8-K - VIPZ - Equibles

UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

WASHINGTON,

D.C. 20549

____________________

FORM

8-K

CURRENT

REPORT

PURSUANT

TO SECTION 13 OR 15(d) OF

THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): August 23, 2025

VIPPlay, Inc.

(Exact name of registrant as specified in its charter)

Nevada	000-56290	85-0738656
(State<br> or other jurisdiction<br><br> <br>of<br> incorporation)	(Commission<br><br> <br>File<br> Number)	(I.R.S.<br> Employer<br><br> <br>Identification<br> No.)
8400 W. Sunset Rd., Suite 300, Las Vegas, Nevada	89113
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(Address<br> of principal executive offices)	(Zip<br> Code)

Registrant’s telephone number, including area code: (866) 783-9435

n/a

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written<br> communications pursuant to Rule 425 under the Securities Act (17CFR 230.425)
☐	Soliciting<br> material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement<br> communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement<br> communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act: None.

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging 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. ☐

Item8.01. Other Events.

During the weekend of August 23, 2025, VIP Play, Inc. 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 now 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 payment processor in the amount of approximately $200,000. 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 $27,000 of these unauthorized funds and expects to recoup the majority of the remaining balance over the coming months. The company does not believe that the Defect will have a material impact on its results for the first quarter of fiscal year 2026.

Item9.01 Financial Statements and Exhibits

Exhibit No.	Description
104	Cover<br> Page Interactive Data File (embedded within the Inline XBRL document)

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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 hereunto duly authorized.

Date:<br> September 29, 2025	VIP PLAY, INC.
	By:	/s/ Les Ottolenghi
		Les<br>Ottolenghi, CEO

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