VIP Play (NASDAQ: VIPZ) reports $20.7M insider convertible credit line at 12%

Rhea-AI Filing Summary

VIP Play, Inc. reports updated borrowing activity under its discretionary convertible revolving line of credit with Excel Family Partners, a related party controlled by its secretary and sole director, Bruce Cassidy. The note allows borrowing of up to $14,000,000, carries a fixed annual interest rate of 12.0%, and is payable on demand.

As of the note’s execution date, total principal outstanding was $12,097,000, and the company borrowed an additional $1,008,270 in five draws from October 31 through November 26, 2025. As of December 3, 2025, aggregate principal outstanding under the note is $20,665,313. Excel may elect to convert any portion of the debt into common shares at a price equal to 80% of the “Lowest Recent Price,” with a floor of $0.50 per share if no sales occurred in the prior 12 months. The note also provides for proportional adjustments in the event of stock splits, combinations, reorganizations, or mergers.

Insights

Credit & capital structure analyst

VIP Play expands insider convertible debt to over $20.6M at 12% interest.

VIP Play, Inc. details a discretionary, demand convertible credit line with related-party lender Excel Family Partners, controlled by its secretary and sole director. The facility permits borrowing up to $14,000,000 and accrues interest at a fixed 12.0% per year, with all principal and interest due on demand. As of the execution date, loans outstanding totaled $12,097,000, and new draws of $1,008,270 were made between October 31, 2025 and November 26, 2025, bringing total principal outstanding to $20,665,313 as of December 3, 2025.

The lender can convert some or all of this debt into common shares at a price equal to 80% of the “Lowest Recent Price” over the prior 12 months, with a minimum price of $0.50 per share if no recent sales exist. This structure introduces potential equity dilution that depends on future conversion decisions and share pricing. The note also includes standard protective adjustments for stock splits, combinations, reorganizations, and mergers so that Excel’s economic position is maintained through corporate actions.

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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): November 26, 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 $1,008,270 in five separate draws under the Note from October 31, 2025 through November 26, 2025. As of December 3, 2025, the aggregate outstanding principal balance of all loans under the Note is $20,665,313.

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.

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

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FAQ

What financing arrangement did VIPZ disclose in this 8-K?

VIP Play, Inc. disclosed a First Amended and Restated Discretionary Convertible Revolving Line Of Credit Demand Note with Excel Family Partners for up to $14,000,000, bearing 12.0% annual interest and payable on demand.

How much debt is currently outstanding under VIPZ's line of credit?

As of December 3, 2025, the aggregate outstanding principal balance of all loans under the note is $20,665,313.

Who is Excel Family Partners and what is its relationship to VIPZ?

Excel Family Partners, LLLP is the lender under the note and is controlled by Bruce Cassidy, who serves as VIP Play, Inc.’s secretary and sole member of its board of directors, making this a related-party financing.

What is the interest rate and repayment term on VIPZ's credit note?

All loans under the note accrue interest at a fixed rate of 12.0% per year, with all outstanding principal and accrued interest due and payable upon demand, although the company may prepay with prior written notice and full interest to the prepayment date.

How can the debt under VIPZ's note be converted into equity?

Excel may convert all or part of the indebtedness into common stock at a price equal to 80% of the “Lowest Recent Price” of shares sold in the prior 12 months, or $0.50 per share if no such sales occurred, with proportional adjustments for stock splits, combinations, reorganizations, or mergers.

What happens if VIPZ defaults or faces bankruptcy under this note?

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