VIP PLAY INC SEC Filings

VIP Play, Inc. obtained written consent from holders of about 66% of its voting power in lieu of an annual meeting to approve three key actions. Stockholders elected Bruce Cassidy as the common-share director and confirmed Les Ottolenghi as the Series B director, creating a two‑member board fully composed of non‑independent insiders. They also ratified Frank, Rimerman + Co., LLP as auditor for the year ending June 30, 2026, replacing Grassi & Co., whose prior reports included a going concern emphasis and cited material weaknesses in internal controls that remain unremediated.

The consent further amended the 2023 Stock Plan to add restricted stock units and increased the shares available under the plan from 5,960,000 to 18,250,000, significantly expanding potential equity-based compensation. As of the record date, 73,457,857 common shares and 11,693 Series B preferred shares were outstanding, and Bruce Cassidy beneficially controlled a large majority of the voting power through direct and indirect holdings.

VIP Play, Inc. filed a current report announcing that management is furnishing an investor presentation for use in meetings with current and potential investors. The presentation discusses the company’s plans, growth initiatives, outlook, and forecasts for future performance and industry development.

The company states that the materials are summary information and should be considered together with its other SEC filings and public announcements. The information provided, including Exhibit 99.1, is being furnished rather than filed, is not automatically incorporated by reference into other securities filings, and includes forward-looking statements with related risks described on page 2 of the presentation.

VIP Play, Inc. reported a governance change as its board of directors expanded from one to two members, effective November 19, 2025. The company’s outstanding Series B Convertible Preferred Stock holders are entitled to elect a majority of the seated or to-be-seated directors, and used this right to elect CEO Les Ottolenghi as a director.

Ottolenghi, age 63, has served as Chief Executive Officer, Principal Executive Officer and President since June 2, 2025, and now also joins the board. He previously held senior technology and transformation roles at Lee Enterprises, Stride Inc., Caesars Entertainment Corp., Las Vegas Sands Corp., and Carlson Wagonlit Travel, and has been recognized as Chief Information Officer of the year by several industry groups. The board currently has no committees, so any typical committee functions will be carried out jointly by both directors.

VIP Play, Inc. reported first‑quarter fiscal 2026 results. The company posted a net loss of $3.452 million (loss per share $0.05) on gaming revenues of $5 thousand, as operating expenses reached $2.681 million and net gaming loss totaled $186 thousand.

The balance sheet shows total assets of $3.779 million against total liabilities of $38.201 million, resulting in a stockholders’ deficit of $34.422 million. Cash was $311 thousand with an additional $187 thousand reserved for users. A related‑party line of credit stood at $22.486 million and the derivative liability was $11.148 million. The filing includes a going concern note citing “substantial doubt.”

Operating cash outflow was $2.471 million, partly offset by financing inflows of $2.735 million (including $2.900 million from the related‑party line and $100 thousand from a new convertible note). The company disclosed an August software defect leading to approximately $200 thousand in unauthorized withdrawals; $30 thousand has been recovered to date. Shares outstanding were 73,457,857 as of November 14, 2025.

VIP Play, Inc. reported the termination of a key online gaming agreement and a related penalty demand. On October 24, 2025, Wheeling Island Gaming sent a notice terminating the Casino and Sportsbook Online Operations Agreement after VIP Play did not meet the Go-Live Date. The Operator is demanding an early termination penalty of $4,500,000.

The agreement had envisioned a ten-year term starting when VIP Play’s services were approved under West Virginia law and required regulatory approval from the West Virginia Lottery Commission, which was not obtained. VIP Play states it disputes the Operator’s entitlement to the penalty, citing lack of regulatory approval and other contract formation and enforcement concerns.

VIP Play, Inc. filed an 8-K detailing its First Amended and Restated Discretionary Convertible Revolving Line of Credit Demand Note with Excel Family Partners, LLLP, a related party controlled by Bruce Cassidy, the Company’s Secretary and sole director. The note allows borrowings at 12.0% interest, is payable on demand, and is uncommitted with loans made at Excel’s sole discretion. The Company cannot reborrow amounts once repaid and must give prior written notice to prepay, including all accrued interest.

The Company reported an aggregate outstanding principal balance of $12,097,000 as of the date it entered into the note, additional draws of $810,378 from October 10–24, 2025, and an aggregate outstanding principal balance of $19,657,043 as of October 24, 2025. Upon default or certain insolvency events, the interest rate increases to the Fixed Rate plus 2.00%. Excel may convert indebtedness into common shares at a price equal to 80% of the “Lowest Recent Price” over the prior 12 months, or $0.50 per share if no sales occurred in that period. Standard anti-dilution and reorganization adjustments apply.

VIP Play, Inc. filed an Item 9.01 Form 8-K reporting corporate equity actions. The company amended and restated its 2023 Stock Plan, effective October 3, 2025, and attached two Restricted Stock Unit (RSU) Agreements for Les Ottolenghi and John Dermody. The filing includes an interactive XBRL cover page exhibit and is signed by Les Ottolenghi, CEO on October 7, 2025.

The filing lists exhibit identifiers for the amended plan and the two RSU agreements but does not disclose award sizes, shares reserved, exercise prices, vesting schedules, or other economic terms. No financial statements or earnings data are included in the disclosed text.

VIP Play, Inc. (VIPZ) reported a loss and liquidity strain in its Form 10-K. For the year ended June 30, 2025 the company recorded a net loss of $18,881,931, negative cash flows from operations of $10,430,726 and a working capital deficit of $31,919,904, conditions the company says raise substantial doubt about its ability to continue as a going concern for one year.

The company had $162,599 in cash and 73,457,857 shares outstanding. Significant financing activity included conversion of $10,366,653 of indebtedness into 25,916,632 shares, related-party lines of credit and convertible notes (multiple amendments with Excel Family Partners, LLLP and others) that include conversion options and warrants. Management disclosed related-party lending controlled by the CEO and large balances of convertible/convertible-line debt that affect liquidity and potential dilution.