false
0001832161
0001832161
2025-09-08
2025-09-08
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF
THE
SECURITIES EXCHANGE ACT OF 1934
Date
of Report (Date of earliest event reported): September 8, 2025
VIP
Play, Inc.
(Exact
name of registrant as specified in its charter)
| Nevada |
|
000-56290 |
|
85-0738656 |
(State
or other jurisdiction
of
incorporation) |
|
(Commission
File
Number) |
|
(I.R.S.
Employer
Identification
No.) |
| 8400
W. Sunset Rd., Suite 300, Las Vegas, Nevada |
|
89113 |
| (Address
of principal executive offices) |
|
(Zip
Code) |
Registrant’s
telephone number, including area code: (866) 783-9435
n/a
(Former
name or former address, if changed since last report)
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 (17CFR 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: None.
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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
1.01 |
Entry
into a Material Definitive Agreement. |
The
disclosures set forth in Item 2.03 are incorporated by reference into this Item 1.01.
| Item
2.03 |
Creation
of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
In
a Current Report on Form 8-K filed on August 29, 2023, VIP Play, Inc., a Nevada corporation (the “Company,” “we”
or “us”) disclosed that on: (i) August 23, 2023, we entered into a Convertible Note Purchase Agreement (the “Purchase
Agreement”) and a Convertible Promissory Note with Rick Hackel (“Hackel”) in the principal amount of $200,000
(the “Hackel Note”); and (ii) August 28, 2023, we entered into a Purchase Agreement and a Convertible Promissory Note
with Dennis Colletti (“Colletti”) in the principal amount of $500,000 (the “Colletti Note”). On
September 1, 2023, we entered into one additional Purchase Agreement and Convertible Promissory Note with The Access Fund I, LP, a Delaware
limited partnership (“Access,” and together with Hackel and Colletti, the “Investors”) in the principal
amount of $150,000 (the “Access Note,” and together with the Hackel Note and the Colletti Note, the “Notes”).
The
outstanding principal under the Notes, which accrue interest at a rate equal to twelve percent (12%) per annum, is due and payable in
a single balloon payment by us on the date that is one year following the date of issuance of each of the Notes (the “Original
Maturity Date”). On September 19, 2024, the Investors and the Company entered into a First Amendment to Convertible Note Purchase
Agreement dated July 25, 2024 (the “First Amendment”) for the purpose of extending the Original Maturity Date of each
of the Notes for an additional one-year period. Pursuant to the First Amendment, the new maturity date (the “Amended Maturity
Date”) of: (i) the Hackel Note was August 23, 2025; (ii) the Colletti Note was August 28, 2025; and (iii) the Access Note was
September 1, 2025.
Each
of the Investors and the Company entered into a Second Amendment to Convertible Note Purchase Agreement dated September 8, 2025 (the
“Second Amendment”) for the purpose of extending the Amended Maturity Date of each of the Notes for an additional
time period, and revising the definition of “Conversion Price” in Section 6.1 of the Purchase Agreement. The Second Amendment
to the Hackel Note is effective August 23, 2025. The Second Amendment to the Colletti Note is effective August 28, 2025. The Second Amendment
to the Access Note is effective September 1, 2025.
Pursuant
to the Second Amendment: (1) the new maturity date of: (i) the Hackel Note and the Access Note is August 31, 2026; and (ii) the Colletti
Note is October 1, 2025; and (2) the term “Conversion Price” shall mean the lower of $0.60 or an amount equal to 80% of the
lowest price per share that the Company has sold shares of its common stock in the twelve-month period before the Maturity Date; provided,
however, that if no shares were sold during such twelve-month period, the Conversion Price shall be $0.60.
Furthermore,
the Second Amendment entered into by Colletti and Access contains a consent to Hackel loaning an additional $100,000 to us, which
Hackel did on September 9, 2025. Hackel’s additional $100,000 loan is evidenced by the same Form of Convertible Promissory Note used
for the Notes, with a maturity date of August 31, 2026. The full text of the Form of Convertible Promissory Note is attached hereto as
Exhibit 4.1. You are urged to read said exhibit in its entirety.
Except
as amended by the Second Amendment, all of the terms and conditions of the Purchase Agreement with each of the Investors remains in full
force and effect.
The
foregoing summary of the Second Amendment to Convertible Note Purchase Agreement is qualified in its entirety by reference to the full
text of the Second Amendment to Convertible Note Purchase Agreement for each of the Investors attached as Exhibits 10.1, 10.2 and 10.3
hereto and incorporated by reference herein. You are urged to read said exhibits attached hereto in their entirety.
Item
9.01 Financial Statements and Exhibits
| Exhibit
No. |
|
Description |
| 4.1 |
|
Form of Convertible Promissory Note of VIP Play, Inc. (incorporated by reference to Exhibit 4.1 to VIP Play, Inc. Current Report on Form 8-K filed on August 29, 2023) |
| 10.1 |
|
Second
Amendment to Convertible Note Purchase Agreement of VIP Play, Inc. with The Access Fund I, LP, dated September 8, 2025. |
| 10.2 |
|
Second Amendment to Convertible Note Purchase Agreement of VIP Play, Inc. with Dennis Colletti, dated September 8, 2025 |
| 10.3 |
|
Second
Amendment to Convertible Note Purchase Agreement of VIP Play, Inc. with Rick Hackel, dated September 8, 2025 |
| 104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
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.
| Date:
September 12, 2025 |
|
VIP
PLAY, INC. |
| |
|
|
| |
By: |
/s/
Les Ottolenghi |
| |
|
Les
Ottolenghi, CEO |
