Insider-controlled lender holds $17.9M VIP Play (VIPZ) demand credit

Rhea-AI Filing Summary

VIP Play, Inc. describes updated borrowing activity and key terms of its First Amended and Restated Discretionary Convertible Revolving Line of Credit Demand Note with Excel Family Partners, LLLP, a lender controlled by its Secretary and sole director Bruce Cassidy. The note allows borrowings up to a principal amount of not more than $14,000,000 and carries a fixed annual interest rate of 12.0%, with all principal and interest due on demand.

The company reports that the aggregate outstanding principal balance under the note was $12,097,000 when it was entered into, and that it drew an additional $630,000 between August 27, 2025 and September 10, 2025, resulting in an aggregate outstanding principal balance of $17,920,665 as of September 12, 2025. Excel may convert any portion of this 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 such sales occurred.

Insights

Credit and capital structure analyst

VIP Play relies on a demand, insider-held, 12% convertible credit line with significant outstanding principal.

VIP Play has a discretionary, uncommitted revolving demand note with Excel Family Partners, LLLP, controlled by its Secretary and sole director Bruce Cassidy. The principal cap is stated as not more than $14,000,000, yet the aggregate outstanding principal is disclosed as $17,920,665 as of September 12, 2025, after additional draws of $630,000 from August 27, 2025 through September 10, 2025. All amounts bear a fixed interest rate of 12.0% and are payable on demand, giving the lender substantial flexibility.

The note is discretionary, meaning Excel is not obligated to fund future requests, and amounts repaid cannot be reborrowed. In a default or insolvency scenario, interest steps up to the 12.0% fixed rate plus 2.00%. Excel may convert any portion of the indebtedness into common stock at a conversion price equal to 80% of the Lowest Recent Price or, if no qualifying sales occurred in the prior 12 months, $0.50 per share. This structure permits debt to be exchanged for equity at a discount to recent issuance prices, and includes customary anti-dilution and reorganization adjustment provisions tied to stock splits, combinations, and mergers.

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, and exhibit attachments filed with this report.

Understanding 8-K Material Events →

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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): September 10, 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 $630,000 in three separate draws under the Note from August 27, 2025 through September 10, 2025. As of September 12, 2025, the aggregate outstanding principal balance of all loans under the Note is $17,920,665.

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.

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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)

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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 15, 2025	VIP PLAY, INC.
	By:	/s/ Les Ottolenghi
		Les Ottolenghi, CEO

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FAQ

What transaction does VIP Play (VIPZ) describe in this 8-K?

The company discusses its First Amended and Restated Discretionary Convertible Revolving Line of Credit Demand Note with Excel Family Partners, LLLP, including current borrowings, interest rate, and conversion terms.

How much principal is outstanding under VIP Plays credit note with Excel?

VIP Play reports an aggregate outstanding principal balance of $17,920,665 under the note as of September 12, 2025, after borrowing an additional $630,000 between August 27, 2025 and September 10, 2025.

What are the interest rate and payment terms on VIP Plays Excel credit note?

Loans under the note accrue interest at a fixed rate of 12.0% per year. All outstanding principal and accrued, unpaid interest are due and payable on demand, and VIP Play may prepay with prior written notice while paying all accrued interest to the prepayment date.

Who controls Excel Family Partners, VIP Plays lender on this note?

Excel Family Partners, LLLP is controlled by Bruce Cassidy, who serves as VIP Plays Secretary and is the sole member of its board of directors.

How is the conversion price determined if Excel converts VIP Plays debt to stock?

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 sold in the prior 12 months, or $0.50 per share if no such sales occurred.

Is the Excel credit line a committed facility for VIP Play?

No. The note explicitly states it does not constitute a committed line of credit. Loans are made at Excels sole and absolute discretion, and amounts repaid cannot be reborrowed.

What happens to VIP Plays note terms in case of default or bankruptcy events?

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