SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
(Exact Name of Registrant as Specified in Charter)
|
| |||
(State or Other Jurisdiction of Incorporation) |
| (Commission File Number) |
| (I.R.S. Employer Identification Number) |
|
| |
(Address of principal executive offices, with zip code) |
|
|
(
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class |
| Trading Symbol(s) |
| Name of Each Exchange on Which Registered |
|
|
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 Securities Act of 1933 (17 CFR§230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On June 30, 2026, the stockholders of High Roller Technologies, Inc. (the “Company”) approved and adopted an amendment (the “Plan Amendment”) to the Company’s 2024 Equity Incentive Plan, as amended (the “Plan”), at its 2026 annual meeting of stockholders (the “Annual Meeting”). A summary of the material terms of the Plan, as amended by the Plan Amendment, is included under the heading “Proposal No. 2: The Plan Amendment Proposal” in the definitive proxy statement filed by the Company in connection with the Annual Meeting with the Securities and Exchange Commission on May 14, 2026. The summary is qualified in its entirety by reference to the full text of the Plan, as amended by the Plan Amendment, a copy of which is filed herewith as Exhibit 10.1 and incorporated herein by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders.
The Company held the Annual Meeting on June 30, 2026. At the Annual Meeting, the Company’s stockholders were asked to vote upon:
1. | The election of six directors, each to serve until the Company’s 2027 annual meeting of stockholders and until their respective successors are duly elected and qualified. The nominees for election were Michael Cribari, Brandon Eachus, Daniel Bradtke, Jonas Martensson, Kristen Britt, and David Weild IV; |
2. | The approval of the Plan Amendment to increase the individual award limit set forth in Section 9.8 of the Plan from 170,000 to 250,000 shares; and |
3. | The ratification of the appointment of WithumSmith+Brown, PC as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026. |
The results of the matters voted on at the Annual Meeting, based on the presence in person or by proxy of holders of record of 7,562,064 of the 10,968,987 shares of the Company’s common stock entitled to vote, were as follows:
1. | The stockholders approved the election of each of the director nominees to serve until the 2027 annual meeting of stockholders and until their respective successors are duly elected and qualified. The voting results were as follows: |
|
| For |
|
| Withheld |
|
| Broker Non-Votes |
| |||
Michael Cribari |
|
| 6,215,097 |
|
|
| 201,614 |
|
|
| 1,145,353 |
|
Brandon Eachus |
|
| 6,215,056 |
|
|
| 201,655 |
|
|
| 1,145,353 |
|
Daniel Bradtke |
|
| 6,214,820 |
|
|
| 201,891 |
|
|
| 1,145,353 |
|
Jonas Martensson |
|
| 6,251,391 |
|
|
| 165,320 |
|
|
| 1,145,353 |
|
Kristen Britt |
|
| 6,253,981 |
|
|
| 162,730 |
|
|
| 1,145,353 |
|
David Weild IV |
|
| 6,264,080 |
|
|
| 152,631 |
|
|
| 1,145,353 |
|
2. | The stockholders approved the Plan Amendment, which required the affirmative vote of the majority of shares of stock present, in person or by proxy, and entitled to vote. The voting results were as follows: |
For |
| Against |
| Abstain |
| Broker Non-Votes |
6,312,420 |
| 100,521 |
| 3,767 |
| 1,145,356 |
3. | The stockholders ratified the appointment of WithumSmith+Brown, PC as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026, which required the affirmative vote of the majority of shares of stock present, in person or by proxy, and entitled to vote. The voting results were as follows: |
For |
| Against |
| Abstain |
| Broker Non-Votes |
7,473,420 |
| 3,738 |
| 84,906 |
| N/A |
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit |
| Description |
10.1 |
| Amendment to High Roller Technologies, Inc. 2024 Equity Incentive Plan |
104 |
| Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| HIGH ROLLER TECHNOLOGIES, INC. | |
|
| |
Dated: July 1, 2026 | By: | /s/ Adam Felman |
|
| Adam Felman |
|
| Chief Financial Officer |