VIP Play adds debt under insider credit line

Rhea-AI Filing Summary

VIP Play, Inc. describes additional borrowing activity under its First Amended and Restated Discretionary Convertible Revolving Line of Credit Demand Note with Excel Family Partners, a related party controlled by the company’s secretary and sole director, Bruce Cassidy. The note allows Excel, at its discretion, to lend up to $14,000,000, and is not a committed line of credit.

The company reports that the aggregate outstanding principal was $12,097,000 when the amended note was entered into, and that it borrowed an additional $926,000 in three draws from September 19, 2025 through October 1, 2025. As of October 3, 2025, total principal outstanding under the note is $18,846,665. The loans bear a fixed annual interest rate of 12.0%, are payable on demand, and may be prepaid with prior written notice and full payment of accrued interest.

Excel may convert all or part of the debt into common shares at a price equal to 80% of the “Lowest Recent Price,” defined as the lowest price per share at which the company sold shares in the prior 12 months, with a default of $0.50 per share if no sales occurred in that period. The note also includes adjustments for stock splits and similar corporate changes, and default interest increases the rate by 2 percentage points.

Insights

Credit and capital structure analyst

VIP Play increases high-interest, related-party convertible debt, adding balance-sheet and potential dilution considerations.

VIP Play, Inc. has expanded its use of a discretionary line of credit with Excel Family Partners, a related party controlled by its secretary and sole director. Principal outstanding rose from $12,097,000 at the time of the amended note to $18,846,665 as of October 3, 2025, following additional draws totaling $926,000. This funding bears a relatively high fixed interest rate of 12.0% per year and is payable on demand, which concentrates financing risk with a single insider-controlled lender.

The debt is also convertible at Excel’s option into common stock at a 20% discount to the “Lowest Recent Price,” with a floor of $0.50 per share if there were no share sales in the prior 12 months. This structure links future equity issuance directly to financing, and corporate actions like stock splits or mergers trigger adjustment mechanisms so Excel can receive equivalent value. Actual effects on shareholders will depend on future draw levels, any exercise of conversion rights, and the company’s ability to manage or refinance this obligation.

8-K Event Classification

2 items: 2.03, 9.01

2 items

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial

The company incurred a new significant debt or off-balance-sheet obligation.

Item 9.01 Financial Statements and Exhibits Exhibits

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

FAQ

What did VIP Play, Inc. (VIPZ) disclose about its credit line with Excel Family Partners?

VIP Play, Inc. disclosed activity under a First Amended and Restated Discretionary Convertible Revolving Line of Credit Demand Note with Excel Family Partners, allowing Excel, in its sole discretion, to lend up to $14,000,000 and to convert debt into common shares at a discount to the company’s Lowest Recent Price.

How much debt does VIP Play, Inc. (VIPZ) have outstanding under the Excel note?

VIP Play, Inc. reports that as of October 3, 2025, the aggregate outstanding principal balance of all loans under the Excel note is $18,846,665, up from $12,097,000 when the amended note was entered into.

What are the interest rate and payment terms on VIP Play, Inc.’s Excel credit note?

All loans made under the Excel note accrue interest at a fixed annual rate of 12.0%, with outstanding principal and accrued, unpaid interest due and payable on demand. The company may prepay at any time with prior written notice and full payment of accrued interest, and default raises the rate by an additional 2.00% per year.

How can Excel Family Partners convert VIP Play, Inc. (VIPZ) debt into equity?

Excel may, at its sole option and upon written notice, convert all or any portion of the indebtedness into fully paid, non-assessable common shares at a price equal to 80% of the “Lowest Recent Price,” defined as the lowest price per share at which VIP Play sold shares in the prior 12 months, or $0.50 per share if no sales occurred in that period.

Is the credit line from Excel to VIP Play, Inc. a committed facility?

No. The company states that the note does not constitute a committed line of credit. Loans under the note are made by Excel in its sole and absolute discretion, and once principal or interest is repaid, those amounts may not be reborrowed.

What happens to VIP Play, Inc.’s obligations under the note in case of default or insolvency events?

If VIP Play, Inc. fails to comply with provisions under the note or becomes subject to specified bankruptcy or insolvency events, Excel may elect that the unpaid principal, accrued interest, fees, and other sums bear interest at the 12.0% fixed rate plus an additional 2.00% per year until paid in full.

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Accepted by SEC EDGAR 10/03/2025 - 12:09 PM Learn about SEC filing dates

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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 1, 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 $926,000 in three separate draws under the Note from September 19, 2025 through October 1, 2025. As of October 3, 2025, the aggregate outstanding principal balance of all loans under the Note is $18,846,665.

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 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)

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 3, 2025	VIP PLAY, INC.
	By:	/s/ Les Ottolenghi
		Les Ottolenghi, CEO