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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 3, 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 5.02 |
Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
|
On
April 10, 2023, VIP Play, Inc’s. (the “Company,” “us,” “our”) board of
directors (the “Board”) approved a new stock option plan for our director’s officers, employees, advisors and
contractors (the “2023 Plan”). The 2023 Plan provided for stock grants and options to purchase shares of our common
stock to be awarded, at the discretion of the Board, to our director’s officers, employees, advisors and contractors (collectively,
“Participants”) as part of our wider approach to hire and retain the services of qualified individuals. The 2023 Plan
was subsequently approved by a majority of our stockholders.
On
October 3, 2025, the Board approved two amendments to the 2023 Plan (the “Amendments”): (1) an increase in the aggregate
number of shares of our authorized but unissued common stock that can be awarded under the plan from 5,960,000 shares to 18,250,000 shares
(the “Share Increase”); and (2) the ability to issue Participants a new type of award called Restricted Stock Units
(“RSUs”) that represent the right to receive shares of our common stock upon the satisfaction of vesting or other
specified conditions. The Share Increase is subject to approval of our stockholders within 12 months from the date of the Board’s
approval. The addition of the ability to issue RSUs under the 2023 Plan is not subject to the approval of our stockholders.
In
connection with approval of the Amendments, the Board awarded Mr. Les Ottolenghi, our Chief Executive Officer, Principal Executive Officer
and President, 7,284,464 RSUs and Mr. John Dermody, our VP of Operations, 500,000 RSUs (together, the “Officer Awards”).
The
Restricted Stock Unit Agreement for Mr. Ottolenghi’s RSUs contains the following vesting schedule and conditions: (1) a four-year
vesting schedule, whereby 1/16th of the 7,284,464 RSUs (i.e., 455,279 RSUs) will vest on the first day of each quarter, commencing on
January 1, 2026; (2) 455,279 RSUs will be deemed to have vested immediately; and (3) acceleration of all vesting upon (A) a Sale Event,
(B) a termination of Mr. Ottolenghi’s employment by us other than for Cause, death or Disability, or (C) Mr. Ottolenghi’s
resignation with Good Reason; provided that the definitions of “Sale Event,” “Cause,” “Disability,”
and “Good Reason” will use the meanings ascribed to such terms in Mr. Ottolenghi’s Employment Agreement with us.
The
Restricted Stock Unit Agreement for Mr. Dermody RSUs contains the following vesting schedule and conditions: (1) a four-year vesting
schedule, whereby 1/16th of the 500,000 RSUs (i.e., 31,250 RSUs) will vest on the first day of each quarter, commencing on January 1,
2026; (2) 31,250 RSUs will be deemed to have vested immediately; and (3) acceleration of all vesting upon a Sale Event; provided that
the definition of “Sale Event” will use the meaning ascribed to such term in Mr. Dermody’s Employment Agreement with
us.
The
foregoing summary of the Amendments and the Officer Awards are qualified in their entirety by reference to the full text of the 2023
Plan as amended and restated, the Restricted Stock Unit Agreement for Mr. Ottolenghi and the Restricted Stock Unit Agreement for Mr.
Dermody which are attached hereto as Exhibits 10.1, 10.2 and 10.3, respectively, and are incorporated by reference herein. You are
urged to read said exhibits attached hereto in their entirety.
| Item 9.01 |
Financial Statements and Exhibits |
| Exhibit No. |
|
Description |
| 10.1 |
|
VIP Play, Inc. 2023 Stock Plan, as Amended and Restated effective October 3, 2025 |
| 10.2 |
|
VIP Play, Inc. Restricted Stock Unit Agreement with Les Ottolenghi |
| 10.3 |
|
VIP Play, Inc. Restricted Stock Unit Agreement with John Dermody |
| 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
7, 2025 |
VIP PLAY, INC. |
| |
|
|
| |
By: |
/s/
Les Ottolenghi |
| |
|
Les
Ottolenghi, CEO |
