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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): October 24, 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
1.02 Termination of a Material Definitive Agreement
In
a Current Report on Form 8-K filed on December 17, 2024, VIP Play, Inc., a Nevada corporation (the “Company,” “us,”
“we” or “our”) disclosed that on December 10, 2024, the Company entered into a Casino and Sportsbook
Online Operations Agreement dated as of December 9, 2024 (the “Agreement”) with Wheeling Island Gaming, Inc., a Delaware
corporation, that is the duly licensed owner and operator of the casino commonly referred to as Wheeling Island Hotel Casino Racetrack
located near Wheeling, West Virginia (“Operator”).
Pursuant
to the terms and conditions of the Agreement, Operator granted us the right to seek and obtain licenses from the appropriate governing
authority to offer and operate interactive online gaming services, including online poker games, online casino games and online sports
wagering (the “Services”) in West Virginia via the Internet, mobile or other remote or electronic device or data network.
The initial term of the Agreement is for ten years from the date on which our online gaming services are approved for users to play in
accordance with West Virginia gaming laws. The Agreement required us to pay the Operator a non-refundable fee in two equal installments
within a certain time frame after the date of signing. The Agreement also requires us to pay Operator a percentage of our annual net
gaming revenue from the Services, minus a minimum annual revenue guarantee payment to be paid in equal quarterly installments.
The
legal effectiveness of the Agreement is subject to the West Virginia Lottery Commission first approving the Agreement, which it has not
done. A representative of the Commission informed us that a key term of the Agreement would need to be revised before the Commission
would approve the Agreement. Despite our efforts, the parties were unable to agree upon an amendment to the Agreement.
On
October 24, 2025, we received a notice of termination from Operator based on our failure to meet the Go-Live Date (as defined in the
Agreement). In connection with the termination, Operator is demanding we pay them an early termination penalty in the amount of $4,500,000.
It
is our opinion that Operator is not entitled to the early termination penalty for several reasons, including, but not limited to, the
conditions for enforceability of the Agreement were not met, a lack of the meeting of the minds on material terms, ineffectiveness for
lack of regulatory approval, Operator’s breach of the implied covenant of good faith and fair dealing and the absence of applicable
remedies and penalties under the basis of termination that we consider applicable here.
The
full text of the Agreement is attached hereto as Exhibit 10.1 hereto and is incorporated by reference herein. You are urged to
read said exhibit attached hereto in its entirety.
Item
9.01 Financial Statements and Exhibits
| Exhibit
No. |
|
Description |
| 10.1* |
|
Casino
and Sportsbook Online Operations Agreement dated as of December 9, 2024 by and between VIP Play, Inc. and Wheeling Island Gaming,
Inc. (incorporated by reference to Exhibit 10.1 to VIP Play, Inc. Current Report on Form 8-K filed on December 17, 2024) |
| 104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document) |
*Certain
portions of this exhibit have been omitted pursuant to Regulation S-K Item 601(b)(10)(iv).
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:
October 30, 2025 |
VIP
PLAY, INC. |
| |
|
|
| |
By: |
/s/
Les Ottolenghi |
| |
|
Les
Ottolenghi, CEO |
