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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): February 13, 2026
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
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 April 2, 2025, VIP Play, Inc., a Nevada corporation (the “Company,” “we”
or “our”) disclosed that on March 31, 2025 the Company entered into a First Amended and Restated Discretionary Convertible
Revolving Line Of Credit Demand Note with Excel Family Partners, LLLP, a Florida limited liability limited partnership (“Excel”)
in the principal amount of not more than $14,000,000 (the “Note”). Excel is controlled by Mr. Bruce Cassidy, our Secretary
and sole member of our board of directors. The Note does not constitute a committed line of credit. Loans under the Note are made by
Excel in its sole and absolute discretion. Upon repayment of any amount of principal or interest under the Note, we may not reborrow
under the Note.
The
aggregate outstanding principal balance of all loans under the Note as of the date we entered into the Note was $12,097,000. We borrowed
an additional aggregate amount of $1,500,000 in six separate draws under the Note from January 9, 2026 through February 13, 2026. As
of February 19, 2026, the aggregate outstanding principal balance of all loans under the Note is $23,286,313.
All
loans made under the Note accrue interest at a fixed rate per annum equal to 12.0% (the “Fixed Rate”). The outstanding
principal and accrued and unpaid interest under the Note are due and payable upon demand. We have the right to prepay the Note, in whole
or in part, at any time; provided, however, we must: (i) provide Excel prior written notice of our intention to make such prepayment;
and (ii) pay to Excel all interest accrued on the outstanding principal balance of the Note to the date of such prepayment.
If
we: (i) fail to comply with any provision under the Note, including, but not limited to, failing to immediately pay all amounts due to
Excel after demand thereof is made; or (ii) become subject to certain bankruptcy or insolvency events, at the option of Excel, the unpaid
principal amount of the Note, accrued interest thereon, any fees or any other sums payable thereunder will thereafter until paid in full
bear interest at a rate per annum equal to the Fixed Rate plus 2.00%.
Excel
may, at its sole option, upon written notice, convert all or any portion of the indebtedness incurred under the Note (“Debt”)
into fully paid and non-assessable common stock shares (“Shares”) at a conversion price in an amount equal to the product
of the Lowest Recent Price multiplied by 80%. The Lowest Recent Price is the lowest price per Share that we have sold one or more Shares
to an investor or lender within the 12-month period prior to an applicable date of conversion; provided, however, that if no Shares were
sold within such 12-month period, the Lowest Recent Price will be $0.50 per Share.
In
case of a stock split, a stock combination, or a reverse stock split of the Shares, the number of Shares into which any Debt may be converted
and the conversion price shall be proportionately adjusted in the manner determined by the Board acting in good faith. Furthermore, in
connection with any reclassification, capital reorganization, or other change of outstanding Shares, or in case of any consolidation
or merger of the Company with or into another entity, Excel shall have the right thereafter, by converting the Debt, to receive upon
such conversion the kind and number of shares of stock or other securities or property (including cash) receivable upon such reclassification,
capital reorganization, or other change, consolidation or merger by a holder of the number of Shares that could have been received upon
conversion of the Debt immediately prior to such reclassification, capital reorganization, or other change, consolidation or merger.
The
full text of the Note is attached as Exhibit 10.1 hereto and is incorporated by reference herein. You are urged to read said exhibit
attached hereto in its entirety.
| Item
5.02 |
Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On
February 13, 2026, our board of directors awarded stock options under our stock option plan titled “2023 Stock Plan, as amended
and restated effective October 3, 2025” (the “2023 Plan”) to purchase an aggregate of 1,500,000 shares of our common
stock to Mr. John Dermody, our VP of Operations (“Dermody”). The stock options consist of 1,081,080 incentive stock
options and 418,920 nonstatutory stock options (together, the “Options”). The Options vest in accordance with Section
10 of the 2023 Plan, pursuant to which, one quarter (1/4) of the total number of shares subject to the Options will vest on the first
anniversary of the vesting commencement date of February 13, 2026, and 1/48th of the total number of shares subject to the Options shall
vest on the last day of each month thereafter for the following thirty-six (36) months; provided all vesting is subject to Dermody having
provided continuous service to the Company through each such vesting date.
The
foregoing summary of the Options is qualified in its entirety by reference to the full text of the 2023 Plan, the Form of Stock Option
Award Agreement and the Form of Notice of Stock Option Grant which are included herein as Exhibits 10.2, 10.3 and 10.4, respectively,
and are 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 |
| 10.1 |
|
First Amended and Restated Discretionary Convertible Revolving Line Of Credit Demand Note dated as of March 31, 2025 made by VIP Play, Inc. (incorporated by reference to Exhibit 10.1 to VIP Play, Inc. Current Report on Form 8-K filed on April 2, 2025) |
| 10.2 |
|
VIP Play, Inc. 2023 Stock Plan, as Amended and Restated effective October 3, 2025 (incorporated by reference to Exhibit 10.1 to VIP Play, Inc. Current Report on Form 8-K filed on October 7, 2025) |
| 10.3 |
|
VIP Play, Inc. Form of Stock Option Award Agreement |
| 10.4 |
|
VIP Play, Inc. Form of Notice of Stock Option Grant |
| 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:
February 19, 2026 |
VIP
PLAY, INC. |
| |
|
|
| |
By: |
/s/
Les Ottolenghi |
| |
|
Les
Ottolenghi, CEO |
