10-Q

UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

Washington,

D.C. 20549

Form

10-Q

☒

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Forthe quarterly period ended ### March 31, 2026

☐

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission

File Number: 000-56290

VIP Play, Inc.
(Exact<br> name of registrant as specified in its charter)
Nevada	85-0738656
---	---
(State<br> or other jurisdiction of<br><br> <br>incorporation<br> or organization)	(I.R.S.<br> Employer<br><br> <br>Identification<br> No.)
8400 W. Sunset Rd., Suite 300 Las Vegas, NV	89113
---	---
(Address<br> of principal executive offices)	(Zip<br> Code)

Registrant’s telephone number: (866) 783-9435

(Former

name or former address, if changed since last report): N/A

Securities

registered under Section 12(b) of the Exchange Act: None

Securities

registered under Section 12(g) of the Exchange Act:

CommonStock, par value of $0.001

(Title of each class)

Indicate by check mark whether the issuer (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 229.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.:

Large<br> accelerated filer	☐	Accelerated<br> filer	☐
Non-accelerated<br> filer	☒	Smaller<br> reporting company	☒
		Emerging<br> 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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ☐ No ☒

The

number of shares of the issuer’s common stock outstanding as of May 14, 2026, was 73,457,857 shares, par value $0.001 per share.

VIP

Play, Inc.

Form

10-Q

Table

of Contents

PART I - FINANCIAL INFORMATION	1
ITEM 1. FINANCIAL STATEMENTS	1
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	2
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISKS	5
ITEM 4. CONTROLS AND PROCEDURES	6
PART II - OTHER INFORMATION	7
ITEM 6. EXHIBITS	7
SIGNATURES	8

PART

I - FINANCIAL INFORMATION

Item1. Financial Statements

Our financial statements included in this Form 10-Q are as follows:

F-1	Unaudited Condensed Consolidated Balance Sheets as of March 31, 2026 and June 30, 2025;
F-3	Unaudited Condensed Consolidated Statements of Operations for the three and nine months ended March 31, 2026 and 2025;
F-4	Unaudited Condensed Consolidated Statements of Stockholders’ Deficit for the three and nine month periods ended March 31, 2026 and 2025;
F-6	Unaudited Condensed Consolidated Statements of Cash Flows for the nine months ended March 31, 2026 and 2025;
F-7	Notes to Unaudited Condensed Consolidated Financial Statements.

| 1 |

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VIP

PLAY, INC.

CONDENSED

CONSOLIDATED BALANCE SHEETS

(unaudited)

(inthousands, except number of shares and par value)

	March 31, 2026		June 30, 2025
ASSETS
Current assets:
Cash	$	23	$	163
Cash reserved for users		60		277
Related party receivables		722		-
Prepaid expenses and other current assets		1,981		2,419
Total current assets		2,786		2,859
Other assets:
Intangible assets, net		976		883
Deposits and other assets		4		4
Total other assets		980		887
Total assets	$	3,766	$	3,746
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current liabilities:
Accounts payable and accrued expenses	$	1,317	$	1,073
Accrued expenses - related party		4,003		1,678
Players liabilities		80		336
Notes payable		59		764
Notes payable - related party, net of discount		30		30
Notes payable		30		30
Convertible notes, net of discount		423		827
Line of credit - related party		28,075		19,586
Derivative liability		8,335		11,226
Total current liabilities		42,322		35,520
Total liabilities		42,322		35,520
Commitments and contingencies		-		-

The

accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

| F-1 |

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VIP

PLAY, INC.

CONDENSED

CONSOLIDATED BALANCE SHEETS – Continued

(unaudited)

			June 30, 2025
Stockholders’ deficit:
Preferred stock, 25,000,000 shares authorized
Series A preferred stock, 0.001 par value, 2,000,000 shares designated, 0 and 0 shares issued and outstanding as of March 31, 2026, and June 30, 2025, respectively	-			-
Series B preferred stock, 1.00 par value, 12,000 shares designated, 11,693 and 11,693 shares issued and outstanding as of March 31, 2026, and June 30, 2025, respectively	12			12
Series C preferred stock, 0.001 par value, 6,700,000 shares designated, 0 and 0 shares issued and outstanding as of March 31, 2026, and June 30, 2025, respectively	-			-
Preferred stock value	-			-
Common stock, 0.001 par value, 475,000,000 shares authorized, 73,457,857 and 73,457,857 shares issued and outstanding as of March 31, 2026, and June 30, 2025, respectively	73			73
Additional paid-in capital	31,624			31,269
Accumulated deficit	(70,265	)		(63,128	)
Total stockholders’ deficit	(38,556	)		(31,774	)
Total liabilities and stockholders’ deficit	3,766		$	3,746

All values are in US Dollars.

The

accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

| F-2 |

| --- |

VIP

PLAY, INC.

CONDENSED

CONSOLIDATED STATEMENTS OF OPERATIONS

(unaudited)

(inthousands except number of shares and per share data)

	2026			2025			2026			2025
	For the three months ended March 31,						For the nine months ended<br> <br>March 31,
	2026			2025			2026			2025
Gaming revenues	$	102			1			178			18
Costs of gaming revenue		415			143			874			347
Net gaming loss		(313	)		(142	)		(696	)		(329	)
Operating expenses:
Salaries and wages		1,341			956			4,201			2,958
Depreciation and amortization		125			1			313			955
Sales and marketing		124			412			561			920
General and administrative		503			456			1,900			2,096
Impairment of developed technology and tradename		-			-			-			5,909
Total operating expenses		2,093			1,825			6,975			12,838
Loss from operations		(2,406	)		(1,967	)		(7,671	)		(13,167	)
Other income (expense):
Gain (loss) on change in fair value of derivative		(8,148	)		(2,442	)		2,945			(415	)
Interest expense		(34	)		(112	)		(144	)		(367	)
Interest expense - related party		(835	)		(632	)		(2,267	)		(2,475	)
Interest expense		(835	)		(632	)		(2,267	)		(2,475	)
Total other income (expense)		(9,017	)		(3,186	)		534			(3,257	)
Net loss	$	(11,423	)		(5,153	)		(7,137	)		(16,424	)
Net loss per common share<br> <br>- basic	$	(0.16	)		(0.07	)		(0.10	)		(0.23	)
Net loss per common share<br> <br>- diluted	$	(0.16	)		(0.07	)		(0.10	)		(0.23	)
Weighted average number of common shares outstanding<br> <br>- basic		73,457,857			72,804,377			73,457,857			72,414,740
Weighted average number of common shares outstanding - diluted		73,457,857			72,804,377			73,457,857			72,414,740

The

accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

| F-3 |

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VIP

PLAY, INC.

CONDENSED

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ DEFICIT

(unaudited)

(inthousands except share data)

****	Shares	Amount		Shares	Amount		Shares	Amount		Shares	Amount		Capital		Deficit		****	(Deficit)		****
****	Preferred Shares			Preferred Shares			Preferred Shares				****		****		****		****	Total		****
****	Series A			Series B			Series C			Common Shares			Additional		****		****	Stockholder’		****
****	0.001 Par Value			1.00 Par Value			0.001 Par Value			0.001 Par Value			Paid-In		Accumulated		****	Equity		****
****	Shares	Amount		Shares	Amount		Shares	Amount		Shares	Amount		Capital		Deficit		****	(Deficit)		****
Balance, June 30, 2025		$	-		$	12		$	-		$	73	$	31,269	$	(63,128	)	$	(31,774	)
Fair Value of vested incentive stock options			-			-			-			-		63		-			63
Net loss			-			-			-			-		-		(3,481	)		(3,481	)
Balance, September 30, 2025			-			12			-			73		31,322		(66,609	)		(35,192	)
Fair value of vested incentive stock options & RSUs			-			-			-			-		141		-			141
Net income			-			-			-			-		-		7,767			7,767
Balance, December 31, 2025			-			12			-			73		31,473		(58,842	)		(27,284	)
Warrants granted for services			-			-			-			-		10		-			10
Fair value of vested incentive stock options & RSUs			-			-			-			-		141		-			141
Net Loss			-			-			-			-		-		(11,423	)		(11,423	)
Balance, March 31, 2026		$	-		$	12		$	-		$	73	$	31,624	$	(70,265	)	$	(38,556	)

All values are in US Dollars.

The

accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

| F-4 |

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VIP

PLAY, INC.

CONDENSED

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ DEFICIT - continued

(unaudited)

****	Preferred Shares			Preferred Shares			Preferred Shares				****		****		****	****		****	Total		****
****	Series A			Series B			Series C			Common Shares			Additional		****	****		****	Stockholders’		****
****	0.001 Par Value			1.00 Par Value			0.001 Par Value			0.001 Par Value			Paid-In		****	Accumulated		****	Equity		****
****	Shares	Amount		Shares	Amount		Shares	Amount		Shares	Amount		Capital		****	Deficit		****	(Deficit)		****
Balance June 30, 2024		$	-		$	12		$	-		$	7	$	30,295		$	(43,969	)	$	(13,655	)
Fair value of vested incentive stock options			-			-			-			-		48			-			48
Change in par value of common stock			-			-			-			65		(65	)		-			-
Net loss			-			-			-			-		-			(5,338	)		(5,338	)
Balance, September 30, 2024			-			12			-			72		30,278			(49,307	)		(18,945	)
Fair value of vested incentive stock options			-			-			-			-		45			-			45
Issuance of common stock for cash, net of offering costs			-			-			-			1		446			-			447
Net loss			-			-			-			-		-			(5,933	)		(5,933	)
Balance December 31, 2024			-			12			-			73		30,769			(55,240	)		(24,386	)
Fair value of vested incentive stock options			-			-			-			-		39			-			39
Issuance of common stock for accrued offering costs			-			-			-			-		53			-			53
Net loss			-			-			-			-		-			(5,153	)		(5,153	)
Net<br> income (loss)			-			-			-			-		-			(5,153	)		(5,153	)
Balance March 31, 2025		$	-		$	12		$	-		$	73	$	30,861		$	(60,393	)	$	(29,447	)

All values are in US Dollars.

The

accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

| F-5 |

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VIP

PLAY, INC.

CONDENSED

CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited)

(inthousands)

	2026			2025
	For the Nine Months Ended March 31,
	2026			2025
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(7,137	)		(16,424	)
Adjustments to reconcile net loss to net cash used in operating activities:
Amortization of debt issuance costs – related party		-			1,330
Amortization of debt discount		50			208
Depreciation and amortization		313			955
Incentive stock option and RSU expense		345			132
Warrants granted for services		10			-
Impairment of developed technology and tradename		-			5,909
(Gain) loss on change in fair value of derivative		(2,945	)		415
Changes in operating assets and liabilities:
Prepaid expenses and other current assets		553			(644	)
Related party receivables		(722	)		-
Accounts payable and accrued expenses		245			(306	)
Accrued expenses - related party		2,324			738
Players liabilities		(256	)		(132	)
Net cash used in operating activities		(7,220	)		(7,819	)
CASH FLOWS FROM INVESTING ACTIVITIES
Cash paid for licenses and capitalized software		(361	)		(628	)
Cash paid for non-gaming development		(45	)		-
Net cash used in investing activities		(406	)		(628	)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issuance of common stock, net of issuance costs		-			447
Proceeds from line of credit - related party		8,489			8,537
Proceeds from convertible notes		100			-
Repayment of convertible note		(500	)		-
Repayments of notes payable		(820	)		(762	)
Net cash provided by financing activities		7,269			8,222
NET CHANGE IN CASH AND CASH RESERVED FOR USERS		(357	)		(225	)
CASH AND CASH RESERVED FOR USERS AT BEGINNING OF PERIOD		440			450
CASH AND CASH RESERVED FOR USERS AT END OF PERIOD	$	83			225
DISCLOSURE OF CASH AND CASH RESERVED FOR USERS:
CASH		23			91
CASH RESERVED FOR USERS		60			134
CASH AND CASH RESERVED FOR USERS AT END OF PERIOD	$	83			225
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Interest paid	$	78			562
NON-CASH FINANCING AND INVESTING ACTIVITIES:
Insurance financing	$	115			96
Common stock and warrants issued for offering costs	$	-			147

The

accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

| F-6 |

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VIP

PLAY, INC.

NOTES

TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE

1 – OVERVIEW AND ORGANIZATION & SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Overviewand Organization

VIP Play, Inc. (the “Company,” “we”, “us” and “our”), formerly known as KeyStar Corp. prior to September 20, 2024, was incorporated on April 16, 2020, under the laws of the State of Nevada. On December 21, 2021, the Company formed UG Acquisition Sub, Inc. as a wholly-owned subsidiary under the state of Nevada. On December 9, 2022, the Company formed VIP Play TN, LLC (formerly known as KeyStar TN, LLC) as a wholly-owned subsidiary under the state of Nevada. On March 4, 2025, the Company formed VIP Play WV, LLC as a wholly owned subsidiary under the state of Nevada. On August 5, 2024, the Board of Directors approved the winding down and dissolution of UG Acquisition Sub, Inc.

In May 2023, the Company received approval on its Tennessee Sports Gaming Operator license. The Company officially launched its Sports Betting operation in Tennessee in June 2023. On December 10, 2024, the Company entered into a Casino and Sportsbook Online Operations Agreement with a license holder in West Virginia. This agreement granted the Company the right to seek and obtain licenses from the appropriate governing authority to offer and operate interactive online gaming services in West Virginia via the Internet, mobile or other remote or electronic device or data network. On March 31, 2025, the Company received interim approval on its West Virginia i-Gaming and Sports Wagering Management Service Provider License. The Company did not commence operations in West Virginia. In October 2025, the Company received a notice of termination related to its West Virginia market access agreement and is currently involved in an ongoing dispute regarding the validity of the termination and related fee claims. See Note 12 – Commitments and Contingencies.

Basisof Presentation

The foregoing unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”) for interim financial information and with the instructions for Form 10-Q and Regulation S-X as promulgated by the United States Securities and Exchange Commission (“SEC”). Accordingly, these unaudited condensed consolidated financial statements do not include all of the disclosures required by U.S. GAAP for complete annual audited consolidated financial statements. These unaudited condensed consolidated interim financial statements should be read in conjunction with the audited consolidated financial statements and the notes thereto included on Form 10-K for the year ended June 30, 2025. In the opinion of management, the unaudited condensed consolidated financial statements furnished herein include all adjustments, all of which are of a normal recurring nature, necessary for a fair statement of the results for the interim period presented.

Operating results for the three and nine month periods ended March 31, 2026, are not necessarily indicative of the results that may be expected for the year ending June 30, 2026. The condensed consolidated balance sheet at June 30, 2025, has been derived from the annual audited consolidated financial statements included in our Annual Report on Form 10-K at that date but does not include all of the information and footnotes required by U.S. GAAP for complete annual audited consolidated financial statements.

Principlesof Consolidation

The unaudited condensed consolidated financial statements represent the results of VIP Play, Inc. and its wholly owned subsidiaries (collectively, the “Company”). All intercompany transactions and balances have been eliminated upon consolidation of these entities.

| F-7 |

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SegmentReporting

Our chief operating decision maker (“CODM”), Les Ottolenghi, Chief Executive Officer, reviews operating results on a consolidated basis and has determined that we have one reportable segment.

The following tables present selected financial information with respect to the Company’s single operating segment for the three and nine months ended March 31, 2026 and 2025 (in thousands):

SCHEDULE

OF SEGMENT REPORTING

	2026			2025
	For the three months ended March 31,
	2026			2025
Gaming revenues	$	102		$	1
Costs of gaming revenue		415			143
Net gaming loss		(313	)		(142	)
Operating expenses:
Salaries and wages		1,341			956
Depreciation and amortization		125			1
Sales and marketing		124			412
General and administrative		503			456
Total operating expenses		2,093			1,825
Loss from Operations		(2,406	)		(1,967	)
Other income (expenses):
Loss on change in fair value of derivative		(8,148	)		(2,442	)
Interest expense		(34	)		(112	)
Interest expense - related party		(835	)		(632	)
Interest expense		(835	)		(632	)
Total other expense, net		(9,017	)		(3,186	)
Net loss	$	(11,423	)	$	(5,153	)
	2026			2025
---	---	---	---	---	---	---
	For the nine months ended March 31,
	2026			2025
Gaming revenues	$	178		$	18
Costs of gaming revenue		874			347
Net gaming loss		(696	)		(329	)
Operating expenses:
Salaries and wages		4,201			2,958
Depreciation and amortization		313			955
Sales and marketing		561			920
General and administrative		1,900			2,096
Impairment of developed technology and tradename		-			5,909
Total operating expenses		6,975			12,838
Loss from Operations		(7,671	)		(13,167	)
Other income (expenses):
Gain (loss) on change in fair value of derivative		2,945			(415	)
Interest expense		(144	)		(367	)
Interest expense - related party		(2,267	)		(2,475	)
Interest expense		(2,267	)		(2,475	)
Total other income (expense), net		534			(3,257	)
Net loss	$	(7,137	)	$	(16,424	)

| F-8 |

| --- |

During the nine months ended March 31, 2026, the Company evaluated initiatives outside of its core sports wagering operations, including non-gaming digital entertainment opportunities. These initiatives have not generated revenue and were not material to the Company’s financial position or results of operations. Accordingly, the Company continues to report as one operating segment.

Useof Estimates

The preparation of the unaudited condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of contingent liabilities at the date of the unaudited condensed consolidated financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. Significant estimates and assumptions reflected in the unaudited condensed consolidated financial statements relate to and include, but are not limited to, the valuation of debt and equity instruments, the valuation and expensing of equity awards, accounting for contingencies and uncertainties, purchase price allocations, including fair value estimates of intangible assets, the estimated useful lives of fixed assets and intangible assets, internally developed software costs and accrued expenses.

GoingConcern

The

Company’s unaudited condensed consolidated financial statements are prepared using the accrual method of accounting in accordance with U.S. GAAP and have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities in the normal course of business. The Company has an accumulated deficit of $70.3 million as of March 31, 2026, a loss from operations of $7.7 million and had negative cash flows of $7.2 million for the nine months ended March 31, 2026. These conditions raise substantial doubt about the entity’s ability to continue as a going concern for a period of one year from the issuance of these unaudited condensed consolidated financial statements.

The Company is dependent upon, among other things, achieving a level of profitable operations and receiving additional cash infusions including securing additional lines of credit and raising additional capital through placement of preferred and/or common stock in order to implement its business plan. There can be no assurance that the Company will be successful in order to continue as a going concern. The Company has historically funded its operations by securing a related party line of credit, a related party note payable, a note payable, issuing preferred stock, and issuing common stock through private placements.

We cannot be certain that capital will be provided when it is required or in amounts sufficient to meet our operating requirements. Management believes the existing shareholders, the prospective new investors, and future sales will provide the additional cash needed to meet the Company’s obligations as they become due and will allow the Company to execute its business strategy. No assurance can be given that any future financing will be available or, if available, that it will be on terms that are satisfactory to the Company. Even if the Company is able to obtain additional financing, it may contain restrictions on our operations, in the case of debt financing, or cause substantial dilution for our stockholders, in the case of equity financing.

Cashand Equivalents

The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents. Cash includes amounts deposited in financial institutions in excess of insurable Federal Deposit Insurance Company (FDIC) limits. At times throughout the year, the Company may maintain cash balances in certain bank accounts in excess of FDIC limits. As of March 31, 2026, the Company’s cash balances were below the FDIC limits. The Company has not experienced any losses in such accounts and believes it is not exposed to any significant credit risk in these accounts.

| F-9 |

| --- |

CashReserved for Users

The

Company maintains separate bank accounts to segregate users’ funds from operational funds. User funds are held by VIP Play TN, LLC, which was organized for the purpose of protecting users’ funds in the event of creditor claims. As of March 31, 2026 and June 30, 2025, approximately $60 thousand and $277 thousand was reserved for users.

Equipment

Equipment is stated at cost, less accumulated depreciation and amortization. Depreciation is calculated using the straight-line method over the asset’s estimated useful life. Expenditures for maintenance and repairs are expensed as incurred. When retired or otherwise disposed of, the related carrying value and accumulated depreciation are removed from the respective accounts, and the net difference less any amount realized from the disposition is reflected in earnings. Estimated useful lives are as follows:

SUMMARY

OF PLANT AND EQUIPMENT ESTIMATED USEFUL LIVES

Equipment	3 to 5 years

Intangibleassets include internally developed software and website development costs, software licenses and gaming licenses

Internally developed software and website development and software licenses are stated at cost, less accumulated amortization on the condensed consolidated balance sheets. Amortization is calculated using the straight-line method over the asset’s estimated useful life. The capitalization policy for the company is to capitalize intangible assets greater than $5 thousand. Expenditures for maintenance and repairs are expensed as incurred. When retired or otherwise disposed of, the related carrying value and accumulated depreciation are removed from the respective accounts and the net difference less any amount realized from the disposition is reflected in earnings.

Estimated useful lives are as follows:

SUMMARY

OF ESTIMATED LIVES OF INTANGIBLE ASSETS

Internally developed software and website development	3 years
Software licenses	3 years
Gaming licenses	Indefinite

InternallyDeveloped Software and website development

Internally developed software and website development primarily relates to the design and development of sports betting software for online sportsbook and for our customer engagement platform. Software that is developed for internal use is accounted for pursuant to the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Sub-topic 350-40, Intangibles, Goodwill and Other—Internal-Use Software. Qualifying costs incurred to develop internal-use software are capitalized when (i) the preliminary project stage is completed, (ii) management has authorized further funding for the completion of the project and (iii) it is probable that the project will be completed and perform as intended. These capitalized costs include compensation for employees who develop internal-use software and external costs related to development of internal use software. Capitalization of these costs ceases once the project is substantially complete and the software is ready for its intended purpose. Internally developed software is amortized using the straight-line method over the estimated useful life of the software. Significant upgrades or enhancements are amortized over the remaining useful life of the software upon implementation unless the significant upgrade or enhancement separately results in a distinctly new functionality that would extend the life of the asset. All other expenditures, including those incurred in order to maintain an intangible asset’s current level of performance, are expensed as incurred. When intangible assets are retired or disposed of, the cost and accumulated amortization thereon are removed, and any resulting gain or losses are included in the condensed consolidated statements of operations.

During the nine months ended March 31, 2026, the Company paid $23 thousand to acquire non-gaming intangible assets. None of the assets had been placed into service at March 31, 2026, and accordingly, no amortization had been recorded.

| F-10 |

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Gaminglicenses

Certain costs, generally legal and professional fees, are required to attain jurisdictional gaming licenses in order to legally operate our core sports betting business. Gaming licenses, with indefinite useful lives, are tested at least on an annual basis as to the assets that have been impaired. Intangible assets determined to have an indefinite useful life are not amortized. Gaming licenses are assets that are determined to have an indefinite useful life are not amortized and are included in intangible assets on the condensed consolidated balance sheets. Annual gaming license fees and legal and professional fees required to maintain the licenses are recorded as period costs in the condensed consolidated statement of operations.

Softwarelicense

During the nine months ended March 31, 2026, the Company paid $45 thousand related to a non-gaming perpetual license to utilize a third-party customer engagement digital application, which was recorded as an intangible asset. Although the license is perpetual in contractual term, management is assessing whether the asset has a finite or indefinite useful life. Management currently believes the asset may have a finite useful life because the underlying technology could become obsolete or replaced by newer platforms over time. The Company will finalize its useful life determination upon completion of its assessment and will amortize the asset if a finite life is determined, or test it for impairment annually if deemed to have an indefinite life.

Impairmentof Long-Lived Assets

Intangible assets are amortized utilizing the straight-line method over their remaining economic useful lives. The Company reviews long-lived assets and intangible assets for potential impairment annually and when events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. In the event the expected undiscounted future cash flows resulting from the use of the asset is less than the carrying amount of the asset, an impairment loss is recorded equal to the excess of the asset’s carrying value over its fair value. If an asset is determined to be impaired, the loss is measured based on quoted market prices in active markets, if available. If quoted market prices are not available, the estimate of fair value is based on various valuation techniques, including a discounted value of estimated future cash flows. In the event that management decides to no longer allocate resources to an asset, an impairment loss equal to the remaining carrying value of the asset is recorded. The Company did not record any impairment charges related to intangible assets during the three and nine months ended March 31, 2026 and 2025.

LeaseCommitments

ASC Topic 842 provides for certain practical expedients when adopting the guidance. The Company elected to apply the short-term lease exception; therefore, the Company will not record a right of use (“ROU”) asset or corresponding lease liability for leases with an initial term of twelve months or less that are not reasonably certain of being renewed and instead will recognize a single lease cost allocated over the lease term, generally on a straight-line basis.

On February 4, 2024, the Company entered into a lease for office space in Sarasota, Florida. The lease expired on February 1, 2025 and was continued on a month-to-month basis until June 2025.

On June 18, 2025, the Company entered into a month-to-month lease for office space in Las Vegas, Nevada.

Total rental expense for the three months ended March 31, 2026 and 2025 was $1 thousand and $4 thousand, respectively. Total rental expense for the nine months ended March 31, 2026 and 2025 was $6 thousand and $43 thousand, respectively.

| F-11 |

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FairValue of Financial Instruments

The Company recognized the fair value of financial instruments in accordance with FASB ASC Topic 820, Fair Value Measurements and Disclosures, “Fair Value Measurements”, which provides a framework for measuring fair value under U.S. GAAP. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The standard also expands disclosures about instruments measured at fair value and establishes a fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The standard describes three levels of inputs that may be used to measure fair value:

Level 1 - Quoted prices for identical assets and liabilities in active markets;

Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly, such as quoted market prices for similar assets and liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the asset or liability.

Level 3 - Unobservable inputs that are supported by little to no market activity.

The Company’s derivative liabilities are carried at fair value and are classified as Level 3 liabilities.

The Company’s financial instruments consist principally of cash, prepaid expenses, accounts payable, accrued expenses, related party notes payable, related party line of credit, and notes payable approximate the fair value because of their short maturities.

The Company’s Derivative liabilities are determined based on Level 3 inputs, which are significant and unobservable and have the lowest priority. There were no transfers into or out of Level 3 during the three or nine months ended March 31 2026, or 2025.

(inthousands)

SCHEDULE

OF DERIVATIVE LIABILITIES

Description	Total fair <br> value at <br> March 31, 2026		Quoted prices <br> in Active <br> markets (level 1)		Significant other <br> observable inputs <br> (level 2)		Significant <br> unobservable <br> inputs (level 3)
Derivative liability (1)	$	8,335	$	-	$	-	$	8,335
Description	Total fair <br> value at <br> June 30, 2025		Quoted prices <br> in Active <br> markets (level 1)		Significant other<br><br> observable inputs<br><br> (level 2)		Significant<br><br> unobservable<br><br> inputs (level 3)
---	---	---	---	---	---	---	---	---
Derivative liability (1)	$	11,226	$	-	$	-	$	11,226
(1)	The<br> Company has estimated the fair value of these derivatives using the Monte-Carlo simulation model.
---	---

Fair value estimates are made at a specific measurement date based on market conditions and information available to market participants at that time. These estimates are subjective in nature and involve uncertainties and matters of significant judgment and therefore cannot be determined with precision. Changes in assumptions could transfer a liability in an orderly transaction between willing and able maker participants. In general, the Company’s policy in estimating fair values is to first look at observable market prices for the identical assets and liabilities in active markets, where available. When these are not available other inputs used to model fair value such as prices of similar instruments, yield curves, volatilities., prepayment speeds, default rates credit spreads, rely first on observable data from active markets. Depending on the availability of observable inputs and prices, different valuation models could produce materially different fair value estimates. The values presented may not represent future fair value as discussed above.

| F-12 |

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DerivativeLiabilities

The

Company accounts for derivative instruments in accordance with FASB ASC Topic 815, “Derivatives and Hedging” and all derivative instruments are reflected as either assets or liabilities at fair value in the balance sheet. The Company uses estimates of fair value to value its derivative instruments. Fair value is defined as the price to sell an asset or transfer a liability in an orderly transaction between willing and able market participants. In general, the Company’s policy in estimating fair values is to first look at observable market prices for identical assets and liabilities in active markets, where available. When these are not available, other inputs are used to model fair value such as prices of similar instruments, yield curves, volatilities, prepayment speeds, default rates, and credit spreads, relying first on observable data from active markets. Depending on the availability of observable inputs and prices, different valuation models could produce materially different fair value estimates. The values presented may not represent future fair values and may not be realizable. The Company categorizes its fair value estimates in accordance with FASB ASC Topic 820 based on the hierarchical framework associated with the three levels of price transparency utilized in measuring financial instruments at fair value as discussed above. As of March 31, 2026, and June 30, 2025, the Company had a derivative liability of $8.3 million and $11.2 million, respectively.

PlayersLiabilities

Players liabilities were comprised of players betting deposits and contestant prize winnings for promotional events. During the nine months ended March 31, 2026, the Company retitled the balance sheet caption previously labeled “players balances” to “players liabilities” to better reflect the nature of the amounts presented. This change in caption did not affect the recognition, measurement, or classification of any amounts in the unaudited condensed consolidated financial statements.

As

per the Tennessee Sports Wagering Council, the Company is required to maintain a reserve in the form of cash, cash equivalents and/or irrevocable letter of credit along with a required $500 thousand Surety Bond (see Note 12) of not less than the players liabilities balance at any given day. As of March 31, 2026, the Company had sufficient coverage for these liabilities as per the requirements of the state of Tennessee.

RevenueRecognition

The Company records revenue in accordance with ASC Topic 606, Revenue from Contracts with Customers (“ASC Topic 606”). ASC Topic 606 requires companies to recognize revenue in a way that depicts the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. In addition, the standard requires more detailed disclosures to enable readers of the unaudited condensed consolidated financial statements to understand the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers.

The Company determines revenue recognition through the following steps:

●	Identify<br> the contract, or contracts, with the customer;
●	Identify<br> the performance obligations in the contract;
●	Determine<br> the transaction price;
●	Allocate<br> the transaction price to performance obligations in the contract; and
●	Recognize<br> revenue when, or as, the Company satisfies performance obligations by transferring the promised good or services.

The Company provides online sportsbook betting services with its technical infrastructure to its direct customers. Sportsbook or sports betting involves a user wagering money on an outcome or series of outcomes occurring. When a user’s wager wins, the Company pays the user a pre-determined amount known as fixed odds. Sportsbook revenue is generated by setting odds such that there is a built-in theoretical margin in each sports wagering opportunity offered to users. Sportsbook revenue is generated from users’ wagers net of payouts made on users’ winning wagers and incentives awarded to users. Each wager placed by a user creates a single performance obligation for the Company. The performance obligation is satisfied once the event wagered on has been completed. Any unsettled wagers are recorded as players liabilities. Any gaming or gaming related incentives are recorded as a reduction of the transaction price prior to any allocation to the performance obligations. Net gaming revenue is the aggregate of gaming wins and losses based on results of each event that customers wager bets on as well as gaming and gaming related incentives.

| F-13 |

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Costof Revenue

Cost of revenue consists primarily of variable costs, principally recurring online platform costs directly associated with revenue-generating activities including payment processing and supporting technology costs, web hosting, regulatory compliance software, Sports Betting privilege taxes and federal excise taxes on wagers.

Stock-basedCompensation

The Company records stock-based compensation in accordance with FASB ASC Topic 718 “Compensation-Stock Compensation”, using the fair value method. All transactions in which services are the consideration received for the issuance of equity instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable.

The Company accounts for Stock-based compensation awards issued to non-employees for services as prescribed by ASC Topic 718, at either the fair value of the services rendered or the instruments issued in exchange for such services, whichever is more readily determinable, using the measurement date guidelines enumerated in Accounting Standards Update (“ASU”) 2018-07, Nonemployee Share-Based Payments.

The Company uses the Black Scholes pricing model to calculate the fair value of stock-based awards. This model is affected by the Company’s stock price as well as assumptions regarding a number of subjective variables. These subjective variables include, but are not limited to, the Company’s expected stock price volatility over the term of the awards, and actual projected employee stock option exercise behaviors. The value of the portion of the award that is ultimately expected to vest is recognized as an expense in the condensed consolidated statement of operations over the requisite service period.

Salesand Marketing

Sales

and marketing expenses consist primarily of expenses associated with advertising and costs related to free to play contests. Advertising costs are expensed as incurred and are included in sales and marketing expense in our unaudited condensed consolidated statements of operations. Advertising costs include those costs associated with communicating with potential customers and generally use some form of media, such as internet, radio, print, television, or billboards. Advertising costs also include costs associated with strategic league and team partnerships. During the three months ended March 31, 2026 and 2025, advertising costs were $124 thousand and $412 thousand, respectively. During the nine months ended March 31, 2026 and 2025, advertising costs were $561 thousand and $920 thousand, respectively.

Generaland Administrative

General and administrative expenses consist of costs not related to sales and marketing, product and technology or revenue. General and administrative costs include professional services (including legal, regulatory, audit and accounting), rent and facilities maintenance, contingencies and insurance.

IncomeTaxes

The Company accounts for income taxes under an asset and liability approach. This process involves calculating the temporary and permanent differences between the carrying amounts of the assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. The temporary differences result in deferred tax assets and liabilities, which would be recorded on the Company’s condensed consolidated balance sheet in accordance with ASC Topic 740, which established financial accounting and reporting standards for the effect of income taxes. The Company must assess the likelihood that its deferred tax assets will be recovered from future taxable income, and, to the extent the Company believes that recovery is not likely, the Company must establish a valuation allowance. Changes in the Company’s valuation allowance in a period are recorded through the income tax provision on the condensed consolidated statements of operations.

| F-14 |

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ASC Sub-topic 740-10 clarifies the accounting for uncertainty in income taxes recognized in an entity’s unaudited condensed consolidated financial statements and prescribes a recognition threshold and measurement attributes for financial statement disclosure of tax positions taken or expected to be taken on a tax return.

Under ASC Sub-topic 740-10, the impact of an uncertain income tax position on the income tax return must be recognized at the largest amount that is more likely than not to be sustained upon audit by the relevant taxing authority. An uncertain income tax position will not be recognized if it has less than a 50% likelihood of being sustained. Additionally, ASC Sub-topic 740-10 provides guidance on derecognition, classification, interest, and penalties, accounting in interim periods, disclosure, and transition. As a result of the implementation of ASC Sub-topic 740-10, the Company recognized no material adjustment in the liability for unrecognized income tax benefits.

Based on the uncertainty of future pre-tax income, we fully reserved our net deferred tax assets as of March 31, 2026 and June 30, 2025. In the event we were to determine that we would be able to realize our deferred tax assets in the future, an adjustment to the deferred tax asset would increase income in the period such determination was made. The provision for income taxes represents the net change in deferred tax amounts, plus income taxes paid or payable for the current period.

We follow U.S. GAAP related accounting for uncertainty in income taxes, which provisions include a two-step approach to recognizing, de-recognizing and measuring uncertainty in income taxes. As a result, we did not recognize a liability for unrecognized tax benefits. As of March 31, 2026 and June 30, 2025, we had no unrecognized tax benefits.

Earnings(Loss) per Share

Basic net earnings (loss) per common share is computed by dividing net income (loss) by the weighted average number of vested common shares outstanding during the period. Diluted net income per common share is computed by dividing net income by the weighted average number vested of common shares, plus the net impact of common shares (computed using the treasury stock method for warrants and stock options and the if-converted method for convertible instruments), if dilutive, resulting from the exercise of dilutive securities. In periods when losses are reported, the weighted-average number of common shares outstanding excludes common stock equivalents because their inclusion would be anti-dilutive. As of March 31, 2026 and June 30, 2025, the Company excluded the common stock equivalents summarized below, which entitle the holders thereof to ultimately acquire shares of common stock, from its calculation of earnings per share, as their effect would have been anti-dilutive.

SCHEDULE OF EARNINGS (LOSS) PER SHARE ANTI-DILUTIVE

	For the nine <br> months ended <br> March 31, 2026		For the year <br> ended <br> June 30, 2025
Stock Options		2,580,063		6,039,740
Series B Preferred Shares		1,169,300		1,169,300
Warrants		10,101,283		10,050,000
Shares issuable upon conversion of convertible notes		750,000		1,416,667
Shares issuable upon conversion of line of credit		75,326,632		35,409,543
Total potentially dilutive shares		89,927,278		54,085,250

RecentAccounting Pronouncements

In December 2023, the FASB issued ASU 2023-09, “Improvements to Income Tax Disclosures” (“ASU 2023-09”) to enhance the transparency and decision-usefulness of income tax disclosures, particularly in the rate reconciliation table and disclosures about income taxes paid. ASU 2023-009 applies to all entities subject to income taxes. The Company adopted the standard on July 1, 2025. The adoption of this standard did not have a material impact on its unaudited condensed consolidated financial statements other than enhanced disclosures.

In November 2024, the FASB issued ASU 2024-03, “Income Statement: Reporting Comprehensive Income— Expense Disaggregation Disclosures,” ASU 2024-03 requires more detailed information about specified categories of expenses (purchases of inventory, employee compensation, depreciation, amortization, and depletion) included in certain expense captions presented on the face of the income statement, as well as disclosures about selling expenses. ASU 2024-03 is effective for fiscal years beginning after December 15, 2026 and for interim periods within fiscal years beginning after December 15, 2027. Early adoption is permitted. The amendments may be applied either (1) prospectively to unaudited condensed consolidated financial statements issued for reporting periods after the effective date of ASU 2024-03 or (2) retrospectively to all prior periods presented in the unaudited condensed consolidated financial statements. The Company is currently evaluating this guidance to determine the impact it may have on its unaudited condensed consolidated financial statements disclosures.

| F-15 |

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In July 2025, the FASB issued ASU 2025-05, “Measurement of Credit Losses for Accounts Receivable and Contract Assets” to provide a practical expedient related to the estimation of expected credit losses for current accounts receivable and current contract assets that arise from transactions accounted for under ASC Topic 606. For all entities, the amendments in ASU 2025-05 are effective for annual reporting periods beginning after December 15, 2025 and interim periods within those annual reporting periods. Early adoption is permitted. The Company is currently evaluating the impact of this new guidance on its unaudited condensed consolidated financial statements. The adoption of ASU 2025-05 is not expected to have a significant impact on the Company’s annual audited consolidated financial statements.

In September 2025, the FASB issued ASU 2025-06, “Intangibles - Goodwill and Other - Internal-Use Software” to modernize the accounting for software costs. For all entities, the amendments in ASU 2025-06 are effective for annual reporting periods beginning after December 15, 2027 and interim periods within those annual reporting periods. Early adoption is permitted as of the beginning of an annual reporting period. The Company is currently evaluating the impact of this new guidance on its unaudited condensed consolidated financial statements. The adoption of ASU 2025-06 is not expected to have a significant impact on the Company’s annual audited consolidated financial statements.

Management does not believe that any other recently issued, but not yet effective, accounting standard if currently adopted would have a material effect on the accompanying unaudited condensed consolidated financial statements.

Correctionof Prior Period Error

See Note 2 – Correction of Immaterial Error Related to Prior Periods for a discussion of the correction of a prior period error and the revision of comparative financial information presented in these unaudited condensed consolidated financial statements.

NOTE

2 — CORRECTION OF IMMATERIAL ERROR RELATED TO PRIOR PERIODS

During the quarter ended December 31, 2025, management identified an error related to the accounting for convertible promissory notes issued in September 2023. Specifically, while the embedded conversion features were appropriately bifurcated and recorded as derivative liabilities at issuance, the related debt discount was not amortized to interest expense over the contractual term of the notes as required under U.S. GAAP.

The error resulted in an understatement of non-cash interest expense and an understatement of convertible notes, net in previously issued interim and annual financial statements beginning with the quarter ended September 30, 2023.

Management evaluated the error in accordance with SEC Staff Accounting Bulletin No. 99 (“SAB 99”) and SEC Staff Accounting Bulletin No. 108 (“SAB 108”). Although the error was determined to be immaterial to each previously issued reporting period, management concluded that correcting the error solely through a cumulative catch-up adjustment in the current period would result in significant fluctuations in comparative period amounts and materially affect the comparability of the current period financial statements. Accordingly, prior period comparative financial information presented herein has been revised.

| F-16 |

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Impact on Consolidated Statements of Operations

The following tables present the impact of the correction on the Company’s previously reported consolidated statements of operations:

SCHEDULE

OF IMPACT ON CONSOLIDATED STATEMENTS OF OPERATIONS

Three Months Ended March 31, 2025

(in thousands except share data)	As Previously Reported			Adjustment			As Revised
Interest Expense		43			69			112
Net Loss		(5,084	)		(69	)		(5,153	)
Loss per Share (Basic)		(0.07	)		-			(0.07	)
Loss per Share (Diluted)		(0.07	)		-			(0.07	)

Nine Months Ended March 31, 2025

(in thousands except share data)	As Previously Reported			Adjustment			As Revised
Interest Expense		160			207			367
Net Loss		(16,217	)		(207	)		(16,424	)
Loss per Share (Basic)		(0.22	)		(0.01	)		(0.23	)
Loss per Share (Diluted)		(0.22	)		(0.01	)		(0.23	)

Impact on Consolidated Balance Sheet

The following table presents the impact of the correction on the Company’s consolidated balance sheet as of June 30, 2025:

SCHEDULE

OF IMPACT ON CONSOLIDATED BALANCE SHEET

(in thousands)	As Previously Reported			Adjustment			As Revised
Convertible Notes, Net		85			742			827
Accumulated Deficit		(62,386	)		(742	)		(63,128	)
Total Liabilities		(34,778	)		(742	)		(35,520	)

Impact on Consolidated Statement of Cash Flows

The following tables present the impact of the correction on the Company’s previously reported consolidated statement of cash flows:

Nine Months Ended March 31, 2025

SCHEDULE

OF IMPACT ON CONSOLIDATED STATEMENT OF CASH FLOWS

(in thousands except share data)	As Previously Reported			Adjustment			As Revised
Net Loss		(16,217	)		(207	)		(16,424	)
Amortization of Debt Discount (Non-Cash)		-			207			207
Net Cash Used in Operating Activities		(7,819	)		-			(7,819	)

| F-17 |

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NOTE

3 - INTANGIBLE ASSETS

As of March 31, 2026, intangible assets consisted of the following:

(inthousands)

SCHEDULE OF INTANGIBLE ASSETS

	Estimated <br> Useful	Remaining <br> Weighted Average
	Life	Useful Life	June 30, 2025			Additions			Impairments		March 31, 2026
Developed technology – Gaming – gross carrying value	3 years	2.10 years	$	785		$	338		$	-	$	1,123
Developed Technology – Non Gaming – gross carrying value	3 years	3 years	$	-		$	23		$	-	$	23
License – Non Gaming	3 years	3 years		-		$	45		$	-	$	45
Accumulated amortization			$	(38	)	$	(313	)	$	-	$	(351	)
Total definite lived intangible assets			$	747		$	93		$	-	$	840
Gaming license	Indefinite	-	$	136		$	-		$	-	$	136
Total net intangibles			$	883		$	93		$	-	$	976

Subsequent

to the filing of our fiscal year 2025 Form 10-K, in September 2025, we identified that the previously reported Developed technology – Gaming – gross carrying value and related Accumulated amortization as of June 30, 2025 had each been overstated by $954 thousand due to assets that had been disposed of during fiscal year 2025.

We evaluated the error, both qualitatively and quantitatively, and determined that no prior interim or annual periods were materially misstated. We also evaluated whether the cumulative amount of the overstatement was material to our fiscal year 2026 results and concluded that it was not qualitatively or quantitatively material.

Accordingly,

we recorded an out-of-period adjustment of $954 thousand in the first quarter of fiscal year 2026 to reduce Developed technology – Gaming – gross carrying value and the related Accumulated amortization. The June 30, 2025 amounts presented in the table above include this adjustment.

Because the adjustment affected gross carrying value and accumulated amortization in equal and offsetting amounts, it had no impact on total net intangible assets, total assets, total liabilities, stockholders’ deficit, net loss, or cash flows for fiscal years 2025 or 2026.

Amortization

expense of intangible assets for the three months ended March 31, 2026, and 2025, was $125 thousand and $0, respectively. Amortization expense is included in the unaudited condensed consolidated statement of operations.

Amortization

expense of intangible assets for the nine months ended March 31, 2026, and 2025, was $313 thousand and $954 thousand, respectively. Amortization expense is included in the condensed consolidated statement of operations.

| F-18 |

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The estimated future amortization of intangibles subject to amortization at March 31, 2026 was as follows:

(inthousands)

SCHEDULE OF FUTURE AMORTIZATION OF INTANGIBLE

For the Years Ended June 30,	Amount
2026	$	100
2027		399
2028		341
Total	$	840

NOTE

4 - PLAYERS LIABILITIES

The

players liabilities were comprised of players betting deposits and contestant prize winnings for promotional events. Players liabilities were $80 thousand and $336 thousand as of March 31, 2026 and June 30, 2025, respectively.

NOTE

5 - CONVERTIBLE DEBT

On

August 23, 2023, the Company entered into a Convertible Note Purchase Agreement and a Convertible Promissory Note with an unrelated party in the principal amount of $200 thousand (“note A”). On August 28, 2023, the Company entered into a Convertible Note Purchase Agreement and a Convertible Promissory Note with another unrelated party in the principal amount of $500 thousand (“note B”). On September 1, 2023, the Company entered into a Convertible Note Purchase Agreement and a Convertible Promissory Note with a third unrelated party in the principal amount of $150 thousand (note “C”). Notes A, B, and C (collectively, the “Notes”) are part of a private convertible debt offering of up to $2.0 million the Company is undertaking to raise additional reserve funds required to cover increases in wagers. The outstanding principal under the Notes, which will accrue interest at a rate equal to twelve percent (12%) per annum, is due and payable in a single balloon payment by the Company on the date that is one year following the date of issuance of each of the Notes. Accrued interest is to be paid monthly in cash beginning the first month after the issuance of each of the Notes. The Company has no right to prepay all or any portion of the outstanding principal under the Notes prior to their maturity dates. The outstanding principal under the Notes and accrued and unpaid interest are convertible, at the sole discretion of the holders of the Notes, into shares of the Company’s common stock, par value $.001 per share, at a conversion price equal to 80% of the lowest price per share that the Company sells shares of its common stock during the period beginning with the date of issuance of each of the Notes until their respective maturity dates, and if no shares are sold in such period, at a conversion price equal to $1.00 per share. The number of conversion shares issuable upon the conversion of the Notes is subject to adjustment from time to time upon the occurrence of certain events such as stock splits or combinations and stock or other distributions of assets to equity holders.

In August 2024, the Notes were extended for an additional year from their respective maturity dates.

In

August 2025, Note A and Note C were amended and were extended through August 31, 2026 and Note B was amended and extended through October 1, 2025. The conversion options were amended on all of the Notes whereas the outstanding principal under the Notes and accrued and unpaid interest is convertible, at the sole discretion of the holders of the Notes, into shares of the Company’s common stock, par value $.001 per share, at a conversion price equal to the lower of $0.60 per share or an amount equal to 80% of the lowest price per share that the Company has sold shares of common stock in the last twelve-month period before the maturity date, provided, however that if no shares were sold during such twelve-month period, the conversion price shall be $0.60.

On

September 9, 2025, in connection with the Amended Convertible Note Purchase Agreements dated August 23, 2025, the Company entered into a Convertible Promissory Note with an unrelated party in the principal amount of $100 thousand (“Note D”). The outstanding principal under Note D, which will accrue interest at a rate equal to twelve percent (12%) per annum, is due and payable in a single balloon payment by the Company on September 8, 2026, the maturity date of Note D. Accrued interest is to be paid monthly in cash beginning October 23, 2025. The Company has no right to prepay all or any portion of the outstanding principal under Note D prior to the Maturity Date. The outstanding principal under Note D and accrued and unpaid interest is convertible, at the sole discretion of the holders of Note D, into shares of the Company’s common stock, par value $.001 per share, at a conversion price equal to the lower of $0.60 per share or an amount equal to 80% of the lowest price per share that the Company has sold shares of common stock in the last twelve-month period before the maturity date, provided, however that if no shares were sold during such twelve-month period, the Conversion price shall be $0.60. The number of Conversion Shares issuable upon the conversion of Note D is subject to adjustment from time to time upon the occurrence of certain events such as stock splits or combinations and stock or other distributions of assets to equity holders.

On

October 1, 2025, the principal balance of Note B ($500 thousand) was repaid.

| F-19 |

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At

March 31, 2026 and June 30, 2025, total principal, net of debt discount, of $423 thousand and $827 thousand was outstanding, respectively. Total interest expense of $14 thousand and $95 thousand was recognized for the three months ended March 31, 2026 and 2025, respectively. Total interest expense of $53 thousand and $284 thousand was recognized for the nine months ended March 31, 2026 and 2025, respectively

The

fair value of the embedded conversion features associated with the Notes upon issuance was approximately $765 thousand. In accordance with ASC Topic 815, the embedded conversion options were required to be bifurcated from the debt host contracts and accounted for as derivative liabilities, with a corresponding debt discount recorded and amortized to interest expense over the applicable contractual terms of the Notes.

As discussed in Note 2 – Correction of Immaterial Error Related to Prior Periods, the debt discount associated with the bifurcation of the conversion features was not properly amortized to interest expense in prior periods. During the nine months ended March 31, 2026, the Company corrected this error through a revision of prior-period comparative financial information, with the resulting adjustments reflected in interest expense for the applicable periods presented.

The

fair value of the conversion feature at March 31, 2026 and June 30, 2025 was $12 thousand and $509 thousand, respectively. The derivative liabilities are classified as Level 3 financial instruments. The conversion options were valued by the Company using a Monte Carlo model.

The following were the significant assumptions used in the Monte-Carlo model.

SCHEDULE OF SIGNIFICANT ASSUMPTIONS CONVERTIBLE DEBT

	Expected<br> volatility			Risk-free<br> interest rate			Expected<br> dividend  yield			Expected life<br><br> <br>(in years)
At<br> September 1, 2023		68.2	%		4.87	%		0	%		2.00

The Company performed a debt modification analysis as per ASC Sub-topic 470-50 at September 30, 2025, for the amendments to the Notes in September and concluded that the change in conversion terms did not result in a substantial modification, therefore the total amount of the modification noted above was not considered a debt extinguishment. As per ASC Sub-topic 470-50, the modification was recognized as a part of the change in fair value of the derivative liability. See Note 8. The new fair value of the derivative liability was recorded as a level 3 financial instrument. See Note 1. The conversion option was valued by the Company using the Monte-Carlo model in September 2025 as follows:

	Expected volatility			Risk-free interest rate			Expected dividend yield			Expected life <br>(in years)
At September 30, 2025		60.4	%		3.71	%		0	%		.92

NOTE

6 – NOTES PAYABLE AND NOTES PAYABLE - RELATED PARTY

As of March 31, 2026, and June 30, 2025, a principal amount of $30 thousand and $30 thousand, and accrued interest of $16 thousand and $13 thousand, respectively, is owed to Eagle Investment Group, LLC, a company controlled by Bruce Cassidy, as per a promissory note entered into on December 17, 2021. The interest expense for the three months ended March 31, 2026 and 2025, was $1 thousand and $1 thousand, respectively. The interest expense for the nine months ended March 31, 2026 and 2025, was $2 thousand and $2 thousand, respectively.

On

February 27, 2023, the Company entered into Stock Redemption and Purchase Agreement with John Linss, our former Chief Executive Officer and former member of the board of directors, and his wholly owned Corespeed, LLC for the purchase of Series C Convertible Preferred Stock owned by Linss’ Corespeed, LLC. See Note 8. The Company paid $300 thousand at the closing and entered into a promissory note (“Promissory Note”) with Mr. Linss for the remaining $1.7 million of the purchase price. The Promissory Note bears interest at a rate of 5% per annum, and requires the following payments: (i) no less than $850 thousand, in aggregate, of one or more payments is due by the 12-month anniversary of the Promissory Note; and (ii) a balloon payment for the balance of the Promissory Note is due by the earlier of the 24-month anniversary of the Promissory Note or five days after the Company’s common stock is listed for public trading on either the Nasdaq Stock Market, the New York Stock Exchange, or the NYSE American. On February 19, 2024, the Company entered into a first amendment to the $1.7 million Promissory Note with John Linss. As per the amendment, $425 thousand was paid on February 27, 2024 and equal monthly payments of principal and interest of $60 thousand shall be paid to Mr. Linss monthly, beginning on April 1, 2024 for a period of twenty-four months. The amended maturity date of the Promissory Note is the earliest of (a) April 1, 2026, (b) upon the occurrence of an uplisting, the fifth day after the occurrence of the uplisting, or (c) upon the occurrence of a change of control. All other terms of the original Promissory Note remain the same. The Company has evaluated this amendment and has deemed it a debt modification in accordance with the ASC Topic 470 guidance.

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The

outstanding principal balance at March 31, 2026, is $0, with the principal balance being paid in full during the three months ended March 31, 2026. The outstanding principal balance at June 30, 2025, was $511 thousand, with the full balance being classified as Note Payable on the balance sheet. The interest expense for the three months ended March 31, 2026 and 2025 is $3 thousand and $22 thousand respectively. The interest expense for the nine months ended March 31, 2026 and 2025 is $24 thousand and $79 thousand respectively.

On

May 24, 2025, the Company renewed a short-term note payable with the premium finance company to fund their technology services and cyber liability insurance. The total premiums, taxes and fees financed was $296 thousand at an annual percentage rate of 9.20%. After a down payment of $44 thousand was made upon execution of the Note, ten monthly payments remained in the amount of $26 thousand each. The balance of this Note was $0 as of March 31, 2026.

On

November 6, 2025, the Company entered into a short-term note payable with a premium finance company to fund their excess and surplus insurance. The total premiums, taxes and fees financed was $115 thousand at an annual percentage rate of 9.50%. After a down payment of $17 thousand was made upon execution of the Note, ten monthly payments remained in the amount of $10 thousand each. The balance of this Note was $59 thousand as of March 31, 2026 and six monthly payments remain.

NOTE

7- LINE OF CREDIT - RELATED PARTY

On

February 22, 2022, the Company entered into a discretionary non-revolving line of credit demand note with Excel Family Partners, LLLP (“Excel”), a related party controlled by our former Chief Executive Officer, initially for $250 thousand and later amended on multiple occasions. On February 24, 2023, the note was amended and restated to provide up to $4.0 million, bearing interest at 15% per annum, with Excel retaining sole discretion over advances and no reborrowing permitted. The amendment included a conversion option allowing Excel to convert all or part of the debt into common stock at 80% of the lowest recent issuance price (not less than $0.50), and warrants to purchase 4 million shares at $0.25 per share. The conversion option and warrants were valued using Monte Carlo and Black-Scholes models, respectively, and recorded as debt issuance costs.

Subsequent

amendments increased the facility to $5.0 million on July 18, 2023 and $10 million on September 14, 2023. Each amendment included warrants with similar terms and conversion features.

On

December 27, 2023, $10.4 million of indebtedness was converted into 25,916,632 shares of common stock at $0.40 per share. Subsequent to the conversion, on December 29, 2023, a new amendment was entered into to adjust the borrowing capacity to $2.0 million. This amendment also included warrants and conversion features.

In

August 2024, the facility was split into a $5.0 million discretionary revolving note (bearing interest at 12%) and a $4.1 million non-revolving note, both with conversion features.

On

March 31, 2025, the revolving note was amended to increase the borrowing capacity to $14.0 million, continuing under the same discretionary and conversion terms.

As

of March 31, 2026, outstanding borrowings under these notes totaled $28.1 million (June 30, 2025 – $19.6 million), with accrued interest of $3.9 million (June 30, 2025 – $1.7 million). Debt issuance costs of $7.6 million were recorded related to the conversion options and warrants, and were fully amortized by June 30, 2025.

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NOTE

8 – DERIVATIVE LIABILITIES

The Amended and Restated Discretionary Non-revolving Line of Credit Demand Notes and Convertible Promissory Notes contain conversion options that qualify for embedded derivative classification. The fair value of the liability is re-measured at the end of every reporting period and the change in fair value is reported in the condensed consolidated statement of operations as a gain or loss on change in fair value of derivatives.

The table below sets forth a summary of the changes in the fair value of the Company’s Level 3 financial liabilities for the nine months ended March 31, 2026:

SCHEDULE OF FAIR VALUE OF FINANCIAL LIABILITIES

(inthousands)

Balance at June 30, 2025	$	11,226
Embedded conversion feature on new convertible note issued during the period		54
Change in the fair value of the embedded conversion option		(2,945	)
Balance at March 31, 2026	$	8,335

The Company uses Level 3 inputs for its valuation methodology for the embedded conversion option liabilities as their fair values were determined by using Monte-Carlo model based on various assumptions.

Significant changes in any of these inputs in isolation would result in a significant change in the fair value measurement. As required, these are classified based on the lowest level of input that is significant to the fair value measurement. The following table shows the assumptions used in the calculations:

SCHEDULE OF FAIR VALUE MEASUREMENT ASSUMPTIONS

	Expected<br><br> <br>volatility		Risk-free<br><br> <br>interest<br> rate		Expected<br><br> <br>dividend<br> yield		Expected<br> life<br><br> <br>(in<br> years)
At June 30, 2025	55.40-56.40	%	3.92-4.07	%	0	%	0.84-1.17
At March 31, 2026	59.50-70.60	%	3.71-3.71	%	0	%	0.42-1.00

NOTE

9 - STOCKHOLDERS’ DEFICIT

The

Company is authorized to issue 475,000,000 shares of common stock, par value $0.001 per share, and 25,000,000 shares of preferred stock, of which 2,000,000 shares (par value $.001) have been designated as Series A Convertible Preferred Stock, 12,000 shares (par value $1.00) have been designated as Series B Convertible Preferred Stock and 6,700,000 shares (par value $.001) have been designated as Series C Convertible Preferred Stock.

The

Series A Convertible Preferred Stock has a liquidation preference of $0.10 per share, has super-voting rights of 100 votes per share. Each share of Series A may be converted into 100 shares of common stock at the option of the Holder thereof and without the payment of additional consideration by the Holder thereof, at any time, into shares of Common Stock at a conversion rate of one hundred (100) shares of Common Stock for every one (1) share of Series A Convertible Preferred Stock.

The

Series B Convertible Preferred Stock has a liquidation preference of $1.00 per share, has super-voting rights, and votes are determined by multiplying (a) the number of Series B shares held by such holder and (b) the conversion ratio, and each Series B share may be converted into 100 shares of common stock. Each Holder shall have the right to convert any of all of such Holder’s shares of Series B Preferred Stock into shares of common stock at the conversion ratio. Upon the closing of an underwritten, follow-on public offering of shares of the Company’s common stock with gross offering proceeds of not less than $6.0 million, each then-outstanding share of Series B Convertible Preferred Stock shall be automatically converted into shares of common stock at the conversion ratio without any affirmative action required of the Holder.

The

Series C Convertible Preferred Stock has a liquidation preference of $0.30 per share, plus a 6% per annum liquidation coupon compounded annually since the date of issuance paid only upon a liquidation event, have the right to vote for all matters submitted, including the election of directors, and all other matters as required by law. The Series C shares shall automatically convert into common stock by multiplying the number of Series C shares to be converted by the quotient obtained by dividing (x) the liquidation value by (y) the conversion value upon the date that is the earlier of (a) the closing date of an underwritten, follow-on public offering of shares of the Company’s common stock with gross offering proceeds of not less than $6.0 million; (b) the date the Company receives written notice from a holder of Series C shares of such holder’s desire and intention to convert all or some of such holder’s Series C shares; and (c) June 15, 2024.

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Series A Convertible Preferred Stock

During the nine months ended March 31, 2026 and 2025, there were no issuances of Series A Convertible Preferred Stock and as at March 31, 2026 and June 30, 2025, no shares were outstanding.

Series B Convertible Preferred Stock

During

the nine months ended March 31, 2026 and 2025, there were no issuances of Series B Convertible Preferred Stock. As of March 31, 2026 and June 30, 2025, 11,693 shares were outstanding.

Series C Convertible Preferred Stock

On

February 27, 2023, the Company entered into Stock Redemption and Purchase Agreement with John Linss, our former Chief Executive Officer and former member of the board of directors, and his wholly owned Corespeed, LLC for the purchase of the 3,313,333 shares of Series C Convertible Preferred Stock owned by Linss and Corespeed, LLC. The Company paid $300 thousand at the closing and entered into a promissory note with Mr. Linss for the remaining $1.7 million of the purchase price.

On

June 15, 2024, the board of directors approved the issuance of common shares upon conversion of all outstanding Series C Preferred Stock. A total of 2,799,443 shares of common stock was issued upon the conversion of 2,499,998 shares of Series C Preferred stock.

As of March 31, 2026 and June 30, 2025, no shares were outstanding.

Common Stock

During

the nine months ended March 31, 2026 and 2025, there were no issuances of Common Stock and at March 31, 2026 and June 30, 2025, 73,457,857 and 73,457,857 shares were outstanding, respectively.

On

September 20, 2024, the Company changed the par value of its common stock from $0.0001 to $0.001. This change did not affect the number of shares issued and outstanding. A $65 thousand reclassification was recorded between common stock and additional paid-in capital, with no impact on total equity or earnings.

NOTE

10 - STOCK OPTIONS AND WARRANTS

On April 10, 2023, the board of directors (the “Board”) approved the 2023 stock option plan (“2023 Plan”).

The 2023 Plan provides eligible participants with benefits consisting of one or more of the following: ISOs, NSOs, and bonuses in the form of our common stock (“Stock Bonuses”). The Board or a committee of directors will administer the 2023 Plan and determine what employees or officers will receive an award under the 2023 Plan. ISOs, which are intended to be compliant with Section 422 of the Internal Revenue Code, may be awarded only to our employees. NSOs and Stock Bonuses are not subject to Section 422 of the Internal Revenue Code and can be awarded to employees and non-employees.

The aggregate number of shares of our authorized but unissued common stock that can be awarded under the 2023 Plan is 5,960,000, whether in the form ISOs, NSOs, or Stock Bonuses (or a combination thereof). Awards can be issued under the 2023 Plan for ten years from the date the Board approved the 2023 Plan. ISOs may be exercised during a period no longer than ten years from the date of the award (five years for individuals who own more than 10% of the combined voting power of the Company). NSOs may be exercised for a maximum period of ten years from the date of the award.

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In

April 2023, the Board granted Incentive Stock Options (“ISOs”) and Non statutory Stock Options (“NSOs”) under the 2023 Plan to employees and advisors of the Company to purchase a total of 3,250,000 shares of our common stock at an exercise price of $0.50 per share (the “Awards”).

In

April 2025, the Board granted Incentive Stock Options (“ISOs”) and Non statutory Stock Options (“NSOs”) under the 2023 Plan to employees and advisors of the Company to purchase a total of 2,090,000 shares of our common stock at an exercise price of $0.62 per share (the “Awards”).

On

October 3, 2025, the Board approved an amendment to the 2023 Stock Option Plan to increase the aggregate number of shares of the Company’s authorized but unissued common stock that can be awarded under the plan from 5,960,000 shares to 18,250,000 shares. The share increase is subject to approval of stockholders within 12 months from the date of the Board’s approval.

On

February 13, 2026, the Board approved the grant of 3.7 million Incentive Stock Options (“ISOs”) and Non statutory Stock Options (“NSOs”) under the 2023 Plan with an exercise price of $0.37 per share (the “Awards”). These ISOs have not yet been granted as of March 31, 2026.

Below is a table summarizing the changes in stock options outstanding for the nine months ended March 31, 2026:

SCHEDULE OF CHANGES IN STOCK OPTIONS OUTSTANDING

	Number of<br> <br>Shares<br> <br>Underlying<br> <br>Outstanding<br> <br>Options			Weighted<br> <br>Average<br> <br>Remaining<br> <br>Contractual<br> <br>Life		Weighted<br> <br>Average<br> <br>Exercise<br> <br>Price		Intrinsic<br> <br>Value
Options outstanding as of June 30, 2025		3,372,639			7.59 years	$	0.56	$	-
Options exercisable as of June 30, 2025		1,366,042			5.22 years	$	0.51	$	-
Granted		-			-		-		-
Exercised		-			-		-		-
Forfeited or expired		(1,905,000	)		-		-	$	-
Options outstanding as of March 31, 2026		1,467,639			8.05 years	$	0.58	$	-
Options exercisable as of March 31, 2026		716,667			7.10 years	$	0.53	$	-

The Company utilized the Black-Scholes valuation model for estimating fair value of the options. Each grant was evaluated based upon assumptions at the time of the grant.

As

of March 31, 2026, all outstanding stock options were issued according to the Company’s 2023 Plan. There are 16,782,361 unissued shares of common stock available for future issuance under the 2023 Plan.

During

the three months ended March 31, 2026, the Company issued warrants to a third-party advisor as compensation for services pursuant to an advisory agreement. Under the agreement, the advisor is entitled to a monthly cash retainer of $10,000; however, the Company may elect to settle the monthly advisory fee through the issuance of warrants in lieu of cash compensation. For any month in which the Company elects equity settlement, the advisor receives warrants for such number of shares having a gross dollar value equal to $20,000, determined based on the closing market price of the Company’s common stock on the applicable grant date.

During the three months ended March 31, 2026, the Company elected to compensate the advisor through issuance of warrants rather than cash payments. Each monthly warrant tranche represents compensation for advisory services to be provided during the applicable monthly service period and vests independently on a month-by-month basis. The warrants are exercisable immediately upon vesting, expire five years from issuance, and contain provisions related to cashless exercise, anti-dilution adjustments, down-round protection, fractional share settlement, and beneficial ownership limitations.

During

the three months ended March 31, 2026, the Company issued warrants to purchase an aggregate of 51,283 shares of common stock with exercise prices determined based on the closing market price of the Company’s common stock on the applicable grant date. The Company recognized share-based compensation expense of approximately $10 thousand related to the warrants during the period, which was recorded within operating expenses with a corresponding increase to additional paid-in capital.

The Company evaluated the warrants under ASC 718, Compensation—Stock Compensation, ASC 480, Distinguishing Liabilities from Equity, and ASC 815-40, Derivatives and Hedging—Contracts in Entity’s Own Equity, and concluded the warrants qualify for equity classification. The Company determined that the warrants are indexed to the Company’s own stock and do not require or permit net cash settlement by the Company, other than de minimis cash settlement related to fractional shares. Additionally, the down-round protection feature qualifies for the scope exception under ASU 2017-11 and therefore does not preclude equity classification. As the warrants are classified as equity instruments, the awards are not subsequently remeasured after the applicable grant date.

The

Company measures each monthly warrant tranche at grant-date fair value using the Black-Scholes option pricing model. Significant assumptions utilized in the valuation include expected volatility, expected term, risk-free interest rate, expected dividend yield, and the market price of the Company’s common stock on the grant date. Expected volatility was estimated using the historical volatility of comparable publicly traded gaming and sports wagering companies over a period consistent with the expected term of the warrants. The weighted-average assumptions utilized in the Black-Scholes valuation model were as follows: expected volatility of 53.7%, expected term of 5.0 years, risk-free interest rate of 3.72%, and expected dividend yield of 0%.

The following table summarizes warrant activity for the three months ended March 31, 2026:

SCHEDULE OF WARRANT ACTIVITY

	Number of Warrants		Weighted Average Exercise Price
Outstanding – beginning of period		10,050,000	$	0.25
Granted		51,283	$	0.39
Exercised		—		—
Expired / Cancelled		—		—
Outstanding – end of period		10,101,283	$	0.25

As

of March 31, 2026, all outstanding warrants were exercisable and had a weighted average remaining contractual life of approximately 2.5 years.

NOTE

11 – RESTRICTED STOCK UNITS

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On October 3, 2025, the Board approved an amendment to the 2023 Stock Option Plan which adds the ability to issue Participants a new type of award called Restricted Stock Units (“RSUs”) that represent the right to receive shares of the Company’s common stock upon the satisfaction of vesting or other specified conditions. The addition of the ability to issue RSUs under the 2023 Plan is not subject to the approval of our stockholders.

In

connection with approval of the amendment the Board awarded Mr. Les Ottolenghi, Chief Executive Officer, Principal Executive Officer and President, 7,284,464 RSUs and Mr. John Dermody, VP of Operations, 500,000 RSUs.

The Restricted Stock Unit Agreement for Mr. Ottolenghi’s RSUs contains the following vesting schedule and conditions: (1) a four-year vesting schedule, whereby 1/16th of the 7,284,464 RSUs (i.e., 455,279 RSUs) will vest on the first day of each quarter, commencing on January 1, 2026; (2) 455,279 RSUs will be deemed to have vested immediately; and (3) acceleration of all vesting upon (A) a Sale Event, (B) a termination of Mr. Ottolenghi’s employment by us other than for Cause, death or Disability, or (C) Mr. Ottolenghi’s resignation with Good Reason; provided that the definitions of “Sale Event,” “Cause,” “Disability,” and “Good Reason” will use the meanings ascribed to such terms in Mr. Ottolenghi’s Employment Agreement with us.

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The Restricted Stock Unit Agreement for Mr. Dermody RSUs contains the following vesting schedule and conditions: (1) a four-year vesting schedule, whereby 1/16th of the 500,000 RSUs (i.e., 31,250 RSUs) will vest on the first day of each quarter, commencing on January 1, 2026; (2) 31,250 RSUs will be deemed to have vested immediately; and (3) acceleration of all vesting upon a Sale Event.

The Company accounts for stock-based compensation in accordance with ASC 718. Stock-based compensation expense is recognized over the requisite service period of the awards.

On

October 3, 2025, the Company granted 973,058 RSUs. Stock-based compensation expense related to RSUs was approximately $204 thousand for the nine months ended March 31, 2026 and is included in general and administrative expenses. As of March 31, 2026, unrecognized compensation cost related to unvested RSUs was approximately $1.4 million, which is expected to be recognized over a weighted-average period of 3.3 years.

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NOTE

12 - COMMITMENTS AND CONTINGENCIES

Commitments and Contingencies are as follows:

Surety Bond

During

May 2023, the Company was issued $0.5 million in an annual surety bond and during May 2024 and May 2025, this surety bond was renewed with the same terms. The surety bond is held for Tennessee Sports Wagering Council for use and benefit in order for the Company to satisfy state license requirements. There have been no claims against such bonds through March 31, 2026.

Agreement with sport betting services provider

On November 1, 2024 (and then amended on January 8, 2025), the Company entered into an agreement with a sports betting services provider. Pursuant to the terms of the Agreement, the provider has agreed to provide certain services to the Company to use through their software platform over which gaming and betting transactions with their customers are conducted, including back-office software, player account management software, geo-location software and/or services, e-wallet software and/or services, websites and mobile applications, any underlying operating software, mobile platforms, or other means of remote communication. The Services are to be provided on a non-transferable, non-sub-licensable and non-exclusive basis for a term of five years after the first live launch in respect of the business to consumer sports betting activities that we intend to carry out in certain states, countries or territories. The terms of the agreement call for two lump sum payments, as well as ongoing business fees calculated as a percentage of net gaming revenue that will vary based upon yearly gross gaming revenues commencing with the first live launch.

Operating agreement

On December 10, 2024, the Company entered into a Casino and Sportsbook Online Operations Agreement (“Operations Agreement”) dated as of December 9, 2024 with Wheeling Island Gaming, Inc., a Delaware corporation (“Operator”), that is the duly licensed owner and operator of the casino commonly referred to as Wheeling Island Hotel Casino Racetrack located near Wheeling, West Virginia.

The Operator is the holder of a license from the West Virginia Lottery Commission which permits Operator to operate, manage, administer, and make available online gaming services in West Virginia. Operator does not directly operate online gaming services in West Virginia, such as sports wagering and interactive wagering. Pursuant to the terms and conditions of the Operations Agreement, Operator has granted the Company the right to seek and obtain licenses from the appropriate governing authority to offer and operate interactive online gaming services in West Virginia via the Internet, mobile or other remote or electronic device or data network. Interactive gaming services covered by the Operations Agreement include online poker games, online casino games and online sports wagering.

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The initial term of the Operations Agreement is for ten years from the date on which the Company’s online gaming services are approved for users to play in accordance with West Virginia gaming laws. Provided that there is not a material breach then continuing by the Company under the Operations Agreement beyond any applicable notice and cure period, and the Operations Agreement has not otherwise been terminated in accordance with its terms, the Company has the right to renew the Operations Agreement.

The terms of the Operations Agreement call for a non-refundable fee to be paid in two equal installments, one within 30 business days from the Signing Date and the second within 90 business days from the Signing Date. The Operations Agreement also requires the Company to pay Operator a percentage of their annual net gaming revenue, minus a minimum annual revenue guarantee payment to be paid in equal quarterly installments.

On March 31, 2025, the Company’s online gaming services were approved for users to play in the state of West Virginia, however, as of March 31, 2026, the West Virginia Lottery Commission had not yet approved the Operations Agreement.

On October 24, 2025, the Company received a notice of termination under its West Virginia market access Agreement and a demand for an early termination fee. The Company disputes the validity of the termination and the associated fee demand. The Company completed mediation with the counterparty; however, the parties did not reach a resolution, and settlement discussions remain ongoing. As of the date of this filing, the outcome of the matter is not determinable, and no liability has been recorded. The Company cannot reasonably estimate the likelihood or amount of any potential loss at this time.

Player Account Management Services Agreement

On February 7, 2025, the Company entered into a Player Account Management Services Agreement for a term of four years to enhance its online gaming platform offerings. The terms of the agreement call for a combination of upfront fees as well as monthly platform fees that will vary based upon monthly net gaming revenues.

Software defect

In

August, 2025, the Company encountered a software defect (the “Defect”) impacting its internal information technology (“IT”) infrastructure and applications. Upon detecting the Defect, the Company promptly took steps to contain and remediate the Defect and initiated an investigation. The Defect has been addressed and corrected. Based on the Company’s investigation findings to date, the Defect resulted in unauthorized player withdrawals that were processed by the Company’s external payment processor vendor in the amount of approximately $200 thousand. The Company has notified applicable regulators as required and is in the process of recouping these funds from the implicated individuals in accordance with applicable law. As of the date of this filing, the Company has recouped approximately $30 thousand of these unauthorized withdrawals. The Company remains committed to pursuing recovery through available legal channels and continues to evaluate and pursue claims against the individuals involved. Due to the uncertainty inherent in these efforts, the Company cannot reasonably estimate the timing or amount of any additional recoveries that may ultimately be realized.

As of March 31, 2026, the Company has recorded player receivables related to this matter totaling approximately $84 thousand, net of a 50% collection allowance, within other current assets on the condensed consolidated balance sheet.

Legal matter contingencies

The Company believes, based on current knowledge and after consultation with counsel, that it is not currently party to any material pending proceedings, individually or in the aggregate, the resolution of which would have a material effect on the Company. Provisions for losses are established in accordance with ASC Topic 450, “Contingencies” when warranted. Once established, such provisions are adjusted when there is more information available about an event that occurs requiring a change.

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NOTE

13 - RELATED PARTY TRANSACTIONS

FormerChief Financial Officer:

On

February 19, 2024, the Company amended its $1.7 million promissory note with John Linss (former CFO and board member) and his wholly owned Corespeed, LLC. The amendment required a $425 thousand payment on February 27, 2024, with the remaining balance payable in 24 equal monthly installments of $60 thousand beginning April 1, 2024. The amended maturity date is the earlier of April 1, 2026, five days following an uplisting, or upon a change of control. The principal balance of this note was repaid in full during the three months ended March 31, 2026.

ExcelFamily Partners (Bruce Cassidy – related party):

The

Company maintains a series of discretionary non-revolving and revolving line of credit demand notes with Excel Family Partners, LLLP (“Excel”), a related party controlled by Bruce Cassidy (former CEO and current Chairman/Secretary). These notes have been amended and restated multiple times, increasing borrowing capacity from $2.0 million to $14.0 million. Each note is discretionary, non-committed, accrues interest at 12–15% per annum, and does not permit reborrowing once amounts are repaid.

The

notes include (i) conversion options permitting Excel to convert outstanding balances into common stock at 80% of the lowest issuance price in the preceding 24 months (not less than $0.50 per share), and (ii) warrants issued in connection with certain amendments ranging from 1.0 million to 4.0 million shares at $0.25 per share.

On

December 28, 2023, $10.4 million of indebtedness was converted into 25.9 million shares of common stock at $0.40 per share.

During

the nine months ended March 31, 2026 and 2025, the Company borrowed approximately $8.5 million and $8.5 million under the revolving facility, respectively.

Transactionswith Entities Under Common Control:

In

October 2025, the Company entered into arrangements with entities under common control, FuzeBox AI, Inc. and Eagle II, LLC, dba Loop TV, each of which is controlled by the Company’s majority shareholder and the Company’s CEO, to provide administrative, technology and operational support services. The Company recorded related-party receivables totaling $722 thousand, of which $595 thousand related to services provided to FuzeBox AI, Inc. and $127 thousand related to services provided to Loop TV. As of March 31, 2026, these amounts

remained outstanding and are included in related-party receivables on the accompanying unaudited condensed consolidated balance sheet.

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NOTE

14 - SUBSEQUENT EVENTS

In accordance with ASC Sub-topic 855-10, the Company has analyzed its operations subsequent to March 31, 2026, to the date these unaudited condensed consolidated financial statements were issued, and as of May 14, 2026, there were no other material subsequent events to disclose in these unaudited condensed consolidated financial statements with the exception of the events below.

Additionalborrowings:

Subsequent

to the period end, and through May 14, 2026, the Company borrowed an additional $944 thousand under the new Discretionary Non-Revolving Line of Credit Demand Note with Excel Family Partners, LLLP.

Warrants:

On April 6, 2026, the Company issued a warrant to a third-party advisor in connection with an advisory agreement. The warrant is exercisable for up to 66,667 shares of the Company’s common stock at an exercise price of $0.30 per share and has a term of five years from the date of issuance. On May 6, 2026, the Company issued a warrant to a third-party advisor in connection with an advisory agreement. The warrant is exercisable for up to 50,000 shares of the Company’s common stock at an exercise price of $0.40 per share and has a term of five years from the date of issuance. The warrants include customary provisions, including cashless exercise and anti-dilution adjustments, including a down-round feature.

The Company evaluated the warrants under ASC 480 and ASC 815-40 and concluded the warrants qualify for equity classification. Accordingly, the warrants will be accounted for as equity-classified share-based payment awards under ASC 718 and measured at grant-date fair value, with compensation expense recognized over the applicable service periods.

Discontinuanceof sports wagering operations:

Subsequent to March 31, 2026, the Company made the decision to discontinue its sports wagering operations. As of March 31, 2026, the Company’s wagering operations remained active, no formal plan of disposal had been implemented, and the Company had not notified the Tennessee Sports Wagering Council (“SWC”), which approval is required prior to initiating a wind-down of operations.

On April 6, 2026, the Company formally notified SWC of its intent to discontinue wagering operations. Following receipt of regulatory approval in mid-April 2026, the Company initiated wind-down activities, including the cessation of wagering operations and communication with customers and vendors.

As part of the wind-down process, the Company implemented a player withdrawal program requiring customers to withdraw account balances by May 10, 2026. The Company is in the process of settling remaining player liabilities and vendor obligations in connection with the wind-down.

In addition, the Company has begun transitioning certain operational activities and vendor relationships to affiliated entities under common control.

The decision to discontinue wagering operations represents a significant strategic shift and is expected to impact the Company’s future operations. However, because these events occurred subsequent to March 31, 2026, no adjustments have been made to the accompanying financial statements.

The Company is continuing to evaluate the financial reporting implications of the wind-down, including potential classification as discontinued operations in future periods.

Following the wind-down of our sportsbook operations, we intend to transition our business model toward enterprise-focused offerings, including artificial intelligence consulting services, development of a fan engagement and data intelligence platform, and data analytics and marketing optimization solutions

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Item2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Forward-LookingStatements

Certain statements, other than purely historical information, including estimates, projections, statements relating to our business plans, objectives, and expected operating results, and the assumptions upon which those statements are based, are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These forward-looking statements generally are identified by the words “believes,” “project,” “expects,” “anticipates,” “estimates,” “intends,” “strategy,” “plan,” “may,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions. We intend such forward-looking statements to be covered by the safe-harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995, and are including this statement for purposes of complying with those safe-harbor provisions. Forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties which may cause actual results to differ materially from the forward-looking statements. Our ability to predict results or the actual effect of future plans or strategies is inherently uncertain. Factors which could have a material adverse effect on our operations and future prospects on a consolidated basis include, but are not limited to: changes in economic conditions, legislative/regulatory changes, availability of capital, interest rates, competition, and generally accepted accounting principles. These risks and uncertainties should also be considered in evaluating forward-looking statements and undue reliance should not be placed on such statements. We undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events, or otherwise. Further information concerning our business, including additional factors that could materially affect our financial results, is included herein and in our other filings with the SEC.

Overview

VIP Play, Inc. (the “Company,” “we”, “us” and “our”), formerly known as KeyStar Corp. prior to September 20, 2024, was incorporated on April 16, 2020, under the laws of the State of Nevada. We are a mobile technology company that has historically focused on delivering digital sports wagering experiences through a proprietary, cloud-native platform.

We previously operated a mobile sportsbook platform in Tennessee, where we were licensed to offer mobile sports betting. In West Virginia, we previously received interim approval for an iGaming and mobile sports betting license in connection with a potential expansion of our gaming operations; however, operations never commenced, and the interim approval has since expired.

Subsequent to March 31, 2026, we initiated a wind-down of our sports wagering operations following regulatory approval from the Tennessee Sports Wagering Council (“SWC”). These operations represent substantially all of our historical revenue. We expect to complete the wind-down of these operations by the end of May 2026.

In connection with this transition, we currently estimate that we will incur costs of $2.0 million to $2.5 million, primarily related to contractual termination costs associated with technology and service provider agreements. These estimates are preliminary and subject to change as the wind-down progresses.

Following the wind-down of our sportsbook operations, we intend to transition our business model toward enterprise-focused offerings, including artificial intelligence consulting services, development of a fan engagement and data intelligence platform, and data analytics and marketing optimization solutions.

We have limited operating history in these new business areas, and there can be no assurance that we will successfully execute this strategic transformation, develop commercially viable products, secure enterprise clients, or achieve profitability sufficient to replace our historical gaming revenue.

We expect this transition to negatively impact our near-term revenue and operating results and may result in a period of reduced or limited revenue as we develop our new business lines.

On December 10, 2024, we entered into a Casino and Sportsbook Online Operations Agreement with a license holder in West Virginia. This agreement granted us the right to seek and obtain licenses from the appropriate governing authority to offer and operate interactive online gaming services in West Virginia via the Internet, mobile or other remote or electronic device or data network. On March 31, 2025, we received interim approval on our West Virginia i-Gaming and Sports Wagering Management Service Provider License; however, operations never commenced in West Virginia, and the related Operations Agreement was not approved by the West Virginia Lottery Commission. The interim approval has since expired. Subsequent to March 31, 2026, in connection with the wind-down of our sports wagering operations, we are evaluating our plans with respect to West Virginia and related agreements, including certain contractual matters that remain in dispute. See Note 12 – Commitments and Contingencies.

Our product offering historically included a modern sportsbook with differentiated wager types, sweepstakes contests, and socially integrated features designed to enhance player engagement. We have operated in compliance with applicable regulatory frameworks in each jurisdiction.

We began operations in June 2023.

On May 7, 2025, we received regulatory approval from the state of Tennessee to launch our VIP Play brand application. On May 8, 2025, we began a “soft launch” of the VIP Play application and on May 12, 2025, we executed our official launch. The ZenSports brand and app were discontinued on April 28, 2025.

Our business is a mobile app and online-based technology platform with no demand for a physical storefront location. The website for our business is https://www.viplayinc.com. The information on our website is not incorporated by reference into this Quarterly Report. Our headquarters address is: 8400 W. Sunset Rd., Suite 300, Las Vegas, NV 89113. Our phone number is: (866) 783-9435.

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Resultsof Operations for the Three Months Ended March 31, 2026, and 2025

GamingRevenues and Costs of Revenues

For the three months ended March 31, 2026 and 2025, the Company generated gaming revenues of $102 thousand and $1 thousand, respectively. The $101 thousand increase in gaming revenues during the 2026 period was primarily attributable to increased operating activity following the launch of the Company’s VIP Play application in May 2025, including increased player engagement and deposit activity supported by expanded payment processing capabilities.

Revenue for the three months ended March 31, 2025 was minimal, reflecting reduced operating activity on the Company’s legacy platform. While the ZenSports application remained in service during the period, the Company had ceased further development and was transitioning to its new VIP Play application, which did not commence operations until May 2025.

For the three months ended March 31, 2026 and 2025, we had costs of revenues of $415 thousand and $143 thousand, respectively. Our costs of revenues increased by approximately $272 thousand during the three months ended March 31, 2026 as compared to the three months ended March 31, 2025 primarily due to increased costs related to platform fees incurred in connection with the new Player Account Management Services Agreement entered into in February 2025.

OperatingExpenses

Salaries and wages of $1.3 million were incurred during the three months ended March 31, 2026, compared to $956 thousand during the three months ended March 31, 2025. The approximately $385 thousand increase is primarily due to increased headcount, including 3 new executives in June 2025.

Depreciation and amortization for the three months ended March 31, 2026, and 2025 were $125 thousand and $1 thousand, respectively. The increase of approximately $124 thousand is primarily attributable to amortization of the Company’s internally developed VIP Play application, which was placed into service in May 2025. Prior to being placed into service, costs associated with the development of the application were capitalized and not subject to amortization.

Sales and Marketing for the three months ended March 31, 2026, and 2025 were $124 thousand and $412 thousand, respectively. The approximately $288 thousand decrease is principally related to a shift in marketing strategy toward lower-cost digital and social media channels during the current period, resulting in reduced overall marketing spend compared to the prior year period.

General and administrative expenses for the three months ended March 31, 2026 and 2025 were $503 thousand and $456 thousand, respectively. The increase of approximately $47 thousand was primarily attributable to higher accounting and audit fees, including incremental costs associated with the Company’s auditor transition and increased involvement of audit specialists related to the valuation of derivative liabilities. The increase was also related to a new advisory agreement entered into during the period.

OtherExpenses

Total other expenses for the three months ended March 31, 2026, and 2025 were $9.0 million and $3.2 million, respectively.

The approximately $5.8 million increase is primarily due to a loss on the change in fair value of the derivative liability of $8.1 million for the three months ended March 31, 2026 as compared to a loss of $2.4 million for the three months ended March 31, 2025. The derivative is related to a conversion feature associated with the line of credit and convertible debt which is remeasured each reporting period.

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In addition, interest expense – related party for the three months ended March 31, 2026 increased by approximately $203 thousand compared to the three months ended March 31, 2025. The increase was primarily attributable to higher average outstanding borrowings under the Company’s related party line of credit during the current period.

Interest expense decreased by approximately $78 thousand during the three months ended March 31, 2026 primarily due to the debt discount being fully amortized during the three months ended December 31, 2025 for the convertible notes as well as the repayment of a $500 thousand convertible note in October 2025.

NetLoss

Our net loss for the three months ended March 31, 2026 was $11.4 million, compared to a net loss of $5.2 million for the three months ended March 31, 2025. The $6.2 million increase was driven primarily by an $8.1 million non-cash loss on the change in fair value of our derivative liability, which is remeasured each reporting period and is sensitive to changes in our common stock price and other valuation inputs. Excluding the impact of this non-cash derivative remeasurement, our net loss for the three months ended March 31, 2026 would have been approximately $3.3 million, compared to approximately $2.7 million for the three months ended March 31, 2025, with the remaining increase primarily attributable to higher salaries and wages associated with expanded headcount and higher interest expense on increased borrowings under our related party line of credit.

Resultsof Operations for the Nine Months Ended March 31, 2026, and 2025

GamingRevenues and Costs of Revenues

For the nine months ended March 31, 2026 and 2025, we had gaming revenues of $178 thousand and $18 thousand, respectively. Gaming revenue for the nine months ended March 31, 2026 increased by approximately $160 thousand compared to the nine months ended March 31, 2025. The increase was primarily attributable to the launch and ramp-up of the Company’s VIP Play application in May 2025, which resulted in increased player activity and wagering volumes during the current period. In addition, the Company’s implementation of an external payment processor, including the introduction of debit card funding options, contributed to increased customer spending activity. The prior year period also included reduced operating activity as the Company transitioned between platforms, contributing to lower comparative revenues.

For the nine months ended March 31, 2026 and 2025, we had costs of revenues of $874 thousand and $347 thousand, respectively. Our costs of revenues increased by approximately $527 thousand during the nine months ended March 31, 2026 as compared to the nine months ended March 31, 2025 primarily due to increased costs related to platform fees incurred in connection with the new Player Account Management Services Agreement entered into in February 2025.

OperatingExpenses

Salaries and wages of $4.2 million were incurred during the nine months ended March 31, 2026, compared to $3.0 million during the nine months ended March 31, 2025. The approximately $1.2 million increase is primarily due to increased headcount, including three new executives in June 2025.

Depreciation and amortization for the nine months ended March 31, 2026 and 2025 were $313 thousand and $955 thousand, respectively. The decrease of approximately $642 thousand was primarily attributable to amortization of the Company’s legacy ZenSports platform during the prior year period, which had a higher carrying value and was fully amortized through December 2024. In contrast, amortization in the current period relates primarily to the Company’s VIP Play application, which was placed into service in May 2025 and therefore reflects only a partial period of amortization.

Impairment of developed technology and tradename for the nine months ended March 31, 2026, and 2025 were $0 and $5.9 million, respectively. The decrease of $5.9 million is attributable to an impairment charge recognized in the prior year period related to the Company’s legacy ZenSports platform and associated tradename.

Sales and marketing expenses for the nine months ended March 31, 2026 and 2025 were $561 thousand and $920 thousand, respectively. The decrease of approximately $359 thousand was primarily attributable to a shift in marketing strategy toward lower-cost digital and social media channels during the current period, resulting in reduced overall marketing spend compared to the prior year period.

General and administrative costs for the nine months ended March 31, 2026, and 2025 were $1.9 million and $2.1 million, respectively. The approximately $196 thousand decrease was primarily due to a decrease in accounting and auditing fees during the nine months ended March 31, 2026 as compared to the nine months ended March 31, 2025 due the timing of audit services provided. The decrease was also due to a decrease in consulting fees for advisory agreements that ended during the year ended June 30, 2025, as well as a decrease in legal fees due to higher fees in the comparative period related to the review of potential new state jurisdictions for expansion of our sports betting operations. The total decrease was partially offset by an increase in operating expense due to the recognition of an allowance for estimated losses related to the payment processing incident that occurred during the nine months ended March 31, 2026.

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OtherIncome (Expenses)

Total other income for the nine months ended March 31, 2026 was $534 thousand and total other expense for the nine months ended March 31, 2025 was $3.3 million, respectively.

The approximately $3.8 million increase is primarily due to a gain on the change in fair value of the derivative liability of $3.0 million as compared to a loss on the change in fair value of the derivative liability of $415 thousand. The derivative is related to a conversion feature associated with the line of credit and convertible debt which is remeasured each reporting period.

In addition, interest expense – related party for the nine months ended March 31, 2026 decreased by approximately $208 thousand compared to the nine months ended March 31, 2025. The decrease was primarily attributable to the absence of debt discount amortization in the current period, as the related discount was fully amortized in the prior year period. This decrease was partially offset by higher average outstanding borrowings under the Company’s related party lines of credit during the current period.

Interest expense decreased by approximately $223 thousand during the nine months ended March 31, 2026 primarily due the debt discount being fully amortized during the nine months ended March 31, 2026 for the convertible notes as well as the repayment of a $500 thousand convertible note in October 2025.

NetLoss

Our net loss for the nine months ended March 31, 2026 was $7.1 million and our net loss for the nine months ended March 31, 2025 was $16.4 million.

Liquidityand Capital Resources

Liquidity is the ability of a company to generate funds to support its current and future operations, satisfy its obligations, and otherwise operate on an ongoing basis. Significant factors in the management of liquidity include funds generated by operations, levels of accounts payable and accrued expenditures, and capital expenditures, including costs associated with internally developed software.

As of March 31, 2026, we had total current assets of $2.8 million, total current liabilities of $42.3 million, and a working capital deficit of $39.5 million. Net cash used in operating activities was $7.2 million during the nine months ended March 31, 2026, compared to $7.8 million during the nine months ended March 31, 2025. The decrease in net cash used was primarily attributable to a lower net loss in the current period and non-cash gains related to changes in the fair value of derivative liabilities. In addition, the prior year period included significant non-cash charges, including impairment of intangible assets and amortization of debt issuance costs, which did not recur in the current period. These favorable impacts were partially offset by changes in working capital, including increases in related party receivables and higher cash outflows associated with player balances, as well as changes in accrued expenses.

Net cash used in investing activities decreased by approximately $222 thousand during the nine months ended March 31, 2026 compared to the nine months ended March 31, 2025, primarily due to lower capitalized software development costs. During the prior year period, the Company was actively capitalizing development costs related to its legacy ZenSports platform, whereas in the current period development activity was reduced following the cessation of development on the legacy platform and the placement of the VIP Play application into service in May 2025.

Net cash provided by financing activities decreased by approximately $953 thousand during the nine months ended March 31, 2026 compared to the nine months ended March 31, 2025. The decrease was primarily attributable to proceeds from the issuance of common stock in the prior year period, which did not recur in the current period, as well as repayments of convertible debt during the current period.

As of March 31, 2026, the Company had a working capital deficit of $39.5 million, recurring losses from operations, and negative cash flows from operating activities. These conditions raise substantial doubt about the Company’s ability to continue as a going concern for a period of one year from the issuance date of these unaudited condensed consolidated financial statements.

Subsequent to March 31, 2026, the Company initiated a wind-down of its sports wagering operations following regulatory approval from the Tennessee Sports Wagering Council (“SWC”), which is expected to significantly impact future revenue-generating activities and change the Company’s future operations and capital requirements.

The Company’s ability to continue operations is dependent upon, among other things, its ability to obtain additional financing and manage operating costs during and following the wind-down process. Management’s plans include seeking additional capital through debt and/or equity financings, reducing certain operating costs as wagering activities are discontinued, and evaluating alternative business strategies. However, there can be no assurance that such financing will be available on acceptable terms, or at all.

The unaudited condensed consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

OffBalance Sheet Arrangements

As of March 31, 2026, we had no off-balance sheet arrangements.

Item3. Quantitative and Qualitative Disclosure About Market Risks

A smaller reporting company is not required to provide the information required by this Item.

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Item4. Controls and Procedures

Evaluationof Effectiveness of Disclosure Controls and Procedures

We carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of March 31, 2026. This evaluation was carried out under the supervision and with the participation of our Chief Executive Officer and Chief Accounting Officer.

Based upon that evaluation, our Chief Executive Officer and Chief Accounting Officer concluded that, as of March 31, 2026, our disclosure controls and procedures were not effective due to the previously identified material weakness in internal control over financial reporting.

MaterialWeakness in Internal Control over Financial Reporting

As previously disclosed in our Form 10-K for the fiscal year ended June 30, 2025, management identified a material weakness in internal control over financial reporting related to:

●	Limited segregation<br> of duties due to the size of the accounting staff;
●	Insufficient review<br> controls over certain complex accounting estimates; and
●	Insufficient information<br> technology controls to prevent or detect, on a timely basis, unauthorized access to certain financial reporting systems.

RemediationEfforts

During the nine months ended March 31, 2026, management continued remediation efforts to address the identified material weakness. These efforts included:

●	Enhancing segregation<br> of duties through reassignment of responsibilities and implementation of compensating controls, including independent review and approval<br> of key transactions;
●	Implementing formal<br> review controls and documentation requirements over significant and complex accounting areas, including revenue recognition, complex<br> financing transactions, and income tax accounting; and
●	Strengthening information<br> technology controls, including user access restrictions, periodic access reviews, and formalized procedures for provisioning and modifying<br> access.

Management has designed and implemented these enhanced controls and has performed and continued testing of their operating effectiveness through the quarter ended March 31, 2026. Based on this testing, management believes the controls are designed appropriately and are operating effectively and have significantly improved the Company’s internal control over financial reporting. However, the controls have not been in operation for a sufficient period of time to conclude that the material weakness has been fully remediated.

Changesin Internal Control over Financial Reporting

During the quarter ended March 31, 2026, there were changes in our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. These changes relate to the remediation activities described above, including the implementation of enhanced review controls, compensating controls for segregation of duties, and improvements to information technology controls.

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PART

II - OTHER INFORMATION

Item6. Exhibits

		Incorporated By Reference
Exhibit<br><br> <br>Number	Exhibit Description	Form	As<br><br> <br>Exhibit	Filing<br><br> <br>Date
3.1	Amended and Restated Articles of Incorporation	10-K	3.1	09/24/2024
3.2	Certificate of Designation of Series B Convertible Preferred Stock	8-K	3.1	01/12/2022
3.3	Amended and Restated Bylaws	10-Q	3.3	11/08/2024
4.1*	Form of Common Stock Purchase Warrant of VIP Play, Inc. issued to third<br>party advisor
31.1*	Certification of Principal Executive Officer filed pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*	Certification of Principal Financial Officer filed pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1**	Certification of Chief Executive Officer furnished pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2**	Certification of Principal Financial Officer furnished pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS	Inline<br> XBRL Instance Document
101.SCH	Inline<br> XBRL Taxonomy Extension Schema Document
101.CAL	Inline<br> XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF	Inline<br> XBRL Taxonomy Extension Definition Linkbase Document
101.LAB	Inline<br> XBRL Taxonomy Extension Label Linkbase Document
101.PRE	Inline<br> XBRL Taxonomy Extension Presentation Linkbase Document
104	Cover<br> Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
*	Filed<br> herewith.
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**	Furnished<br> herewith.

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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 thereunto duly authorized.

	VIP PLAY, INC.
	(Registrant)
Date:<br> May 14, 2026
	By:	/s/ Amy Weiss
		Amy Weiss
		Chief Accounting Officer
		(Principal Financial Officer)

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Exhibit4.1

Form of Warrant

NEITHER THIS SECURITY NOR THE SECURITIES AS TO WHICH THIS SECURITY MAY BE EXERCISED HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THIS SECURITY AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.

COMMONSTOCK PURCHASE WARRANT

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VIPPlay, Inc.

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Warrant Shares: ___________

Date of Issuance: __________ ( the “Issuance Date”)

This COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for services provided according to the ___________________ dated ___________, ___________________, a __________ corporation (including any permitted and registered assigns, the “Holder”), is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time during the Exercise Period (as defined below), to purchase from VIP Play, Inc., a Nevada corporation (the “Company”), up to ______ shares of Common Stock (as defined below) (the “Warrant Shares”) (whereby such number may be adjusted from time to time pursuant to the terms and conditions of this Warrant) at the Exercise Price per share then in effect.

Terms used in this Warrant shall have the meanings set forth in Section 13 below. For purposes of this Warrant, the term “Exercise Price” shall mean $______, subject to adjustment as provided herein (including but not limited to cashless exercise), and the term “Exercise Period” shall mean the period commencing on the Issuance Date and ending on 5:00 p.m. eastern standard time on the date which is 5 years after the Issuance Date.

1. EXERCISE OF WARRANT.

(a) Mechanics of Exercise. Subject to the terms and conditions hereof, the rights represented by this Warrant may be exercised in whole or in part at any time or times during the Exercise Period by delivery of a written notice, in the form attached hereto as Exhibit B (the “Exercise Notice”), of the Holder’s election to exercise this Warrant. The Holder shall not be required to deliver the original Warrant in order to effect an exercise hereunder. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. On or before the second Trading Day (the “Warrant Share Delivery Date”) following the date on which the Holder sent the Exercise Notice to the Company or the Company’s transfer agent, and upon receipt by the Company of payment to the Company of an amount equal to the applicable Exercise Price multiplied by the number of Warrant Shares as to which all or a portion of this Warrant is being exercised (the “Aggregate Exercise Price” and together with the Exercise Notice, the “Exercise Delivery Documents”) in cash or by wire transfer of immediately available funds (or by cashless exercise, in which case there shall be no Aggregate Exercise Price provided), the Company shall (or direct its transfer agent to) issue and dispatch by overnight courier to the address as specified in the Exercise Notice, a certificate, registered in the Company’s share register in the name of the Holder or its designee, for the number of shares of Common Stock to which the Holder is entitled pursuant to such exercise (or deliver such shares of Common Stock in electronic format if requested by the Holder). Upon delivery of the Exercise Delivery Documents, the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which this Warrant has been exercised, irrespective of the date of delivery of the certificates evidencing such Warrant Shares. If this Warrant is submitted in connection with any exercise and the number of Warrant Shares represented by this Warrant submitted for exercise is greater than the number of Warrant Shares being acquired upon an exercise, then the Company shall as soon as practicable and in no event later than three Business Days after any exercise and at its own expense, issue a new Warrant (in accordance with Section 6) representing the right to purchase the number of Warrant Shares purchasable immediately prior to such exercise under this Warrant, less the number of Warrant Shares with respect to which this Warrant is exercised.

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Form of Warrant

If the Company fails to cause its transfer agent to transmit to the Holder the respective shares of Common Stock by the respective Warrant Share Delivery Date, then the Holder shall have, in addition to all other rights and remedies at law or otherwise, the right to rescind such exercise in Holder’s sole discretion, and such failure shall be deemed an event of default under the Note.

If the Market Price of one share of Common Stock is greater than the Exercise Price, the Holder may elect to receive Warrant Shares pursuant to a cashless exercise, in lieu of a cash exercise, equal to the value of this Warrant determined in the manner described below (or of any portion thereof remaining unexercised) by surrender of this Warrant and a Notice of Exercise, in which event the Company shall issue to Holder a number of Common Stock computed using the following formula:

X = Y (A-B)

A

Where X = the number of Shares to be issued to Holder.

Y = the number of Warrant Shares that the Holder elects to purchase under this Warrant (at the date of such calculation).

A = the Market Price (at the date of such calculation).

B = Exercise Price (as adjusted to the date of such calculation).

(b) No Fractional Shares. No fractional shares shall be issued upon the exercise of this Warrant as a consequence of any adjustment pursuant hereto. All Warrant Shares (including fractions) issuable upon exercise of this Warrant may be aggregated for purposes of determining whether the exercise would result in the issuance of any fractional share. If, after aggregation, the exercise would result in the issuance of a fractional share, the Company shall, in lieu of issuance of any fractional share, pay the Holder otherwise entitled to such fraction a sum in cash equal to the product resulting from multiplying the then-current fair market value of a Warrant Share by such fraction.

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Form of Warrant

(c) Holder’s Exercise Limitations. Notwithstanding anything to the contrary contained herein, the Company shall not effect any exercise of this Warrant, and a Holder shall not have the right to exercise any portion of this Warrant, pursuant to Section 1 or otherwise, to the extent that after giving effect to such issuance after exercise as set forth on the applicable Notice of Exercise, the Holder (together with the Holder’s affiliates (the “Affiliates”), and any other Persons acting as a group together with the Holder or any of the Holder’s Affiliates (such Persons, “Attribution Parties”)), would beneficially own in excess of the Beneficial Ownership Limitation (as defined below). For purposes of the foregoing sentence, the number of shares of Common Stock beneficially owned by the Holder and Attribution Parties shall include the number of shares of Common Stock issuable upon exercise of this Warrant with respect to which such determination is being made, but shall exclude the number of shares of Common Stock which would be issuable upon (i) exercise of the remaining, nonexercised portion of this Warrant beneficially owned by the Holder or any of its Affiliates or Attribution Parties and (ii) exercise or conversion of the unexercised or nonconverted portion of any other securities of the Company (including, without limitation, any other Common Stock Equivalents) subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by the Holder or any of its Affiliates or Attribution Parties. Except as set forth in the preceding sentence, for purposes of this Section 1(c), beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder, it being acknowledged by the Holder that the Holder is solely responsible for any schedules required to be filed in accordance therewith. In addition, a determination as to any group status as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. For purposes of this Section 1(c), in determining the number of outstanding shares of Common Stock, a Holder may rely on the number of outstanding shares of Common Stock as reflected in (A) the Company’s most recent periodic or annual report filed with the Commission, as the case may be, (B) a more recent public announcement by the Company or (C) a more recent written notice by the Company or the Transfer Agent setting forth the number of shares of Common Stock outstanding. Upon the written or oral request of a Holder, the Company shall within two Trading Days confirm orally and in writing to the Holder the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including this Warrant, by the Holder or its Affiliates or Attribution Parties since the date as of which such number of outstanding shares of Common Stock was reported. The “Beneficial Ownership Limitation” shall be 4.99% of the number of shares of the Common Stock outstanding at the time of the respective calculation hereunder. The limitations contained in this paragraph shall apply to a successor holder of this Warrant.

2. ADJUSTMENTS. The Exercise Price and the number of Warrant Shares shall be adjusted from time to time as follows:

(a) Distribution of Assets. If the Company shall declare or make any dividend or other distribution of its assets (or rights to acquire its assets) to holders of shares of Common Stock, by way of return of capital or otherwise (including without limitation any distribution of cash, stock or other securities, property or options by way of a dividend, spin off, reclassification, corporate rearrangement or other similar transaction) (a “Distribution”), at any time after the issuance of this Warrant, then, in each such case:

(i) any Exercise Price in effect immediately prior to the close of business on the record date fixed for the determination of holders of shares of Common Stock entitled to receive the Distribution shall be reduced, effective as of the close of business on such record date, to a price determined by multiplying such Exercise Price by a fraction (i) the numerator of which shall be the Closing Sale Price of the shares of Common Stock on the Trading Day immediately preceding such record date minus the value of the Distribution (as determined in good faith by the Company’s Board of Directors) applicable to one share of Common Stock, and (ii) the denominator of which shall be the Closing Sale Price of the shares of Common Stock on the Trading Day immediately preceding such record date; and

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Form of Warrant

(ii) the number of Warrant Shares shall be increased to a number of shares equal to the number of shares of Common Stock obtainable immediately prior to the close of business on the record date fixed for the determination of holders of shares of Common Stock entitled to receive the Distribution multiplied by the reciprocal of the fraction set forth in the immediately preceding clause (i); provided, however, that in the event that the Distribution is of shares of common stock of a company (other than the Company) whose common stock is traded on a national securities exchange or a national automated quotation system (“Other Shares of Common Stock”), then the Holder may elect to receive a warrant to purchase Other Shares of Common Stock in lieu of an increase in the number of Warrant Shares, the terms of which shall be identical to those of this Warrant, except that such warrant shall be exercisable into the number of shares of Other Shares of Common Stock that would have been payable to the Holder pursuant to the Distribution had the Holder exercised this Warrant immediately prior to such record date and with an aggregate exercise price equal to the product of the amount by which the exercise price of this Warrant was decreased with respect to the Distribution pursuant to the terms of the immediately preceding clause (i) and the number of Warrant Shares calculated in accordance with the first part of this clause (ii).

(b) Anti-Dilution Adjustments to Exercise Price. If the Company or any Subsidiary thereof, as applicable, at any time while this Warrant is outstanding, shall sell or grant any option to purchase, or sell or grant any right to reprice, or otherwise dispose of or issue (or announce any offer, sale, grant or any option to purchase or other disposition) any Common Stock or securities entitling any person or entity to acquire shares of Common Stock (upon conversion, exercise or otherwise) (including but not limited to the price at which Common Stock is issuable under the Note), at an effective price per share less than the then Exercise Price (such lower price, the “Base Share Price” and such issuances collectively, a “Dilutive Issuance”) (if the holder of the Common Stock or Common Stock Equivalents so issued shall at any time, whether by operation of purchase price adjustments, elimination of an applicable floor price for any reason in the future (including but not limited to the passage of time or satisfaction of certain condition(s)), reset provisions, floating conversion, exercise or exchange prices or otherwise, or due to warrants, options or rights per share which are issued in connection with such issuance, be entitled or potentially entitled to receive shares of Common Stock at an effective price per share which is less than the Exercise Price at any time while such Common Stock or Common Stock Equivalents are in existence, such issuance shall be deemed to have occurred for less than the Exercise Price on such date of the Dilutive Issuance (regardless of whether the Common Stock or Common Stock Equivalents are (i) subsequently redeemed or retired by the Company after the date of the Dilutive Issuance or (ii) actually converted or exercised at such Base Share Price), then the Exercise Price shall be reduced at the option of the Holder and only reduced to equal the Base Share Price. Such adjustment shall be made whenever such Common Stock or Common Stock Equivalents are issued, regardless of whether the Common Stock or Common Stock Equivalents are (i) subsequently redeemed or retired by the Company after the date of the Dilutive Issuance or (ii) actually converted or exercised at such Base Share Price by the holder thereof (for the avoidance of doubt, the Holder may utilize the Base Share Price even if the Company did not actually issue shares of its common stock at the Base Share Price under the respective Common stock Equivalents). The Company shall notify the Holder in writing, no later than the Trading Day following the issuance of any Common Stock or Common Stock Equivalents subject to this Section 2(b), indicating therein the applicable issuance price, or applicable reset price, exchange price, conversion price and other pricing terms (such notice the “Dilutive Issuance Notice”). For purposes of clarification, whether or not the Company provides a Dilutive Issuance Notice pursuant to this Section 2(b), upon the occurrence of any Dilutive Issuance, after the date of such Dilutive Issuance the Holder is entitled to the Base Share Price regardless of whether the Holder accurately refers to the Base Share Price in the Notice of Exercise.

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Form of Warrant

(c) Subdivision or Combination of Common Stock. If the Company at any time on or after the Issuance Date subdivides (by any stock split, stock dividend, recapitalization or otherwise) one or more classes of its outstanding shares of Common Stock into a greater number of shares, the Exercise Price in effect immediately prior to such subdivision will be proportionately reduced and the number of Warrant Shares will be proportionately increased. If the Company at any time on or after the Issuance Date combines (by combination, reverse stock split or otherwise) one or more classes of its outstanding shares of Common Stock into a smaller number of shares, the Exercise Price in effect immediately prior to such combination will be proportionately increased and the number of Warrant Shares will be proportionately decreased. Any adjustment under this Section 2(c) shall become effective at the close of business on the date the subdivision or combination becomes effective. Each such adjustment of theExercise Price shall be calculated to the nearest one-hundredth of a cent. Such adjustment shall be made successively whenever any event covered by this Section 2(c) shall occur.

3. FUNDAMENTAL TRANSACTIONS. If, at any time while this Warrant is outstanding, (i) the Company effects any merger of the Company with or into another entity and the Company is not the surviving entity (such surviving entity, the “Successor Entity”), (ii) the Company effects any sale of all or substantially all of its assets in one or a series of related transactions, (iii) any tender offer or exchange offer (whether by the Company or by another individual or entity, and approved by the Company) is completed pursuant to which holders of Common Stock are permitted to tender or exchange their shares of Common Stock for other securities, cash or property and the holders of at least 50% of the Common Stock accept such offer, or (iv) the Company effects any reclassification of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property (other than as a result of a subdivision or combination of shares of Common Stock) (in any such case, a “Fundamental Transaction”), then, upon any subsequent exercise of this Warrant, the Holder shall have the right to receive the number of shares of Common Stock of the Successor Entity or of the Company and any additional consideration (the “Alternate Consideration”) receivable upon or as a result of such reorganization, reclassification, merger, consolidation or disposition of assets by a holder of the number of shares of Common Stock for which this Warrant is exercisable immediately prior to such event (disregarding any limitation on exercise contained herein solely for the purpose of such determination). For purposes of any such exercise, the determination of the Exercise Price shall be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one share of Common Stock in such Fundamental Transaction, and the Company shall apportion the Exercise Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration. If holders of Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the Holder shall be given the same choice as to the Alternate Consideration it receives upon any exercise of this Warrant following such Fundamental Transaction. To the extent necessary to effectuate the foregoing provisions, any Successor Entity in such Fundamental Transaction shall issue to the Holder a new warrant consistent with the foregoing provisions and evidencing the Holder’s right to exercise such warrant into Alternate Consideration.

4. NON-CIRCUMVENTION. The Company covenants and agrees that it will not, by amendment of its certificate of incorporation, bylaws or through any reorganization, transfer of assets, consolidation, merger, scheme of arrangement, dissolution, issue or sale of securities, or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant, and will at all times in good faith carry out all the provisions of this Warrant and take all action as may be required to protect the rights of the Holder. Without limiting the generality of the foregoing, the Company (i) shall not increase the par value of any shares of Common Stock receivable upon the exercise of this Warrant above the Exercise Price then in effect, (ii) shall take all such actions as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and non-assessable shares of Common Stock upon the exercise of this Warrant, and (iii) shall, for so long as this Warrant is outstanding, have authorized and reserved, free from preemptive rights, one and a half (1.5) times the number of shares of Common Stock into which the Warrants are then exercisable into to provide for the exercise of the rights represented by this Warrant (without regard to any limitations on exercise).

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Form of Warrant

5. WARRANT HOLDER NOT DEEMED A STOCKHOLDER. Except as otherwise specifically provided herein, this Warrant, in and of itself, shall not entitle the Holder to any voting rights or other rights as a stockholder of the Company. In addition, nothing contained in this Warrant shall be construed as imposing any liabilities on the Holder to purchase any securities (upon exercise of this Warrant or otherwise) or as a stockholder of the Company, whether such liabilities are asserted by the Company or by creditors of the Company.

6. REISSUANCE.

(a) Lost, Stolen or Mutilated Warrant. If this Warrant is lost, stolen, mutilated or destroyed, the Company will, on such terms as to indemnity or otherwise as it may reasonably impose (which shall, in the case of a mutilated Warrant, include the surrender thereof), issue a new Warrant of like denomination and tenor as this Warrant so lost, stolen, mutilated or destroyed.

(b) Issuance of New Warrants. Whenever the Company is required to issue a new Warrant pursuant to the terms of this Warrant, such new Warrant shall be of like tenor with this Warrant, and shall have an issuance date, as indicated on the face of such new Warrant which is the same as the Issuance Date.

7. TRANSFER. This Warrant shall be binding upon the Company and its successors and assigns and shall inure to be the benefit of the Holder and its successors and assigns. Notwithstanding anything to the contrary herein, the rights, interests or obligations of the Company hereunder may not be assigned, by operation of law or otherwise, in whole or in part, by the Company without the prior signed written consent of the Holder, which consent may be withheld at the sole discretion of the Holder (any such assignment or transfer shall be null and void if the Company does not obtain the prior signed written consent of the Holder). This Warrant or any of the severable rights and obligations inuring to the benefit of or to be performed by Holder hereunder may be assigned by Holder to a third party, in whole or in part, without the need to obtain the Company’s consent thereto.

8. NOTICES. Whenever notice is required to be given under this Warrant, unless otherwise provided herein, such notice shall be given in accordance with the notice provisions contained in the Purchase Agreement. The Company shall provide the Holder with prompt written notice (i) immediately upon any adjustment of the Exercise Price, setting forth in reasonable detail, the calculation of such adjustment and (ii) at least 20 days prior to the date on which the Company closes its books or takes a record (A) with respect to any dividend or distribution upon the shares of Common Stock, (B) with respect to any grants, issuances or sales of any stock or other securities directly or indirectly convertible into or exercisable or exchangeable for shares of Common Stock or other property, pro rata to the holders of shares of Common Stock or (C) for determining rights to vote with respect to any Fundamental Transaction, dissolution or liquidation, provided in each case that such information shall be made known to the public prior to or in conjunction with such notice being provided to the Holder.

9. AMENDMENT AND WAIVER. The terms of this Warrant may be amended or waived (either generally or in a particular instance and either retroactively or prospectively) only with the written consent of the Company and the Holder.

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Form of Warrant

10. GOVERNING LAW AND VENUE. This Warrant shall be governed by and construed in accordance with the laws of the State of New York without regard to principles of conflicts of laws. Any action brought by either party against the other concerning the transactions contemplated by this Warrant shall be brought only in the state courts located in New York or federal courts located in New York. The parties to this Warrant hereby irrevocably waive any objection to jurisdiction and venue of any action instituted hereunder and shall not assert any defense based on lack of jurisdiction or venue or based upon forum non conveniens. EACH PARTY HEREBY IRREVOCABLY WAIVES ANYRIGHT IT MAY HAVE TO, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR UNDER ANY OTHER TRANSACTIONDOCUMENT ENTERED INTO IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT, ANY OTHER TRANSACTION DOCUMENT OR ANY TRANSACTION CONTEMPLATEDHEREBY OR THEREBY. The prevailing party shall be entitled to recover from the other party its reasonable attorney’s fees and costs. In the event that any provision of this Warrant or any other agreement delivered in connection herewith is invalid or unenforceable under any applicable statute or rule of law, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform with such statute or rule of law. Any such provision which may prove invalid or unenforceable under any law shall not affect the validity or enforceability of any other provision of any agreement. Each party hereby irrevocably waives personal service of process and consents to process being served in any suit, action or proceeding in connection with this Agreement or any other Transaction Document by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law.

11. PIGGYBACK REGISTRATION RIGHTS. The Company hereby grants to the Buyer the registration rights set forth on Exhibit D hereto.

12. ACCEPTANCE. Receipt of this Warrant by the Holder shall constitute acceptance of and agreement to all of the terms and conditions contained herein.

13. CERTAIN DEFINITIONS. For purposes of this Warrant, the following terms shall have the following meanings:

(a) “Nasdaq” means www.Nasdaq.com.

(b) “Closing Sale Price” means, for any security as of any date, (i) the last closing trade price for such security on the Principal Market, as reported by Nasdaq, or, if the Principal Market begins to operate on an extended hours basis and does not designate the closing trade price, then the last trade price of such security prior to 4:00 p.m., New York time, as reported by Nasdaq, or (ii) if the foregoing does not apply, the last trade price of such security in the over-the-counter market for such security as reported by Nasdaq, or (iii) if no last trade price is reported for such security by Nasdaq, the average of the bid and ask prices of any market makers for such security as reported by the OTC Markets. If the Closing Sale Price cannot be calculated for a security on a particular date on any of the foregoing bases, the Closing Sale Price of such security on such date shall be the fair market value as mutually determined by the Company and the Holder. All such determinations to be appropriately adjusted for any stock dividend, stock split, stock combination or other similar transaction during the applicable calculation period.

(c) “Common Stock” means the Company’s common stock, and any other class of securities into which such securities may hereafter be reclassified or changed.

(d) “Common Stock Equivalents” means any securities of the Company that would entitle the holder thereof to acquire at any time Common Stock, including without limitation any debt, preferred stock, rights, options, warrants or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock.

(e) [Intentionally Omitted].

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Form of Warrant

(f) “Person” and “Persons” means an individual, a limited liability company, a partnership, a joint venture, a corporation, a trust, an unincorporated organization, any other entity and any governmental entity or any department or agency thereof.

(g) “Principal Market” means the primary national securities exchange on which the Common Stock is then traded.

(h) “Market Price” means the highest traded price of the Common Stock during the 60 Days Trading Days prior to the date of the respective Exercise Notice.

(i) “Trading Day” means (i) any day on which the Common Stock is listed or quoted and traded on its Principal Market, (ii) if the Common Stock is not then listed or quoted and traded on any national securities exchange, then a day on which trading occurs on any over-the-counter markets, or (iii) if trading does not occur on the over-the-counter markets, any Business Day.

IN WITNESS WHEREOF, the Company has caused this Warrant to be duly executed as of the Issuance Date set forth above.

VIP Play, Inc.
By:
Name:
Title:

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Form of Warrant

EXHIBIT B

NOTICEOF EXERCISE

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(To be executed by the registered holder to exercise this Common Stock Purchase Warrant)

THE UNDERSIGNED holder hereby exercises the right to purchase of the shares of Common Stock (“Warrant Shares”) of VIP Play, Inc., a Nevada corporation (the “Company”), evidenced by the attached copy of the Common Stock Purchase Warrant (the “Warrant”). Capitalized terms used herein and not otherwise defined shall have the respective meanings set forth in the Warrant.

1. Form of Exercise Price. The Holder intends that payment of the Exercise Price shall be made as (check one):

☐ a cash exercise with respect to Warrant Shares; or

☐ by cashless exercise pursuant to the Warrant.

2. Payment of Exercise Price. If cash exercise is selected above, the holder shall pay the applicable Aggregate

Exercise Price in the sum of $______________________ to the Company in accordance with the terms of the Warrant.

3. Delivery of Warrant Shares. The Company shall deliver to the holder______________ Warrant Shares in accordance with the terms of the Warrant.

Date:

(Print Name of Registered Holder)
By:
Name:
Title:

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Form of Warrant

EXHIBIT C

ASSIGNMENTOF WARRANT

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(To be signed only upon authorized transfer of the Warrant)

FOR VALUE RECEIVED, the undersigned hereby sells, assigns, and transfers unto the right to purchase ___________________________________ shares of common stock of VIP Play, Inc., to which the within Common Stock Purchase Warrant relates and appoints__________________________________ , as attorney-in-fact, to transfer said right on the books of VIP Play, Inc. with full power of substitution and re-substitution in the premises. By accepting such transfer, the transferee has agreed to be bound in all respects by the terms and conditions of the within Warrant.

Dated:

(Signature)
(Name)
(Address)
(Social<br> Security or Tax Identification No.)

* The signature on this Assignment of Warrant must correspond to the name as written upon the face of the Common Stock Purchase Warrant in every particular without alteration or enlargement or any change whatsoever. When signing on behalf of a corporation, partnership, trust, or other entity, please indicate your position(s) and title(s) with such entity.

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Form of Warrant

EXHIBIT D

REGISTRATIONRIGHTS

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All of the shares into which the Warrant is exercisable into will be deemed “Registrable Securities” subject to the provisions of this Exhibit C.

1.	Piggy-Back<br> Registration.

1.1 Piggy-Back Rights. If at any time on or after the date of the Closing the Company proposes to file any Registration Statement under the 1933 Act (a “Registration Statement”) with respect to any offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into, equity securities, by the Company for its own account or for shareholders of the Company for their account (or by the Company and by shareholders of the Company), other than a Registration Statement (i) filed in connection with any employee stock option or other benefit plan on Form S-8, (ii) for a dividend reinvestment plan or (iii) in connection with a merger or acquisition, (iv) any Registration Statement not primarily for capital raising purposes, then the Company shall (x) give written notice of such proposed filing to the holders of Registrable Securities appearing on the books and records of the Company as such a holder as soon as practicable but in no event less than ten (10) days before the anticipated filing date of the Registration Statement, which notice shall describe the amount and type of securities to be included in such Registration Statement, the intended method(s) of distribution, and the name of the proposed managing underwriter or underwriters, if any, of the offering, and (y) offer to the holders of Registrable Securities in such notice the opportunity to register the sale of such number of Registrable Securities as such holders may request in writing within three (3) days following receipt of such notice (a “Piggy-Back Registration”). The Company shall cause such Registrable Securities to be included in such registration and shall cause the managing underwriter or underwriters of a proposed underwritten offering to permit the Registrable Securities requested to be included in a Piggy-Back Registration on the same terms and conditions as any similar securities of the Company and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. All holders of Registrable Securities proposing to distribute their securities through a Piggy-Back Registration that involves an underwriter or underwriters shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such Piggy-Back Registration.

1.2 Withdrawal. Any holder of Registrable Securities may elect to withdraw such holder’s request for inclusion of Registrable Securities in any Piggy-Back Registration by giving written notice to the Company of such request to withdraw prior to the effectiveness of the Registration Statement. The Company (whether on its own determination or as the result of a withdrawal by persons making a demand pursuant to written contractual obligations) may withdraw a Registration Statement at any time prior to the effectiveness of such Registration Statement. Notwithstanding any such withdrawal, the Company shall pay all expenses incurred by the holders of Registrable Securities in connection with such Piggy-Back Registration as provided in Section 1.5 below.

1.3 The Company shall notify the holders of Registrable Securities at any time when a prospectus relating to such holder’s Registrable Securities is required to be delivered under the 1933 Act, upon discovery that, or upon the happening of any event as a result of which, the prospectus included in such Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing. At the request of such holder, the Company shall also prepare, file and furnish to such holder a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchasers of the Registrable Securities, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing. The holders of Registrable Securities shall not to offer or sell any Registrable Securities covered by the Registration Statement after receipt of such notification until the receipt of such supplement or amendment.

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Form of Warrant

1.4 The Company may request a holder of Registrable Securities to furnish the Company such information with respect to such holder and such holder’s proposed distribution of the Registrable Securities pursuant to the Registration Statement as the Company may from time to time reasonably request in writing or as shall be required by law or by the SEC in connection therewith, and such holders shall furnish the Company with such information.

1.5 All fees and expenses incident to the performance of or compliance with this Exhibit D by the Company shall be borne by the Company whether or not any Registrable Securities are sold pursuant to a Registration Statement. The fees and expenses referred to in the foregoing sentence shall include, without limitation, (i) all registration and filing fees (including, without limitation, fees and expenses of the Company’s counsel and independent registered public accountants) (A) with respect to filings made with the SEC, (B) with respect to filings required to be made with any trading market on which the Common Stock is then listed for trading, (C) in compliance with applicable state securities or Blue Sky laws reasonably agreed to by the Company in writing (including, without limitation, fees and disbursements of counsel for the Company in connection with Blue Sky qualifications or exemptions of the Registrable Securities) and (D) with respect to any filing that may be required to be made by any broker through which a holder of Registrable Securities intends to make sales of Registrable Securities with the FINRA, (ii) printing expenses, (iii) messenger, telephone and delivery expenses, (iv) fees and disbursements of counsel for the Company, (v) 1933 Act liability insurance, if the Company so desires such insurance, (vi) fees and expenses of all other persons or entities retained by the Company in connection with the consummation of the transactions contemplated by this Exhibit D and (vii) reasonable fees and disbursements of a single special counsel for the holders of Registrable Securities (selected by holders of the majority of the Registrable Securities requesting such registration). In addition, the Company shall be responsible for all of its internal expenses incurred in connection with the consummation of the transactions contemplated by this Agreement (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expense of any annual audit and the fees and expenses incurred in connection with the listing of the Registrable Securities on any securities exchange as required hereunder. In no event shall the Company be responsible for any broker or similar commissions of any holder of Registrable Securities.

1.6 The Company and its successors and assigns shall indemnify and hold harmless the Buyer, each holder of Registrable Securities, the officers, directors, members, partners, agents and employees (and any other individuals or entities with a functionally equivalent role of a person holding such titles, notwithstanding a lack of such title or any other title) of each of them, each individual or entity who controls the Buyer or any such holder of Registrable Securities (within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act) and the officers, directors, members, stockholders, partners, agents and employees (and any other individuals or entities with a functionally equivalent role of a person holding such titles, notwithstanding a lack of such title or any other title) of each such controlling individual or entity (each, an “Indemnified Party”), to the fullest extent permitted by applicable law, from and against any and all losses, claims, damages, liabilities, costs (including, without limitation, reasonable attorneys’ fees) and expenses (collectively, “Losses”), as incurred, arising out of or relating to (1) any untrue or alleged untrue statement of a material fact contained in a Registration Statement, any related prospectus or any form of prospectus or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any such prospectus or supplement thereto, in light of the circumstances under which they were made) not misleading or (2) any violation or alleged violation by the Company of the 1933 Act, the 1934 Act or any state securities law, or any rule or regulation thereunder, in connection with the performance of its obligations under this Exhibit D, except to the extent, but only to the extent, that (i) such untrue statements or omissions are based upon information regarding the Buyer or such holder of Registrable Securities furnished to the Company by such party for use therein. The Company shall notify the Buyer and each holder of Registrable Securities promptly of the institution, threat or assertion of any proceeding arising from or in connection with the transactions contemplated by this Exhibit D of which the Company is aware.

1.7 If the indemnification under Section 1.6 is unavailable to an Indemnified Party or insufficient to hold an Indemnified Party harmless for any Losses, then the Company shall contribute to the amount paid or payable by such Indemnified Party, in such proportion as is appropriate to reflect the relative fault of the Company and Indemnified Party in connection with the actions, statements or omissions that resulted in such Losses as well as any other relevant equitable considerations. The relative fault of the Company and Indemnified Party shall be determined by reference to, among other things, whether any action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission of a material fact, has been taken or made by, or relates to information supplied by, the Company or the Indemnified Party, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such action, statement or omission. The amount paid or payable by a party as a result of any Losses shall be deemed to include any reasonable attorneys’ or other fees or expenses incurred by such party in connection with any proceeding to the extent such party would have been indemnified for such fees or expenses if the indemnification provided for in Section 1.6 was available to such party in accordance with its terms. It is agreed that it would not be just and equitable if contribution pursuant to this Section 1.7 were determined by pro rata allocation or by any other method of allocation that does not take into account the equitable considerations referred to in the immediately preceding sentence. Notwithstanding the provisions of this Section 1.7, neither the Buyer nor any holder of Registrable Securities shall be required to contribute, in the aggregate, any amount in excess of the amount by which the net proceeds actually received by such party from the sale of all of their Registrable Securities pursuant to such Registration Statement or related prospectus exceeds the amount of any damages that such party has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission.

[Endof Exhibit D]

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EXHIBIT31.1

CERTIFICATION PURSUANT TO

EXCHANGE ACT RULES 13a-14(a) AND 15d-14(a),

AS ADOPTED PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Les Ottolenghi, certify that:

1.	I<br> have reviewed this quarterly report on Form 10-Q for the quarter ended March 31, 2026 (this “report”) of VIP Play, Inc.;
2.	Based<br> on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary<br> to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to<br> the period covered by this report;
3.	Based<br> on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material<br> respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in<br> this report;
4.	The<br> registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures<br> (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange<br> Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
	a.	Designed<br> such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision,<br> to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others<br> within those entities, particularly during the period in which this report is being prepared;
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	b.	Designed<br> such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our<br> supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements<br> for external purposes in accordance with generally accepted accounting principles;
	c.	Evaluated<br> the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about<br> the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation;<br> and
	d.	Disclosed<br> in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s<br> most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected,<br> or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.	I<br> have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant’s auditors<br> and the registrant’s board of directors (or persons performing the equivalent functions):
	a.	All<br> significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are<br> reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information;<br> and
	b.	Any<br> fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s<br> internal control over financial reporting.
Date:<br> May 14, 2026	By:	/s/ Les Ottolenghi
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		Les<br> Ottolenghi
		Chief<br> Executive Officer
		(Principal<br> Executive Officer)

EXHIBIT31.2

CERTIFICATION PURSUANT TO

EXCHANGE ACT RULES 13a-14(a) AND 15d-14(a),

AS ADOPTED PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Amy Weiss, certify that:

1.	I<br> have reviewed this quarterly report on Form 10-Q for the quarter ended March 31, 2026 (this “report”) of VIP Play, Inc.;
2.	Based<br> on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary<br> to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to<br> the period covered by this report;
3.	Based<br> on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material<br> respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in<br> this report;
4.	The<br> registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures<br> (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange<br> Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
	a.	Designed<br> such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision,<br> to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others<br> within those entities, particularly during the period in which this report is being prepared;
	b.	Designed<br> such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our<br> supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements<br> for external purposes in accordance with generally accepted accounting principles;
	c.	Evaluated<br> the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about<br> the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation;<br> and
	d.	Disclosed<br> in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s<br> most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected,<br> or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.	I<br> have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant’s auditors<br> and the registrant’s board of directors (or persons performing the equivalent functions):
	a.	All<br> significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are<br> reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information;<br> and
	b.	Any<br> fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s<br> internal control over financial reporting.
Date:<br> May 14, 2026	By:	/s/ Amy Weiss
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		Amy<br> Weiss
		Chief<br> Accounting Officer
		(Principal<br> Financial Officer)

EXHIBIT32.1

CERTIFICATIONPURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of section 1350, chapter 63 of title 18, United States Code), the undersigned officer of VIP Play, Inc., a Nevada corporation (the “Company”), does hereby certify, to the best of his knowledge, that:

(1)	The<br> Quarterly Report on Form 10-Q for the quarter ending March 31, 2026 (the “Report”) of the Company complies in all material<br> respects with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
(2)	The<br> information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of<br> the Company.
Date:<br> May 14, 2026	By:	/s/ Les Ottolenghi
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		Les<br> Ottolenghi
		Chief<br> Executive Officer
		(Principal<br> Executive Officer)

EXHIBIT32.2

CERTIFICATIONPURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of section 1350, chapter 63 of title 18, United States Code), the undersigned officer of VIP Play, Inc., a Nevada corporation (the “Company”), does hereby certify, to the best of his knowledge, that:

(1)	The<br> Quarterly Report on Form 10-Q for the quarter ending March 31, 2026 (the “Report”) of the Company complies in all material<br> respects with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
(2)	The<br> information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of<br> the Company.
Date:<br> May 14, 2026	By:	/s/ Amy Weiss
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		Amy<br> Weiss
		Chief<br> Accounting Officer
		(Principal<br> Financial Officer)