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 (controlled by Bruce Cassidy, the company’s Secretary and sole board member). The filing states the Note was dated March 31, 2025; as of June 22, 2026 the aggregate outstanding principal balance under the Note is $25,670,626. Loans under the Note accrue interest at a fixed 12.0% per annum and are due on demand.

Key Details

• Original Note described as a discretionary, non‑committed line (principal amount referenced as not more than $14,000,000 in the April 2025 disclosure); aggregate outstanding reported as $25,670,626 as of June 22, 2026.
• VIP borrowed an additional $1,170,000 in five draws from April 27, 2026 through June 17, 2026; aggregate outstanding when Note was entered was $12,097,000.
• Interest: fixed 12.0% per year; on default or certain insolvency events interest can increase by 2.00% (to 14.0%). Amounts are payable on demand; prepayment requires prior written notice and payment of accrued interest.
• Conversion: Excel may convert any portion of the debt into common shares at a conversion price equal to 80% of the “Lowest Recent Price” (the lowest sale price of shares in the prior 12 months), and if no shares were sold in that period the Lowest Recent Price is $0.50 — implying a possible conversion price floor of $0.40 per share. Conversion terms adjust for splits, reorganizations, mergers, etc.

Why It Matters
This filing shows VIP Play has significant outstanding related‑party indebtedness ($25.7M) on a demand basis with high interest (12%) and a broad conversion option that can result in share issuance at a substantial discount to recent prices (potentially as low as $0.40/share under the stated floor). For investors, key implications are higher ongoing interest expense, potential dilution if Excel converts debt into shares, and the repayment risk inherent in a demand note that is discretionary and not a committed credit facility. The lender is controlled by a company insider, which is a related‑party arrangement disclosed in the 8-K.