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 24, 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 1.0302 ~~Creation~~Termination of a ~~Direct~~Material ~~Financial~~Definitive ~~Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.~~Agreement

In a Current Report on Form 8-K filed on ~~April~~December 217, ~~2025~~2024, VIP Play, Inc., a Nevada corporation (the “Company,” “weus,” “we” or “our”) disclosed that on ~~March~~December 3110, ~~2025~~2024, the Company entered into a ~~First~~Casino ~~Amended~~ and ~~Restated Discretionary Convertible~~Sportsbook ~~Revolving~~Online ~~Line~~Operations OfAgreement ~~Credit~~dated ~~Demand~~as ~~Note~~of ~~with~~December ~~Excel Family Partners~~9, ~~LLLP,~~2024 ~~a Florida limited liability limited partnership~~ (~~“Excel”) in~~ the ~~principal amount of not more than $14,000,000 (the~~ “~~Note~~Agreement”). ~~Excel~~with isWheeling ~~controlled~~Island byGaming, MrInc. ~~Bruce Cassidy~~, ~~our~~a ~~Secretary~~Delaware ~~and~~corporation, ~~sole~~that ~~member~~is ofthe ~~our~~duly ~~board~~licensed ofowner ~~directors.~~and ~~The~~operator ~~Note does not constitute a committed line~~ of ~~credit. Loans under~~ the ~~Note~~casino ~~are~~commonly ~~made~~referred ~~by Excel~~to inas ~~its~~Wheeling ~~sole~~Island ~~and~~Hotel ~~absolute~~Casino ~~discretion.~~Racetrack located ~~Upon~~near ~~repayment of any amount of principal or interest under the Note~~Wheeling, weWest ~~may~~Virginia ~~not reborrow under the Note~~(“Operator”).

~~The~~Pursuant ~~aggregate~~to ~~outstanding~~the ~~principal~~terms ~~balance~~and conditions of ~~all~~the ~~loans~~Agreement, ~~under~~Operator granted us the ~~Note~~right asto ofseek and obtain licenses from the ~~date~~appropriate wegoverning authority ~~entered~~to ~~into~~offer ~~the~~and ~~Note~~operate ~~was~~interactive ~~$12~~online gaming services,~~097~~ including online poker games,~~000.~~ Weonline ~~borrowed~~casino games and online sports anwagering ~~additional~~(the ~~aggregate~~“Services”) ~~amount~~in ofWest ~~$810~~Virginia via the Internet,~~378~~ inmobile ~~three~~or ~~separate~~other ~~draws~~remote ~~under~~or electronic device or data network. The initial term of the ~~Note~~Agreement is for ten years from ~~October~~the ~~10,~~date ~~2025~~on ~~through~~which ~~October~~our ~~24,~~online ~~2025~~gaming services are approved for users to play in accordance with West Virginia gaming laws. AsThe Agreement required us to pay the Operator a non-refundable fee in two equal installments ofwithin ~~October~~a ~~24,~~certain ~~2025,~~time frame after the ~~aggregate~~date ~~outstanding~~of ~~principal~~signing. ~~balance~~The Agreement also requires us to pay Operator a percentage of ~~all~~our ~~loans~~annual ~~under~~net gaming ~~the~~revenue ~~Note~~from isthe ~~$19~~Services,~~657,043~~ minus a minimum annual revenue guarantee payment to be paid in equal quarterly installments.

~~All~~The ~~loans~~legal ~~made~~effectiveness ~~under~~of the ~~Note~~Agreement ~~accrue~~is ~~interest~~subject ~~at a fixed rate per annum equal~~ to ~~12.0% (~~the ~~“Fixed~~West ~~Rate”).~~Virginia ~~The~~Lottery ~~outstanding principal~~Commission ~~and~~first ~~accrued~~approving ~~and unpaid interest under~~ the ~~Note~~Agreement, ~~are~~which ~~due~~it ~~and~~has ~~payable upon demand~~not done. WeA ~~have~~representative of the ~~right~~Commission toinformed ~~prepay~~us ~~the~~that ~~Note,~~a inkey ~~whole or~~term inof ~~part,~~the atAgreement ~~any~~would ~~time;~~need ~~provided,~~to ~~however,~~be werevised ~~must:~~before ~~(i)~~the ~~provide~~Commission would ~~Excel~~approve ~~prior~~the ~~written~~Agreement. ~~notice~~Despite of our ~~intention~~efforts, tothe ~~make~~parties ~~such~~were ~~prepayment; and~~unable ~~(ii) pay~~ to ~~Excel~~agree ~~all~~upon ~~interest~~an ~~accrued~~amendment ~~on the outstanding principal balance of the Note~~ to the ~~date of such prepayment~~Agreement.

IfOn ~~we:~~October ~~(i) fail to comply with any provision under the Note~~24, ~~including~~2025, ~~but~~we ~~not~~received ~~limited~~a ~~to,~~notice ~~failing~~of totermination ~~immediately~~from ~~pay~~Operator ~~all~~based ~~amounts~~on ~~due~~our failure to ~~Excel~~ ~~after~~meet ~~demand~~the ~~thereof~~Go-Live isDate ~~made; or~~ (~~ii)~~as ~~become~~defined ~~subject~~in ~~to certain bankruptcy or insolvency events, at~~ the Agreement). ~~option~~In ofconnection ~~Excel,~~with the ~~unpaid principal amount of the Note~~termination, ~~accrued~~Operator ~~interest~~is ~~thereon,~~demanding ~~any~~we ~~fees~~pay orthem ~~any~~an ~~other~~early ~~sums~~termination ~~payable~~penalty ~~thereunder will thereafter until paid~~ in ~~full bear interest at a rate per annum equal to~~ the ~~Fixed~~amount ~~Rate~~of ~~plus 2~~$4,500,000.~~00%.~~

~~Excel~~It ~~may,~~is atour ~~its~~opinion ~~sole~~that ~~option,~~Operator ~~upon~~is ~~written~~not ~~notice,~~entitled ~~convert~~to ~~all or any portion of~~ the ~~indebtedness~~early ~~incurred~~termination ~~under~~penalty ~~the~~for ~~Note~~several ~~(“Debt”) into~~reasons, ~~fully~~including, ~~paid~~but ~~and~~not ~~non-assessable~~limited ~~common stock shares (“Shares”) at a conversion price in an amount equal~~ to, the ~~product~~conditions for enforceability of the ~~Lowest~~Agreement ~~Recent~~were ~~Price~~not ~~multiplied~~met, bya ~~80%.~~lack ~~The~~of ~~Lowest~~the ~~Recent~~meeting ~~Price~~of is the ~~lowest~~minds ~~price~~on ~~per~~material ~~Share~~terms, ~~that~~ineffectiveness ~~we have sold one or~~for ~~more~~lack ~~Shares~~of toregulatory anapproval, ~~investor~~Operator’s orbreach ~~lender~~of ~~within~~ the ~~12-month~~implied ~~period~~covenant ~~prior~~of togood anfaith ~~applicable~~and ~~date~~fair ofdealing ~~conversion;~~and ~~provided,~~the ~~however,~~absence ~~that~~of ifapplicable noremedies ~~Shares~~and ~~were~~penalties ~~sold~~under ~~within such 12-month period,~~ the ~~Lowest~~basis ~~Recent~~of ~~Price~~termination ~~will~~that bewe ~~$0.50~~consider ~~per~~applicable ~~Share~~here.

InThe ~~case~~full oftext ~~a stock split, a stock combination, or a reverse stock split~~ of the ~~Shares,~~Agreement ~~the~~is ~~number~~attached ofhereto ~~Shares~~as ~~into~~Exhibit ~~which~~10.1 ~~any~~hereto ~~Debt may be converted~~ and ~~the~~is ~~conversion~~incorporated ~~price shall be proportionately adjusted in the manner determined~~ by ~~the~~reference ~~Board acting in good faith~~herein. ~~Furthermore,~~You ~~in connection~~are ~~with~~urged 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~~read ~~conversion~~said ~~the~~exhibit ~~kind~~attached ~~and~~hereto ~~number~~in ofits 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 mergerentirety.

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)
10.1*		Casino and Sportsbook Online Operations Agreement dated as of December 9, 2024 by and between VIP Play, Inc. and Wheeling Island Gaming, Inc. (incorporated by reference to Exhibit 10.1 to VIP Play, Inc. Current Report on Form 8-K filed on December 17, 2024)
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

*Certain portions of this exhibit have been omitted pursuant to Regulation S-K Item 601(b)(10)(iv).

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 24, 2025	VIP PLAY, INC.
Date: October 30, 2025	VIP PLAY, INC.
	By:	/s/ Les Ottolenghi
		Les Ottolenghi, CEO

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