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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): August 23, 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
8.01. Other Events.
During
the weekend of August 23, 2025, VIP Play, Inc. encountered a software defect (the “Defect”) impacting its internal information
technology (“IT) infrastructure and applications. Upon detecting the Defect, the company promptly took steps to contain and remediate
the Defect and initiated an investigation. The Defect has now been addressed and corrected. Based on the company’s investigation
findings to date, the Defect resulted in unauthorized player withdrawals that were processed by the company’s payment processor
in the amount of approximately $200,000. The company has notified applicable regulators as required and is in the process of recouping
these funds from the implicated individuals in accordance with applicable law. As of the date of this filing, the company has recouped
approximately $27,000 of these unauthorized funds and expects to recoup the majority of the remaining balance over the coming months.
The company does not believe that the Defect will have a material impact on its results for the first quarter of fiscal year 2026.
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:
September 29, 2025 |
VIP PLAY, INC. |
| |
|
|
| |
By: |
/s/
Les Ottolenghi |
| |
|
Les
Ottolenghi, CEO |
