VIP Play, Inc 8-K, filed Oct 7, 2026
VIP Play, Inc. (VIPZ)
About this 8-K
VIP Play, Inc filed this 8-K on October 7, 2026, reporting on events of October 1, 2026.
Items reported
- Item 1.01: Entered into a material agreement
- Item 2.03: New debt or off-balance-sheet obligation
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
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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:
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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).
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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 1.01 Entry into a Material Definitive Agreement.
The disclosures set forth in Item 2.03 are incorporated by reference into this Item 1.01.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
On October 1, 2026, VIP Play, Inc., a Nevada corporation (the “Company,” “we” or “us”), entered into separate Third Amendments to Convertible Note Purchase Agreement with Rick Hackel (“Hackel”) and The Access Fund I, LP, a Delaware limited partnership (“Access,” and together with Hackel, the “Investors”) (collectively, the “Third Amendments”). Each Third Amendment is dated September 14, 2026, and provides for an effective date of September 1, 2026. The Third Amendments amend the Convertible Note Purchase Agreements with Hackel and Access dated August 23, 2023, and September 1, 2023, respectively, as previously amended (the “Purchase Agreements”).
As previously disclosed, we issued convertible promissory notes to Hackel in the principal amounts of $200,000 on August 23, 2023, and $100,000 on September 9, 2025 (the “Hackel Notes”), and to Access in the principal amount of $150,000 on September 1, 2023 (the “Access Note,” and together with the Hackel Notes, the “Notes”). The Notes accrue interest at a rate of twelve percent (12%) per annum. As described in our Current Report on Form 8-K filed on September 12, 2025, the Notes had a maturity date of August 31, 2026.
Pursuant to the Third Amendments, the maturity date of both Hackel Notes was extended to February 28, 2027, and the maturity date of the Access Note was extended to August 31, 2027. Unless converted into shares of our common stock in accordance with the applicable Purchase Agreement, the outstanding principal of each Note, together with all accrued and unpaid interest, is due and payable in a single balloon payment on its amended maturity date.
The Third Amendments also amend and restate Section 10.9 of the Purchase Agreements to provide that amendments to, and waivers of, the applicable Purchase Agreement or Notes may be made with the written consent of the Company and the applicable noteholder or noteholders, without notice to or approval of other noteholders, and will bind only the Company and the applicable noteholder or noteholders. In addition, the Third Amendments delete Section 10.10 of the Purchase Agreements.
The Third Amendments replace the schedules of purchasers to reflect only the Notes with outstanding principal balances as of September 14, 2026: the Hackel Notes totaling $300,000 and the Access Note totaling $150,000. The loan from Dennis Colletti, the third lender identified in our prior disclosure, has been repaid.
Except as amended by the Third Amendments, all other terms and conditions of the Purchase Agreements remain in full force and effect, including the Notes’ twelve percent (12%) annual interest rate and existing conversion provisions.
The foregoing summary of the Third Amendments is qualified in its entirety by reference to the full text of the Third Amendments with Access and Hackel, filed as Exhibits 10.1 and 10.2, respectively, to this Current Report on Form 8-K and incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 10.1 | Third Amendment to Convertible Note Purchase Agreement between VIP Play, Inc. and The Access Fund I, LP, dated September 14, 2026, and effective September 1, 2026. | |
| 10.2 | Third Amendment to Convertible Note Purchase Agreement between VIP Play, Inc. and Rick Hackel, dated September 14, 2026, and effective September 1, 2026. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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 7, 2026 | VIP PLAY, INC. | |
| By: | /s/ Les Ottolenghi | |
| Les Ottolenghi | ||
| Chief Executive Officer | ||
Exhibit 10.1
THIRD AMENDMENT
TO
CONVERTIBLE NOTE PURCHASE AGREEMENT
This Third Amendment to Convertible Note Purchase Agreement, dated September 14, 2026, by and between VIP Play, Inc., a Nevada corporation, f/k/a KeyStar Corp. (the “Borrower”), and The Access Fund I, LP, a Delaware limited partnership (the “Purchaser”) (this “Amendment”), is effective September 1, 2026.
W I T N E S S E T H:
WHEREAS, the Borrower and the Purchaser entered into that certain Convertible Note Purchase Agreement, dated September 1, 2023 (as amended with a First Amendment, dated on or around July 25, 2024, and a Second Amendment, dated on or around September 8, 2025, the “Note Purchase Agreement”); and
WHEREAS, the Borrower desires to amend certain provisions of the Note Purchase Agreement, and the Purchaser desires to permit such amendments pursuant to the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the premises contained herein and other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the parties hereto agree as follows:
1. All capitalized terms used herein which are defined in the Note Purchase Agreement shall have the same meaning herein as in the Note Purchase Agreement unless the context clearly indicates otherwise.
2. The Note Purchase Agreement is hereby amended as follows:
| 2.1 | Section 3 of the Note Purchase Agreement is hereby amended and restated in its entirety to read as follows: |
3. Maturity Date. Unless converted into the Company’s common stock, par value $0.001 per share (the “Conversion Shares”) in accordance with Section 6 below (“Conversion”), the outstanding principal of the Notes, together with all accrued and unpaid interest thereon, shall be due and payable in a single balloon payment by the Company on August 31, 2027 (the “Maturity Date”).
| 2.2 | Section 10.9 of the Note Purchase Agreement is hereby amended and restated in its entirety to read as follows: |
10.9 Entire Agreement; Amendments and Waivers. This Agreement, the Notes and the other documents delivered pursuant hereto constitute the full and entire understanding and agreement between the parties with regard to the subjects hereof and thereof. The Company’s agreements with each of the Purchasers are separate agreements, and the sales of the Notes to each of the Purchasers are separate sales. Accordingly, as this Agreement and or the Notes concern the Company and certain noteholder(s), any terms of this Agreement or the Notes may be amended and the observance of any term of this Agreement or the Notes may be waived (either generally or in a particular instance and either retroactively or prospectively) with the written consent of the Company and the applicable noteholder(s) without requiring notice to nor the approval of the other noteholder(s). Any waiver or amendment effected in accordance with this Section 10.9 will be binding upon Company and the applicable noteholder(s) only.
| 2.3 | Section 10.10 of the Note Purchase Agreement is hereby removed in its entirety. |
| 2.4 | The Schedule of Purchasers attached to the Note Purchase Agreement (“Purchaser Schedule”) is hereby amended and restated in its entirety with the Schedule of Purchasers attached to this Amendment as Exhibit 1 to reflect only those Purchasers with a Note that has a Principal Balance as of September 14, 2026. |
3. The provisions of Section 2 of this Amendment shall not become effective until the Purchaser has received this Amendment, duly executed by the Borrower, the Purchaser, and the Requisite Noteholder.
4. The Borrower hereby confirms that all representations and warranties made by it pursuant to the terms and conditions of the Note Purchase Agreement and each other Loan Document are true and correct in all respects on the date hereof, except as such representations and/or warranties may have heretofore been amended, modified, or waived in writing in accordance with the Note Purchase Agreement. The Borrower hereby reconfirms and reaffirms all agreements and covenants made by it pursuant to the terms and conditions of the Note Purchase Agreement, except as such agreements and/or covenants may have heretofore been amended, modified, or waived in writing in accordance with the Note Purchase Agreement.
5. The Borrower hereby represents and warrants to the Purchaser that (i) the Borrower has the legal power and authority to execute and deliver this Amendment; (ii) the officers of the Borrower have been duly authorized to execute and deliver this Amendment and bind the Borrower with respect to the provisions hereof; (iii) the execution and delivery hereof by the Borrower and the performance and observance by the Borrower of the provisions hereof, (a) do not violate or conflict with the organizational agreements of the Borrower or any law applicable to the Borrower or (b) result in a breach of any provision of or constitute a default under any other agreement, instrument or document binding upon or enforceable against the Borrower; and (iv) this Amendment, constitutes valid and binding obligations of the Borrower in every respect, enforceable in accordance with its respective terms.
6. Each reference to the Note Purchase Agreement that is made in the Note Purchase Agreement or any other document executed or to be executed in connection therewith shall hereafter be construed as a reference to the Note Purchase Agreement as amended hereby.
7. Except as amended hereby, all of the terms and conditions of the Note Purchase Agreement shall remain in full force and effect. This Amendment amends the Note Purchase Agreement and is not a novation thereof.
8. This Amendment may be executed in any number of counterparts and by the different parties hereto on separate counterparts each of which, when so executed, shall be deemed an original, but all such counterparts shall constitute but one and the same instrument. Any signature delivered by a party by facsimile, e-mail or other electronic transmission shall be deemed to be an original signature hereto.
9. This Amendment shall be governed by, and shall be construed and enforced in accordance with, the Laws of the State of Florida without regard to the principles of the conflicts of law thereof.
[INTENTIONALLY LEFT BLANK]
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IN WITNESS WHEREOF, and intending to be legally bound, the parties hereto have caused this Amendment to be executed on the date first written above.
| BORROWER: | ||
VIP Play, Inc., a Nevada corporation, f/k/a KeyStar Corp. | ||
| By: | /s/ Bruce A. Cassidy | |
| Bruce A. Cassidy, its Executive Chairman | ||
| PURCHASER: | |||
| The Access Fund I, LP, a Delaware limited partnership | |||
| By: | Hestia Management LLC, a Delaware limited liability company, its general partner | ||
| By: | /s/ Michael Preble | ||
| Michael Preble, its Manager | |||
| Acknowledged and consented to, as of the date first written above, by: | ||
| REQUISITE NOTEHOLDER: | ||
| /s/ Rick Hackel | ||
| Rick Hackel, an individual | ||
EXHIBIT 1
SCHEDULE OF PURCHASERS
As of September 14, 2026
| Purchaser: | Closing Date: | Consideration and Principal Balance of Promissory Note: | ||||
| Rick Hackel | August 23, 2023 | $ | 200,000.00 | |||
| Access Fund I, LP | September 1, 2023 | $ | 150,000.00 | |||
| Rick Hackel | September 9, 2025 | $ | 100,000.00 | |||
Exhibit 10.2
THIRD AMENDMENT
TO
CONVERTIBLE NOTE PURCHASE AGREEMENT
This Third Amendment to Convertible Note Purchase Agreement, dated September 14, 2026, by and between VIP Play, Inc., a Nevada corporation, f/k/a KeyStar Corp. (the “Borrower”), and Rick Hackel, an individual (the “Purchaser”) (this “Amendment”), is effective September 1, 2026.
W I T N E S S E T H:
WHEREAS, the Borrower and the Purchaser entered into that certain Convertible Note Purchase Agreement, dated August 23, 2023 (as amended with a First Amendment, dated on or around July 25, 2024, and a Second Amendment, dated on or around September 8, 2025, the “Note Purchase Agreement”); and
WHEREAS, the Borrower desires to amend certain provisions of the Note Purchase Agreement, and the Purchaser desires to permit such amendments pursuant to the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the premises contained herein and other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the parties hereto agree as follows:
1. All capitalized terms used herein which are defined in the Note Purchase Agreement shall have the same meaning herein as in the Note Purchase Agreement unless the context clearly indicates otherwise.
2. The Note Purchase Agreement is hereby amended as follows:
| 2.1 | Section 3 of the Note Purchase Agreement is hereby amended and restated in its entirety to read as follows: |
3. Maturity Date. Unless converted into the Company’s common stock, par value $0.001 per share (the “Conversion Shares”) in accordance with Section 6 below (“Conversion”), the outstanding principal of the Notes, together with all accrued and unpaid interest thereon, shall be due and payable in a single balloon payment by the Company on February 28, 2027 (the “Maturity Date”).
| 2.2 | Section 10.9 of the Note Purchase Agreement is hereby amended and restated in its entirety to read as follows: |
10.9 Entire Agreement; Amendments and Waivers. This Agreement, the Notes and the other documents delivered pursuant hereto constitute the full and entire understanding and agreement between the parties with regard to the subjects hereof and thereof. The Company’s agreements with each of the Purchasers are separate agreements, and the sales of the Notes to each of the Purchasers are separate sales. Accordingly, as this Agreement and or the Notes concern the Company and certain noteholder(s), any terms of this Agreement or the Notes may be amended and the observance of any term of this Agreement or the Notes may be waived (either generally or in a particular instance and either retroactively or prospectively) with the written consent of the Company and the applicable noteholder(s) without requiring notice to nor the approval of the other noteholder(s). Any waiver or amendment effected in accordance with this Section 10.9 will be binding upon Company and the applicable noteholder(s) only.
| 2.3 | Section 10.10 of the Note Purchase Agreement is hereby removed in its entirety. |
| 2.4 | The Schedule of Purchasers attached to the Note Purchase Agreement (“Purchaser Schedule”) is hereby amended and restated in its entirety with the Schedule of Purchasers attached to this Amendment as Exhibit 1 to reflect only those Purchasers with a Note that has a Principal Balance as of September 14, 2026. |
3. The provisions of Section 2 of this Amendment shall not become effective until the Purchaser has received this Amendment, duly executed by the Borrower and the Purchaser.
4. The Borrower hereby confirms that all representations and warranties made by it pursuant to the terms and conditions of the Note Purchase Agreement and each other Loan Document are true and correct in all respects on the date hereof, except as such representations and/or warranties may have heretofore been amended, modified, or waived in writing in accordance with the Note Purchase Agreement. The Borrower hereby reconfirms and reaffirms all agreements and covenants made by it pursuant to the terms and conditions of the Note Purchase Agreement, except as such agreements and/or covenants may have heretofore been amended, modified, or waived in writing in accordance with the Note Purchase Agreement.
5. The Borrower hereby represents and warrants to the Purchaser that (i) the Borrower has the legal power and authority to execute and deliver this Amendment; (ii) the officers of the Borrower have been duly authorized to execute and deliver this Amendment and bind the Borrower with respect to the provisions hereof; (iii) the execution and delivery hereof by the Borrower and the performance and observance by the Borrower of the provisions hereof, (a) do not violate or conflict with the organizational agreements of the Borrower or any law applicable to the Borrower or (b) result in a breach of any provision of or constitute a default under any other agreement, instrument or document binding upon or enforceable against the Borrower; and (iv) this Amendment, constitutes valid and binding obligations of the Borrower in every respect, enforceable in accordance with its respective terms.
6. Each reference to the Note Purchase Agreement that is made in the Note Purchase Agreement or any other document executed or to be executed in connection therewith shall hereafter be construed as a reference to the Note Purchase Agreement as amended hereby.
7. Except as amended hereby, all of the terms and conditions of the Note Purchase Agreement shall remain in full force and effect. This Amendment amends the Note Purchase Agreement and is not a novation thereof. This Amendment applies to all Notes issued to the Purchaser under the terms of the Note Purchase Agreement.
8. This Amendment may be executed in any number of counterparts and by the different parties hereto on separate counterparts each of which, when so executed, shall be deemed an original, but all such counterparts shall constitute but one and the same instrument. Any signature delivered by a party by facsimile, e-mail or other electronic transmission shall be deemed to be an original signature hereto.
9. This Amendment shall be governed by, and shall be construed and enforced in accordance with, the Laws of the State of Florida without regard to the principles of the conflicts of law thereof.
[INTENTIONALLY LEFT BLANK]
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IN WITNESS WHEREOF, and intending to be legally bound, the parties hereto have caused this Amendment to be executed on the date first written above.
| BORROWER: | ||
VIP Play, Inc., a Nevada corporation, f/k/a KeyStar Corp. | ||
| By: | /s/ Bruce A. Cassidy | |
| Bruce A. Cassidy, its Executive Chairman | ||
| PURCHASER: | |
| /s/ Rick Hackel | |
| Rick Hackel, an individual |
EXHIBIT 1
SCHEDULE OF PURCHASERS
As of September 14, 2026
| Purchaser: | Closing Date: | Consideration and Principal Balance of Promissory Note: | ||||
| Rick Hackel | August 23, 2023 | $ | 200,000.00 | |||
| Access Fund I, LP | September 1, 2023 | $ | 150,000.00 | |||
| Rick Hackel | September 9, 2025 | $ | 100,000.00 | |||