VIP Play, Inc. 8-K

What Happened
VIP Play, Inc. filed an 8‑K (Item 2.03) disclosing a First Amended and Restated Discretionary Convertible Revolving Line of Credit Demand Note with Excel Family Partners, LLLP (the “Note”), dated March 31, 2025. Excel is controlled by Bruce Cassidy, VIP Play’s Secretary and sole member of the board. The filing reports the Note’s terms, recent draws, the fixed interest rate, and the lender’s conversion rights into common stock.

Key Details

• Note originally structured with a maximum principal amount of up to $14,000,000; aggregate outstanding principal was $12,097,000 when the Note was entered.
• VIP Play made additional draws totaling $1,121,000 (five draws from Dec 12, 2025 through Jan 2, 2026); as of Jan 5, 2026 the filing reports an aggregate outstanding principal balance of $21,786,313.
• Interest accrues at a fixed 12.0% per annum; on certain defaults or bankruptcy events the rate increases by 2.00% (to 14.0%). Amounts outstanding and accrued interest are due on demand; prepayment requires notice and payment of accrued interest.
• Excel may, at its option, convert any portion of the debt into common shares at a conversion price equal to 80% of the “Lowest Recent Price” (the lowest price per share sold by the company within the prior 12 months), with a $0.50 per‑share floor if no recent sales.

Why It Matters
This is a related‑party, discretionary, demand loan (Excel is controlled by a company officer/director), which increases VIP Play’s indebtedness and could affect liquidity because balances are payable on demand. The lender’s conversion feature creates potential dilution for existing shareholders if Excel elects to convert debt to equity. Retail investors should note the relatively high fixed interest (12%) and the non‑committed nature of the facility (loans are at the lender’s discretion). The full Note text is attached as an exhibit to the filing for anyone seeking the complete terms.