VIP Play details 12% insider convertible credit line usage

VIP Play, Inc. describes its use of a discretionary convertible revolving line of credit with Excel Family Partners, a partnership controlled by its secretary and sole director, Bruce Cassidy.

Rhea-AI Filing Summary

VIP Play, Inc. describes its use of a discretionary convertible revolving line of credit with Excel Family Partners, a partnership controlled by its secretary and sole director, Bruce Cassidy. The note allows borrowing up to $14,000,000 at a fixed 12.0% annual interest rate, payable on demand, with Excel deciding whether to fund any loans.

As of March 31, 2025, outstanding principal under the note was $12,097,000, and the company drew an additional $1,121,000 between December 12, 2025 and January 2, 2026. As of January 5, 2026, total outstanding principal is $21,786,313. Excel may elect to convert any or all of this debt into common shares at 80% of the “Lowest Recent Price,” defined as the lowest share sale price in the prior 12 months or $0.50 per share if no sales occurred. A default triggers an interest rate increase to 2.0 percentage points above the fixed rate.

Insights

Credit & Capital Structure Analyst

VIP Play relies on high-cost, insider convertible debt with demand repayment.

VIP Play uses a discretionary revolving note with Excel Family Partners, controlled by its secretary and sole director. The facility carries a fixed interest rate of 12.0% per year and is repayable on demand, meaning Excel can require repayment of principal and interest at any time. The note is not a committed line, so Excel is not obligated to provide future funding.

Outstanding principal under the note was $12,097,000 as of the date the amended note was entered and rose to $21,786,313 by January 5, 2026. This reflects significant borrowing over time from a single related-party lender. In a default or specified insolvency events, the interest rate increases by 2 percentage points above the fixed rate, raising the cost of this debt.

The debt is convertible at Excel’s option into common shares at a price equal to 80% of the “Lowest Recent Price,” using either the lowest share sale price in the prior 12 months or $0.50 per share if no sales occurred. This structure permits conversion at a discount to recent share sale levels, so the eventual impact on existing shareholders depends on Excel’s conversion decisions and future share prices.

8-K Event Classification

Item 9.01 — Financial Statements and Exhibits

1 item

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

FAQ

What financing arrangement does VIP Play, Inc. (VIPZ) describe in this 8-K?

VIP Play, Inc. describes a First Amended and Restated Discretionary Convertible Revolving Line Of Credit Demand Note with Excel Family Partners, allowing borrowing up to $14,000,000 on a discretionary basis.

How much debt is currently outstanding under VIP Play, Inc.'s note with Excel Family Partners?

As of January 5, 2026, VIP Play, Inc. reports that the aggregate outstanding principal balance of all loans under the note with Excel Family Partners is $21,786,313.

What interest rate applies to VIP Play, Inc.'s convertible line of credit?

All loans under the note accrue interest at a fixed rate of 12.0% per year, with an increased rate equal to the fixed rate plus 2.00% per year after certain defaults or insolvency events at Excel’s option.

Who controls Excel Family Partners in VIP Play, Inc.'s financing arrangement?

Excel Family Partners is controlled by Bruce Cassidy, who is VIP Play, Inc.’s Secretary and the sole member of its board of directors.

What are the conversion terms for Excel Family Partners under VIP Play, Inc.'s note?

Excel may convert all or any portion of the debt into common stock at a price equal to 80% of the "Lowest Recent Price," defined as the lowest price per share sold in the prior 12 months or $0.50 per share if no shares were sold.

Can VIP Play, Inc. prepay the note with Excel Family Partners?

VIP Play, Inc. may prepay the note in whole or in part at any time by giving prior written notice to Excel and paying all interest accrued on the outstanding principal to the prepayment date.

How does a default affect VIP Play, Inc.'s obligations under the Excel Family Partners note?

If VIP Play, Inc. fails to comply with the note or experiences certain bankruptcy or insolvency events, Excel may elect to have unpaid principal, accrued interest, fees, and other sums bear interest at the fixed rate plus 2.00% per year until paid in full.

AI-generated analysis. How Rhea-AI works. Not financial advice.

Understanding 8-K Material Events →

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

Accepted by SEC EDGAR 01/05/2026 - 01:43 PM Learn about SEC filing dates

false 0001832161 0001832161 2025-12-31 2025-12-31 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): December 31, 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 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 $1,121,000 in five separate draws under the Note from December 12, 2025 through January 2, 2026. As of January 5, 2026, the aggregate outstanding principal balance of all loans under the Note is $21,786,313.

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.

2

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)
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

3

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: January 5, 2026	VIP PLAY, INC.
	By:	/s/ Les Ottolenghi
		Les Ottolenghi, CEO

4