additional drivers of our revenue growth and profit in subsequent years. Through our relationship with Spike Up Media we are able to outsource parts of our marketing department, resulting in access to broader industry knowledge than would otherwise be readily available to us, as well as give us the ability to scale much quicker and more effectively than many of our competitors. By way of illustration, when entering a new market we will need to hire additional staff, familiarize ourselves with such matters as demographics, language, favorable selling points, pitfalls to avoid, competitor presentations and operations, and other market specific facts through expensive and time-consuming testing and data gathering. Our access to Spike Up’s extensive experience and market data provide us immediate market intelligence and allows us to drive viable leads in most active casino markets from the time that we access those markets. We anticipate that this accelerated new market entry will reduce costs and allow for earlier market acceptance than that which we might be able to achieve on a standalone basis. We believe that the most efficient allocation of our resources does not currently allow us to build, design and deploy proprietary games and as a result we focus our resources on aggregating and curating iCasino games from over 90 dedicated game development studios. This is not inclusive of discontinued operations. See footnote 18 for more details.
Previous wording
Revenue decreased by $1.8 million or 6%, to $27.9 million during the year ended December 31, 2024, as compared to $29.7 million during the year ended December 31, 2023. The decrease was primarily due to the exit from Hungary, $1.2 million, due to a change in the regulatory environment in the second half of 2023, further impacted by decreases across New Zealand and Norway, partially offset by increases in Finland. The amount of real money bets during the years ended December 31, 2024, and 2023 was appr oximately $638.4 million and $697.8 million, respectively. Although total real money bets decreased by approximately 9% during the year ended December 31, 2024, as compared to the year ended December 31, 2023, the decrease in revenue of approximately 6% during the same periods was the result of a lower return to players.
Current wording
Revenue decreased by $2.8 million or 11.9%, to $20.5 million during the year ended December 31, 2025, as compared to $23.2 million during the year ended December 31, 2024. The decrease was primarily due to the exit from certain markets such as Norway, causing a decrease of $3.0 million, due to a change in the regulatory environment in those markets, offset by increases in Finland of $1.7 million. The amount of real money bets during the years ended December 31, 2025, and 2024 was approximately $557.4 million and $638.4 million, respectively. Although total real money bets decreased by approximately 13% during the year ended December 31, 2025, as compared to the year ended December 31, 2024, the decrease in revenue of approximately 11.9% still generated improved operating results as the new focused markets that generate more profitable revenue per user.
Previous wording
Direct operating costs (related party) decreased by $1.7 million or 40%, to $2.6 million during the year ended December 31, 2024, as compared to $4.3 million for the year ended December 31, 2023, which is primarily related to a decrease in user acquisition related revenue share paid to a related party affiliated company.
Current wording
Direct operating costs (related party)decreased by $2.5 million or 69.6%, to $1.1 million during the year ended December 31, 2025, as compared to $3.6 million for the year ended December 31, 2024, which is primarily related to a decrease in user acquisition where revenue share agreements existed and utilizing fewer related party affiliate marketing partners.
Previous wording
Of the total direct operating costs of $12.9 million and $13.6 million for the years ended December 31, 2024, and 2023, respectively, $5.6 million and $6.3 million was related to revenue share paid to marketing partners for the successful acquisition of revenue generating players through their marketing channels.
Current wording
Of the total direct operating costs of $9.3 million and $13.9 million for the years ended December 31, 2025, and 2024, respectively, $3.5 million and $5.6 million, respectively, was related to revenue share paid to marketing partners for the successful acquisition of revenue generating players through their marketing channels.
Previous wording
Also included in general and administrative expenses (other) are foreign currency transaction losses, which decreased by $893 thousand to $1.1 million for the year ended December 31, 2024, as compared to $2.0 million for the year ended December 31, 2023. The decrease was primarily driven by a more favorable exchange rate from Euro to USD.
Current wording
Also included in general and administrative expenses (other) are foreign currency transaction losses, which decreased by $0.6 million to $0.5 million for the year ended December 31, 2025, as compared to $1.1 million for the year ended December 31, 2024. The decrease was primarily driven by a more favorable exchange rate from Euro to USD.
Previous wording
Advertising and promotions (related party) expenses decreased by $693 thousand or 42%, to $956 thousand for the year ended December 31, 2024, as compared to $1.6 million for the year ended December 31, 2023. The decrease was primarily driven by our decrease in reliance on an affiliated company for user acquisition.
Current wording
Advertising and promotions (related party) expenses increased by $210 thousand or 22.0%, to $1.2 million for the year ended December 31, 2025, as compared to $956 thousand for the year ended December 31, 2024. The increase was primarily driven by our increase in SEO expense and part of the marketing efforts in the first quarter of 2025.
Previous wording
Product and software development (related party) expenses decreased by $34 thousand or 14%, to $208 thousand for the year ended December 31, 2024, as compared to $242 thousand for year ended December 31, 2023.
Current wording
Product and software development (related party) expenses decreased to $0 for the year ended December 31, 2025, as compared to $208 thousand for year ended December 31, 2024. The decrease is primarily due to utilizing a 3 rd party for custom developments as compared to using a related party for 2024.
Previous wording
Product and software development (other) expenses increased by $476 thousand or 139%, to $818 thousand for the year ended December 31, 2024, as compared to $342 thousand for the year ended December 31, 2023. The increase is primarily driven by an increase in product development activity utilizing development resources from third parties as well as internal development resources.
Current wording
Product and software development (other) expenses increased by $519 thousand or 63.4%, to $1.3 million for the year ended December 31, 2025, as compared to $818 thousand for the year ended December 31, 2024. The increase is primarily driven by an increase in product development activity utilizing development resources from third parties as well as internal development resources.
Previous wording
Loss from operations was $5.8 million for the year ended December 31, 2024, as compared to $2.7 million for the year ended December 31, 2023, primarily due to the decreases in revenue due primarily to the exit of a market in the second half of 2023 and the increases in operating expenses.
Current wording
Loss from operations was $6.2 million for the year ended December 31, 2025, as compared to $8.5 million for the year ended December 31, 2024, primarily due to the cost cutting and focusing on more profitable markets in 2025.
Previous wording
Interest expense, net was $125 thousand for the year ended December 31, 2024, as compared to $114 thousand for the year ended December 31, 2023, and consisted primarily of non-cash interest expense related to the amortization of the present value discount of the domain name purchase liability (a related party liability).
Current wording
Interest expense, net was $74 thousand for the year ended December 31, 2025, as compared to $124 thousand for the year ended December 31, 2024, and consisted primarily of non-cash interest expense related to the amortization of the present value discount of the domain name purchase liability (a related party liability).
Previous wording
Loss before income taxes was $5.9 million for the year ended December 31, 2024, as compared to $2.8 million for the year ended December 31, 2023.
Current wording
Loss before income taxes was $2.3 million for the year ended December 31, 2025, as compared to $8.6 million for the year ended December 31, 2024.
Previous wording
We had $6.9 million and $2.1 million in cash and cash equivalents as of December 31, 2024 and 2023, respectively (excluding customer cash deposits, which we segregate from our operating cash balances on behalf of our real-money customers for all jurisdictions and products, and restricted cash). As of the year ended December 31, 2024 we had net loss of $5.9 million, had net cash used in operations of $3.9 million, had an accumulated deficit of $27.1 million, and had negative working capital of $1.4 million. As of the year ended December 31, 2023, we had net loss of $2.8 million, had net cash provided by operations of $ 762 thousand, an accumulated deficit of $21.2 million, and negative working capital of $4.6 million.
Current wording
We had $2.1 million and $6.9 million in cash and cash equivalents as of December 31, 2025 and 2024, respectively (excluding customer cash deposits, which we segregate from our operating cash balances on behalf of our real-money customers for all jurisdictions and products, and restricted cash). As of the year ended December 31, 2025 we had net income from continuing operations of $690 thousand, had net cash used in operations of $3.2 million, had an accumulated deficit of $24.3 million, and had negative working capital of $1.3 million.
Previous wording
The Company's history of operating losses and negative operating cash flows initially raised substantial doubt regarding its ability to continue as a going concern. However, based on management's current operating plan, the Company believes its cash on hand and the projected cash generated from operations are sufficient to fund the Company's operations for a period of a least 12 months subsequent to the issuance of the accompanying Consolidated Financial Statements and alleviates the conditions that initially raised substantial doubt regarding the Company's ability to continue as a going concern.
Current wording
The Company's history of operating losses and negative operating cash flows initially raised substantial doubt regarding its ability to continue as a going concern. However, based on management's current operating plan, the Company believes its cash on hand from a private placement offering and direct offering generating gross proceeds of approximately $26 million, and the projected cash generated from operations, are sufficient to fund the Company's operations for a period of a least 12 months subsequent to the issuance of the accompanying Consolidated Financial Statements and alleviates the conditions that initially raised substantial doubt regarding the Company's ability to continue as a going concern.
Previous wording
Net cash used in operations during the year ended December 31, 2024, was $3.9 million as compared to net cash provided by operations of $762 thousand during the year ended December 31, 2023. The change during the year ended December 31, 2024, as compared to the year ended December 31, 2023, is primarily due to a net increase in the various operating asset and liability accounts, particularly the net increase in due from/due to affiliates, as well as an increase in share-based compensation expense. This is due to the settlement of domain name purchase and payment of player acquisition expenses to a related party.
Current wording
Net cash used in operations during the year ended December 31, 2025, was $3.2 million as compared to net cash used in operations of $3.9 million during the year ended December 31, 2024. The change during the year ended December 31, 2025, as compared to the year ended December 31, 2024, is primarily due to a net increase in the various operating asset and liability accounts, particularly the net increase in due to affiliates, as well as an increase in share-based compensation expense. This is due to the settlement of domain name purchase and payment of player acquisition expenses to a related party.
Previous wording
Net cash used in investing activities during the year ended December 31, 2024, was $471 thousand as compared to net cash used by investing activities of $629 thousand during the year ended December 31, 2023. The change is due to a decrease in capitalized internal-use software costs and a decrease in the purchase of property and equipment during the period.
Current wording
Net cash used in investing activities during the year ended December 31, 2025, was $1.6 million as compared to net cash used in investing activities of $471 thousand during the year ended December 31, 2024. The change is due to capitalized internal-use software costs partially offset by a decrease in purchases of property and equipment during the period.
Previous wording
Restricted cash (current) was $1.1 million and $2.0 million at December 31, 2024 and December 31, 2023, respectively. This is due to a decrease in reserves required by payment service providers.
Current wording
Restricted cash (current) was $589 thousand and $1.1 million at December 31, 2025 and December 31, 2024, respectively. This is due to a less rolling serves required by payment service providers as we exited Norway market and funds caught up by payment service providers which as classified as restricted cash.
Previous wording
The preparation of the audited consolidated 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, recovery of amounts held in escrow, realization of intangible assets, share-based compensation, accrued jackpots and the realization of deferred tax assets.
Current wording
The preparation of the consolidated 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, recovery of amounts held in escrow, realization of intangible assets, share-based compensation, accrued jackpots and the realization of deferred tax assets.
Previous wording
The Company conducted an impairment analysis with respect to the casino room trademarks and HighRoller domain names at December 31, 2024 which concluded that the fair value, determined using a discounted cash flow analysis, substantially exceed their carrying value, and thus they were not impaired. 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, 2024.
Current wording
The Company conducted an impairment analysis with respect to the HighRoller domain name at December 31, 2025 which concluded that the fair value, determined using a discounted cash flow analysis, substantially exceed their carrying value, and thus they were not impaired. 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.
Previous wording
ASC 205-40Presentation of Financial Statements - Going Concern, requires management to assess the reporting entity's ability to continue as a going concern. In accordance with this guidance, we have evaluated whether there are conditions and events, considered in the aggregate, that raise substantial doubt about our ability to continue as a going concern within one year after the date that the Consolidated Financial Statements are issued.
Current wording
ASC 205-40 Presentation of Financial Statements - Going Concern, requires management to assess the reporting entity's ability to continue as a going concern. In accordance with this guidance, we have evaluated whether there are conditions and events, considered in the aggregate, that raise substantial doubt about our ability to continue as a going concern within one year after the date that the Consolidated Financial Statements are issued.