VIP Play details insider convertible credit line usage

VIP Play, Inc. details activity under a discretionary convertible revolving line of credit demand note with Excel Family Partners, controlled by its secretary and sole director Bruce Cassidy.

Rhea-AI Filing Summary

VIP Play, Inc. details activity under a discretionary convertible revolving line of credit demand note with Excel Family Partners, controlled by its secretary and sole director Bruce Cassidy. The note has a stated principal amount of up to $14,000,000.

At the time the amended note was entered into, the outstanding principal balance was $12,097,000. VIP Play then borrowed an additional $1,170,000 in five draws between April 27, 2026 and June 17, 2026, and states that total outstanding principal under the note is $25,670,626 as of June 22, 2026.

Loans bear interest at a fixed annual rate of 12.0%, with all principal and interest due on demand. Upon default or certain insolvency events, the rate increases by 2 percentage points. Excel may convert any portion of the debt into common shares at 80% of the “Lowest Recent Price,” with a default reference price of $0.50 per share if no sales occurred in the prior 12 months.

Insights

Credit & capital structure analyst

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

VIP Play, Inc. is funding operations through a discretionary line of credit from Excel Family Partners, controlled by its secretary and sole director. The debt carries a fixed 12.0% annual rate, rising by 2 percentage points after default or specified insolvency events.

The filing highlights additional borrowing that brings stated principal outstanding to $25,670,626 as of June 22, 2026. Because repayment is on demand, this structure concentrates liquidity and refinancing risk with a single related-party lender.

Excel may convert debt into equity at 80% of the “Lowest Recent Price,” using prior 12‑month share sale prices or $0.50 per share if none exist. This creates potential future dilution for existing shareholders if significant amounts of debt are converted.

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.

Key Figures

Note stated principal amount: $14,000,000 Outstanding principal at note entry: $12,097,000 Additional draws: $1,170,000 +5 more

8 metrics

Note stated principal amount $14,000,000 Principal amount of First Amended and Restated Note

Outstanding principal at note entry $12,097,000 Aggregate outstanding principal when entering amended note

Additional draws $1,170,000 Five draws from April 27, 2026 through June 17, 2026

Outstanding principal as of June 22, 2026 $25,670,626 Aggregate principal under the Excel note

Base interest rate 12.0% per annum Fixed rate on loans under the note

Default interest premium 2.00% per annum Increment above fixed rate after default or insolvency events

Conversion discount 80% of Lowest Recent Price Debt-to-equity conversion price formula

Fallback share price $0.50 per share Lowest Recent Price if no sales in prior 12 months

Key Terms

Discretionary Convertible Revolving Line Of Credit Demand Note, Emerging growth company, Lowest Recent Price, principal amount, +1 more

5 terms

Discretionary Convertible Revolving Line Of Credit Demand Note financial

"entered into a First Amended and Restated Discretionary Convertible Revolving Line Of Credit Demand Note with Excel Family Partners"

Emerging growth company regulatory

"Emerging growth company"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

Lowest Recent Price financial

"at a conversion price in an amount equal to the product of the Lowest Recent Price multiplied by 80%"

principal amount financial

"in the principal amount of not more than $14,000,000 (the “Note”)"

The principal amount is the original sum of money that is borrowed, lent, or invested before any interest, fees, or returns are added. It matters to investors because interest charges, scheduled repayments, and total return are calculated from that base amount — think of it as the price tag on which future costs or gains are built. Knowing the principal helps you compare deals and predict cash flows and risk.

accrued and unpaid interest financial

"The outstanding principal and accrued and unpaid interest under the Note are due and payable upon demand"

Accrued and unpaid interest is the interest that has built up on a loan or debt but hasn't been paid yet. It's like owing your friend money for a favor over time—you're expected to pay it later, even though you haven't paid it yet. This matters because it shows how much you owe beyond the original amount borrowed.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

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

VIP Play describes a First Amended and Restated Discretionary Convertible Revolving Line Of Credit Demand Note with Excel Family Partners. It is an on-demand facility that allows Excel to decide whether to lend and carries a fixed annual interest rate of 12.0%.

How much debt is outstanding under VIP Play’s Excel credit note?

The filing states that aggregate outstanding principal under the Excel note was $25,670,626 as of June 22, 2026. This reflects an initial balance of $12,097,000 plus additional draws of $1,170,000 between April 27, 2026 and June 17, 2026.

What interest rate does VIP Play (VIPZ) pay on the Excel note?

Loans under the note bear a fixed annual interest rate of 12.0%. If VIP Play defaults on the note or experiences specified bankruptcy or insolvency events, the unpaid principal and related amounts accrue interest at the fixed rate plus 2.00% until paid in full.

Can Excel Family Partners convert VIP Play’s debt into stock?

Yes. Excel may convert all or part of the debt into fully paid common shares at a price equal to 80% of the “Lowest Recent Price” over the prior 12 months, or $0.50 per share if no such sales occurred, subject to standard adjustment provisions.

Is VIP Play’s line of credit with Excel a committed facility?

No. The filing states that the note does not constitute a committed line of credit. Loans are made at Excel’s sole and absolute discretion, and once principal or interest is repaid, VIP Play may not reborrow those amounts under the note.

When is VIP Play’s Excel note due and can it be prepaid?

All outstanding principal and accrued interest are due and payable upon demand. VIP Play may prepay the note at any time, in whole or in part, if it gives Excel prior written notice and pays all interest accrued on the outstanding principal through the prepayment date.

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

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Accepted by SEC EDGAR 06/22/2026 - 05:19 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): June 17, 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 $1,170,000 in five separate draws under the Note from April 27, 2026 through June 17, 2026. As of June 22, 2026, the aggregate outstanding principal balance of all loans under the Note is $25,670,626.

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: June 22, 2026	VIP PLAY, INC.
	By:	/s/ Les Ottolenghi
		Les Ottolenghi, CEO

4

Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 XBRL SCHEMA FILE 2.9 KB
• EX-101 XBRL LABEL FILE 33.4 KB
• EX-101 XBRL PRESENTATION FILE 21.8 KB