ROLR 10-K & 10-Q changes, risk factors and insider trading

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.comHighRoller.com, Kassuuu.com and fruta.com domain names principally utilizingutilized our Curacao license, and are currently 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.

We currently are present and active in several markets around the world. Our focus will primarily be to enter regulated markets in Europe, NorthEurope and SouthNorth 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 thesethe regulated NorthOntario American marketsmarket to occur in approximately twelve months from the receiptfirst half of proceeds from this initial public offering.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.

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.

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. WeOn believeDecember that31, our new CasinoRoom.com affiliate model site may further enable us to support future brands which2025 we maydivested launchCasinoroom.com. orSee acquireNote with18 targetedfor traffic.details.

Below is a quarterly breakdown for the periods indicated of the non-financial key performance indicators of  quarterly active users, defined as the number of users who placed at least one bet during a respective quarter;

We currently accept wagers in multiple currencies. We generated approximately $662 million in customer-paid real money bets during December 31, 2024 and $714$557.4 million in customer-paid real money bets during the year ended December 31, 20232025 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, 2024,2025, the average revenue per user was $323$258 as compared to approximately $575$252 per user for the same period in 2023.2024. 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 $90$87 million during the year ended December 31, 20242025 as compared to deposits of almost $75$90 million during the same period in 2023.2024. During the year ended December 31, 2024,2025, we had approximately 72,00088,364 active users as compared to approximately 51,400104,849 active users for the same period in 2023,2024, representing period over period growthdecline of approximately 40%.16%. Furthermore, during the year ended December 31, 2024,2025, we had approximately 47,97138,517 first time depositors and approximately 60,06079,652 unique depositors as compared to approximately 41,50058,300 first time depositors and approximately 49,80096,663 unique depositors for the same period in 2023,2024, representing period over period growthdecrease of approximately 40%34% and 41%,18%, respectively. Our net gaming revenue was $24.3$20.5 million and $28.6$23.2 million for the years ended December 31, 20242025 and 2023,2024, respectively.

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 8090 dedicated game development studios. This is not inclusive of discontinued operations. See footnote 18 for more details.

Revenue decreased by $1.8$2.8 million or 6%,11.9%, to $27.9$20.5 million during the year ended December 31, 2024,2025, as compared to $29.7$23.2 million during the year ended December 31, 2023.2024. The decrease was primarily due to the exit from Hungary,certain $1.2markets such as Norway, causing a decrease of $3.0 million, due to a change in the regulatory environment in thethose second half of 2023, further impacted by decreases across New Zealand and Norway, partiallymarkets, offset by increases in Finland.Finland of $1.7 million. The amount of real money bets during the years ended December 31, 2024,2025, and 20232024 was approximately $638.4$557.4 million and $697.8$638.4 million, respectively. Although total real money bets decreased by approximately 9%13% during the year ended December 31, 2024,2025, as compared to the year ended December 31, 2023,2024, the decrease in revenue of approximately 6%11.9% duringstill generated improved operating results as the samenew periodsfocused wasmarkets thethat resultgenerate ofmore aprofitable lowerrevenue returnper to players.user.

Direct operating costs (related party) decreased by $1.7$2.5 million or 40%,69.6%, to $2.6$1.1 million during the year ended December 31, 2024,2025, as compared to $4.3$3.6 million for the year ended December 31, 2023,2024, which is primarily related to a decrease in user acquisition relatedwhere revenue share paidagreements toexisted aand utilizing fewer related party affiliatedaffiliate company.marketing partners.

Direct operating costs (other) increaseddecreased by $937$2.1 thousandmillion or 10%,20.3%, to $10.3$8.2 million during the year ended December 31, 2024,2025, as compared to $9.4$10.3 million for the year ended December 31, 2023,2024. whichThis is primarily related to the usedecrease in user acquisition where revenue share agreements, which are accounted for in direct operating costs, existed, $0.5 million, a decrease of nonrelated$0.8 partymillion affiliatesin acrosspayment theprovider comparativefees periods.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.

Of the total direct operating costs of $12.9$9.3 million and $13.6$13.9 million for the years ended December 31, 2024,2025, and 2023,2024, respectively, $5.6$3.5 million and $6.3$5.6 millionmillion, respectively, was related to revenue share paid to marketing partners for the successful acquisition of revenue generating players through their marketing channels.

General and administrative (related party) decreasedincreased by $319$69 thousand, or 65%, to $174 thousand for the year ended December 31, 2024,2025, as compared to $493$0 thousandthe year ended December 31, 2024 as the company used internal resources for administrative work 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.2025.

General and administrative expenses (other) decreasedincreased by $848$768 thousand or 8%,8.4%, to $9.2$9.9 million for the year ended December 31, 2024,2025, as compared to $10.0$9.1 million for the year ended December 31, 2023.2024. The decreaseincrease was primarily driven by aan decreaseincrease of $0.4 million in unrealizedinsurance exchangecosts, differences$0.1 duemillion related to ainvestor morerelations favorableand exchange$0.3 ratemillion fromincrease Euroin toconsulting USD.labor costs.

Also included in general and administrative expenses (other) are foreign currency transaction losses, which decreased by $893$0.6 thousandmillion to $0.5 million for the year ended December 31, 2025, as compared to $1.1 million for the year ended December 31, 2024, as compared to $2.0 million for the year ended December 31, 2023.2024. The decrease was primarily driven by a more favorable exchange rate from Euro to USD.

Advertising and promotions (related party) expenses (other) increased by $3.4$210 millionthousand or 57%,22.0%, to $9.4$1.2 million for the year ended December 31, 2024,2025, as compared to $6.0$956 thousand for the year ended December 31, 2023.2024. The increase iswas primarily attributabledriven toby anour increase in people related costs, including stock compensationSEO expense; and increasespart of the marketing efforts in customerthe retentionfirst andquarter otherof marketing services.2025.

Product and software development (related party) expenses decreased by $34 thousand or 14%, to $208 thousand$0 for the year ended December 31, 2024,2025, as compared to $242$208 thousand for year ended December 31, 2023.2024. The decrease is primarily due to utilizing a 3rd party for custom developments as compared to using a related party for 2024.

Product and software development (other) expenses increased by $476$519 thousand or 139%,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, as compared to $342 thousand for the year ended December 31, 2023.2024. The increase is primarily driven by an increase in product development activity utilizing development resources from third parties as well as internal development resources.

Income tax expense (benefit) was $7$(2.9) thousandmillion and $13$7 thousand for the years ended December 31, 20242025 and 2023,2024, respectively. The benefit is due to the release of the valuation of allowance in 2025.

We had $6.9$2.1 million and $2.1$6.9 million in cash and cash equivalents as of December 31, 20242025 and 2023,2024, 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, 20242025 we had net lossincome from continuing operations of $5.9$690 million,thousand, had net cash used in operations of $3.9$3.2 million, had an accumulated deficit of $27.1$24.3 million, and had negative working capital of $1.4$1.3 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.

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 operationsoperations, 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.

Net cash used in operations during the year ended December 31, 2024,2025, was $3.9$3.2 million as compared to net cash providedused byin operations of $762$3.9 thousandmillion during the year ended December 31, 2023.2024. The change during the year ended December 31, 2024,2025, as compared to the year ended December 31, 2023,2024, 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.

Net cash used in investing activities during the year ended December 31, 2024,2025, was $471$1.6 thousandmillion as compared to net cash used byin investing activities of $629$471 thousand during the year ended December 31, 2023.2024. The change is due to a decrease in capitalized internal-use software costs andpartially offset by a decrease in the purchasepurchases of property and equipment during the period.

Net cash provided by financing activities for the year ended December 31, 2024,2025, was $7.7$90 millionthousand as compared to net cash usedprovided inby financing activities of $336$7.7 thousandmillion for the year ended December 31, 2023.2024. The changemost significant variance is primarilydue drivento by the increase inIPO proceeds from closing of the IPOreceived during the yearperiod ended December 31, 20242024, comparedalong towith thecapitalization yearof endedgaming Decemberlicense 31,costs 2023.in 2025.

Restricted cash (current) was $1.1$589 millionthousand and $2.0$1.1 million at December 31, 20242025 and December 31, 2023,2024, respectively. This is due to a decreaseless inrolling reservesserves required by payment service providers.providers as we exited Norway market and funds caught up by payment service providers which as classified as restricted cash.

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.

The Company conducted an impairment analysis with respect to the casino room trademarks and HighRoller domain namesname at December 31, 20242025 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, 2024.2025.

As of the date of this Quarterly Report, there were no material changes to the risks and uncertainties described in the section titled “Risk Factors” in the Form 10-K during the threesix months ended MarchJune 31,30, 2026 other than as set forth below:

You should read the following management’s discussion and analysis (“MD&A”) in conjunction with the information set forth within the unaudited condensed consolidated financial statements and related notes included in this Quarterly Report. Some of the information contained in this MD&A or set forth elsewhere in this Quarterly Report, including information with respect to our plans and strategy for our business, includes forward-looking statements that involve risks and uncertainties. You should review the “Forward-Looking Statements" and "Risk Factors" sections of this Quarterly Report for a discussion of important factors that could cause actual results to differ materially from the results described in or implied by the forward-looking statements contained in the following MD&A.

HighThe Roller Technologies, Inc.Company 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 utilizing our Estonian license.

We currently are present and active in several markets around the world. We currentlyanticipate expectlicense thatapproval initial entry intoin the regulated Ontario market towill occur in approximately the second 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.

We have implemented 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.

Spike Up Media, an affiliate of our founders, is one of a handful of globally foremost providers of lead generation and we believe that our association with Spike Up Media provides high-quality, cost-effective lead generation converting into active customers which together with our favorable customer acquisition costs and customer retention will result in favorable gross operating margins.

We currently accept wagers in multiple currencies. We generated more than $74.4$63.0 million and $137.4 million in bets during the three and six months ended MarchJune 31,30, 2026, respectively, and $153.3$153.2 million and $306.4 million in customer-paid real money bets during the three and six months ended MarchJune 31,30, 2025, respectively, utilizing our HighRoller.com, Fruta.com and Kassuuu.com domain names. During the three and six months ended MarchJune 31,30, 2026, the average revenue per user was $394$414 and $403, respectively, as compared to approximately $190$340 and $248 per user for the same periods in 2025.2025, respectively. User deposits were $12$10.1 million and $22.1 million during the three and six months ended MarchJune 31,30, 2026, respectively, as compared to deposits of almost $23$24.4 million and $47.1 million during the same periods in 2025.2025, respectively. During the three and six months ended MarchJune 31,30, 2026, we had 11,2139,607 and 20,820 active usersusers, respectively, as compared to 29,94619,675 and 49,621 active users for the same periods in 2025.2025, respectively. Furthermore, during the three and six months ended MarchJune 31,30, 2026, we had 1,300796 and 2,096 first time depositorsdepositors, respectively, as compared to 58,2696,050 and 21,743 first time depositors for the same periods in 2025.2025, respectively. During the three and six months ended MarchJune 31,30, 2026, we had 8,5336,791 and 15,324 unique depositorsdepositors, respectively, as compared to 27,28917,036 and 44,325 unique depositors for the same periods in 2025.2025, respectively. Our net gaming revenue was $3.4$2.8 million and $5.2$6.2 million for the three and six months ended MarchJune 31,30, 20262026, respectively, as compared to $5.8 million and $11.0 million for the same periods in 2025, respectively.

Our gaming operations extend across international markets by arrangements that utilize 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 provideprovides 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 17 for more details.

Pursuant to the Collaboration Agreement, the Company will initially serve as a guaranteed introducing broker and plans to procure an introducing broker license shortly thereafter, for the purpose of soliciting customers to trade event-based derivative contracts in CDNA's Predictions product class (the "Predictions Contracts") on the CDNA trading system. The Company is responsible for, among other things, developing, implementing, and maintaining a technology platform, available as a mobile application, through which end-user customers may access and trade Predictions Contracts. CDNA will be the exclusive provider of Predictions Contracts through the Company's technology in the United States for the first 24 months of the term of the Collaboration Agreement. The Collaboration Agreement has an initial term of two years, with automatic renewal for a 12-month period, unless terminated earlier in accordance with its provisions. Under the terms of the Agreement, the Company is not precluded from pursuing additional licenses related to the operation of prediction markets.

The following table sets forth a summary of our unaudited condensed consolidated results of operations for the periods indicated. The results of historical periods are not necessarily indicative of the results of operations for any future period.

We define and calculate Adjusted EBITDA as net loss from continuing operations 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.

(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 net of shares withheld for taxes (including related employer payroll taxes).

Net gaming revenue decreased by $1.8$4.8 million or 35.2%43.8% to $3.4$6.2 million during the threesix months ended MarchJune 31,30, 2026, as compared to $5.2$11.0 million during the threesix months ended MarchJune 31,30, 20252025. This is due to thecontinuing Companyfocus exiting various markets afteron the firstprediction quartermarket ofalong 2025 and the Company’swith continued implementation of athe refinednew marketing strategy.plan focusing on more valuable customers.

Direct operating costs (related party) decreased by $0.1$0.3 million or 40.3%,50.4%, to $0.2$0.3 million during the threesix months ended MarchJune 31,30, 2026, as compared to $0.3$0.7 million for the threesix months ended MarchJune 31,30, 2025, this decreasewhich is approximatelyprimarily related to the shift in marketing strategy from revenue sharing that began in the prior quarter but will increase later in the year and falls in line with the percentage decrease in revenue.

Direct operating costs (other) decreased by $1.2$2.6 million or 52.1%,55.5%, to $1.1$2.1 million forduring the threesix months ended MarchJune 31,30, 2026, as compared to $2.2$4.8 million for the threesix months ended MarchJune 31,30, 2025, duewhich is primarily related to costa efficienciesdecrease identifiedin withinaffiliate revenue sharing along with lower payment fees, game provider fees and affiliate revenue share, which resultedis in aline greaterwith percentage decrease when compared to the percentage change indecreased revenue.

Of the total direct operating costs of $1.3$2.4 million and $2.5$5.4 million for the threesix months ended MarchJune 31,30, 2026, and 2025, respectively, $0.5$0.3 million and $1.4$2.3 millionmillion, respectively, was related to revenue share paid to marketing partners for the successful acquisition of revenue generating players through their marketing channels.

Total general and administrative expenses were $4.5$7.9 million for the threesix months ended MarchJune 31,30, 2026, as compared to $3.3$6.2 million for the threesix months ended MarchJune 31,30, 2025.

General and administrative expenses (other) increased by $1.2$1.7 million or 36.1%,28.1%, to $4.5$7.9 million for the threesix months ended MarchJune 31,30, 2026, as compared to $3.3$6.2 million for the threesix months ended MarchJune 31,30, 2025. The increase was primarily driven by an increase infor stock-basedwarrant compensationexpense expense. Specifically, $1.0 million in relationrelated to warrantsthe issued in a private placementpublic offering in January 2026.2026 and higher spend preparing for entrance in the prediction market.

Also included inTotal general and administrative expenses (other) are foreign currency transaction losses, which were $72$3.4 thousandmillion for the three months ended MarchJune 31,30, 2026, as compared to $178$2.9 thousandmillion for the three months ended MarchJune 31,30, 2025.

Total advertising and promotion expenses were $0.3$0.9 million for the threesix months ended MarchJune 31,30, 2026, as compared to $2.8$3.7 million for the threesix months ended MarchJune 31,30, 2025.

Advertising and promotions expenses (related party) decreased by $0.6$0.5 million or 83.0%,56.6%, to $0.1$0.4 million for the threesix months ended MarchJune 31,30, 2026, as compared to $0.7$0.9 million for the threesix months ended MarchJune 31,30, 2025. The decrease is primarily attributable to the decrease in commission costs and SEOcommission listing costs related to the revised marketing strategy. Prediction market-related marketing spend began in the second quarter and will continue to increase throughout the year.

Advertising and promotions expenses (other) decreased by $1.8$2.3 million or 89.0%,83.1%, to $0.2$0.5 million for the threesix months ended MarchJune 31,30, 2026, as compared to $2.1$2.8 million for the threesix months ended MarchJune 31,30, 2025. The decrease is attributable to marketing strategy optimization.optimization offset by additional marketing spend for the prediction market in the quarter.

Total product and software expenses were $0.2$0.4 million for the threesix months ended MarchJune 31,30, 2026, as compared to $0.2$0.4 million for the threesix months ended MarchJune 31,30, 2025.

Product and software development expenses (other) increased by $0.0$0.1 million or 18.4%,14.4%, to $0.2$0.4 million for the threesix months ended MarchJune 31,30, 2026 as compared to $0.2$0.4 million for the threesix months ended MarchJune 31,30, 2025.

Loss from operations was $3.0$5.5 million for the threesix months ended MarchJune 31,30, 2026, as compared to a loss of $3.7$4.7 million for the threesix months ended MarchJune 31,30, 2025, primarily due to the Company revising the marketing strategy and investment into the absorptionplanned ofentry $1.0into millionthe warrantprediction expensemarket in March 31, 2026.vertical.

InterestLoss income,from netoperations was $0.05$2.5 million for the three months ended MarchJune 31,30, 2026, as compared to interesta expense,loss netof was $0.05$1.1 million for the three months ended MarchJune 31,30, 2025, primarily due to privatethe placementCompany proceedsrevising beingthe placedmarketing instrategy anand interestinvestment bearinginto account.the planned entry into the prediction market vertical.

Loss before income taxes was $3.0$5.3 million for the threesix months ended MarchJune 31,30, 2026, as compared to loss before income taxes of $3.7$4.8 million for the threesix months ended MarchJune 31,30, 2025.

Income tax expense (benefit) was $0.0$47 millionthousand and $0.0$54 millionthousand for the threesix months ended MarchJune 31,30, 2026 and 2025, respectively.

Net loss was $3.0$5.3 million for the threesix months ended MarchJune 31,30, 2026, as compared to net loss of $3.7$4.9 million for the threesix months ended MarchJune 31,30, 2025.

Our quarterly and annual financial results may also be impacted by the number and amount of betting losses and jackpot payouts we experience. Although our losses are limited per stake to a maximum payout in our online casino offering, when looking at bets across a period of time, these losses can be significant. As part of our online casino offerings, we offer local progressive jackpot games that are operated by us and larger progressive jackpots which are “global,” operating across multiple operators and guaranteed by our game suppliers. Each time a customer plays one of our local progressive jackpot games, we contribute a portion of the amount bet to the jackpot for that game or group of games. When a progressive jackpot is won, the jackpot is paid out and is reset to a predetermined base amount. As winning the jackpot is determined by a random mechanism, we cannot foresee when a jackpot will be won and we do not insure against jackpot payouts. Paying the local progressive jackpot decreases our cash position and, depending upon the size of the jackpot, payouts may have a significant negative affecteffect on our cash flow and financial condition. Global progressive jackpots are guaranteed and paid by the game suppliers and are not a liability directly affecting us.

We had $22.5$18.0 million in cash and cash equivalents as of MarchJune 31,30, 2026 (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). For the threesix months ended MarchJune 31,30, 2026 we had net loss of $3.0$5.3 million and had net cash used in operations of $3.0$5.9 million. As of MarchJune 31,30, 2026, we had an accumulated deficit of $27.3$29.6 million and working capital of $18.1$14.8 million.