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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): November 19, 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 5.02 | Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers. |
On
November 19, 2025, the board of directors (the “Board”) of VIP Play, Inc., a Nevada corporation (the “Company,”
“us,” “we” or “our”), consisting of Bruce Cassidy as the sole director, approved an
increase in the number of directors on the Board from one (1) to two (2), effective immediately. Holders of our outstanding Series B
Convertible Preferred Stock (the “Series B Holder”) are entitled to elect a majority of the then-seated or to-be-seated
directors on the Board.
As
a result of the increase in the number of directors on the Board, on November 19, 2025, the Series B Holder approved the election of
Mr. Les Ottolenghi as a director of the Company (the “Series B Director”), effective immediately. Mr. Ottolenghi,
as the Series B Director, will serve at the pleasure of the Series B Holder or until his earlier resignation or removal pursuant to our
Amended and Restated Articles of Incorporation or Bylaws. In connection with his election to the Board, Mr. Ottolenghi was not assigned
to any committee because the Board does not have any committees. Any functions typically performed by a designated committee of the Board
will be performed by both directors.
Mr.
Ottolenghi, age 63, has served as our Chief Executive Officer, Principal Executive Officer and President since June 2, 2025. The year
prior to joining us, Mr. Ottolenghi served as the Chief Transformation Officer and Commercial Officer of Lee Enterprises, Incorporated.
From June 2021 to April 2024, he served as Executive Vice President and Chief Information and Technology officer for Stride Inc., leading
the education company’s digital transformation, artificial intelligence and digital products initiatives. Immediately prior to
that, he served as Executive Vice President and Global Chief Information Officer for Caesars Entertainment Corp. He also previously served
as Global Chief Information Officer for Las Vegas Sands Corp. and Chief Information Officer for Carlson Wagonlit Travel, Inc. Mr. Ottolenghi
has been recognized as Chief Information Officer of the year by CIO Magazine, Gartner Group and Computerworld. Also, he co-founded the
world’s largest public technology innovation center, BlackFire, in Las Vegas. He received a Bachelor of Arts degree from Duke Trinity
College in 1984, and a Master of Business Administration degree from Emory University Goizeuta School of Business in 1994.
Item
9.01 Financial Statements and Exhibits
| Exhibit
No. |
|
Description |
| |
|
|
| 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:
November 21, 2025 |
VIP PLAY, INC. |
| |
|
|
| |
By: |
/s/ Les Ottolenghi |
| |
|
Les
Ottolenghi, CEO |
