{"url_path":"/sec/vipz/8-k/2026-06-22/item-2-03","section_key":"item-2-03","section_title":"Item 2.03 **","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-06-22","source_url":"https://www.sec.gov/Archives/edgar/data/1832161/0001493152-26-029628-index.html","accession_number":"0001493152-26-029628","cik":"0001832161","ticker":"VIPZ","issuer_name":"VIP Play, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1832161/0001493152-26-029628-index.html","primary_entity_key":"0001832161","primary_entity_name":"VIP Play, Inc."},"word_count":673,"has_tables":true,"body_markdown":"** **\n\n**Item\n2.03**\n**Creation\nof a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.**\n\n** **\n\nIn\na Current Report on Form 8-K filed on April 2, 2025, VIP Play, Inc., a Nevada corporation (the “**Company,**” “**we**”\nor “**our**”) disclosed that on March 31, 2025 the Company entered into a First Amended and Restated Discretionary Convertible\nRevolving Line Of Credit Demand Note with Excel Family Partners, LLLP, a Florida limited liability limited partnership (“**Excel**”)\nin the principal amount of not more than $14,000,000 (the “**Note**”). Excel is controlled by Mr. Bruce Cassidy, our Secretary\nand sole member of our board of directors. The Note does not constitute a committed line of credit. Loans under the Note are made by\nExcel in its sole and absolute discretion. Upon repayment of any amount of principal or interest under the Note, we may not reborrow\nunder the Note.\n\n \n\nThe\naggregate outstanding principal balance of all loans under the Note as of the date we entered into the Note was $12,097,000. We borrowed\nan additional aggregate amount of $1,170,000 in five separate draws under the Note from April 27, 2026 through June 17, 2026. As of June\n22, 2026, the aggregate outstanding principal balance of all loans under the Note is $25,670,626.\n\n \n\nAll\nloans made under the Note accrue interest at a fixed rate per annum equal to 12.0% (the “**Fixed Rate**”). The outstanding\nprincipal and accrued and unpaid interest under the Note are due and payable upon demand. We have the right to prepay the Note, in whole\nor in part, at any time; provided, however, we must: (i) provide Excel prior written notice of our intention to make such prepayment;\nand (ii) pay to Excel all interest accrued on the outstanding principal balance of the Note to the date of such prepayment.\n\n \n\nIf\nwe: (i) fail to comply with any provision under the Note, including, but not limited to, failing to immediately pay all amounts due to\nExcel after demand thereof is made; or (ii) become subject to certain bankruptcy or insolvency events, at the option of Excel, the unpaid\nprincipal amount of the Note, accrued interest thereon, any fees or any other sums payable thereunder will thereafter until paid in full\nbear interest at a rate per annum equal to the Fixed Rate plus 2.00%.\n\n \n\nExcel\nmay, at its sole option, upon written notice, convert all or any portion of the indebtedness incurred under the Note (“**Debt**”)\ninto fully paid and non-assessable common stock shares (“**Shares**”) at a conversion price in an amount equal to the\nproduct of the Lowest Recent Price multiplied by 80%. The Lowest Recent Price is the lowest price per Share that we have sold one or\nmore Shares to an investor or lender within the 12-month period prior to an applicable date of conversion; provided, however, that if\nno Shares were sold within such 12-month period, the Lowest Recent Price will be $0.50 per Share.\n\n \n\nIn\ncase 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\nand the conversion price shall be proportionately adjusted in the manner determined by the Board acting in good faith. Furthermore, in\nconnection with any reclassification, capital reorganization, or other change of outstanding Shares, or in case of any consolidation\nor merger of the Company with or into another entity, Excel shall have the right thereafter, by converting the Debt, to receive upon\nsuch conversion the kind and number of shares of stock or other securities or property (including cash) receivable upon such reclassification,\ncapital reorganization, or other change, consolidation or merger by a holder of the number of Shares that could have been received upon\nconversion of the Debt immediately prior to such reclassification, capital reorganization, or other change, consolidation or merger.\n\n \n\nThe\nfull text of the Note is attached as Exhibit 10.1 hereto and is incorporated by reference herein. **You are urged to read said exhibit\nattached hereto in its entirety.**\n\n \n\n2"}