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): January 8, 2025
VIP Play, Inc.
(Exact name of registrant as specified in its charter)
| Nevada | | 000-56290 | | 85-0738656 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (I.R.S. Employer Identification No.) |
| 1645 Pine Tree Ln, Suite 2, Sarasota, Florida | | 34236 |
| (Address of principal executive offices) | | (Zip 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 communications pursuant to Rule 425 under the Securities Act (17CFR 230.425) |
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| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| ☐ | Pre-commencement 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.
Item 1.01 Entry into a Material Definitive Agreement.
On January 8, 2025, VIP Play, Inc., a Nevada corporation (the “Company,” “us,” “we” or “our”) entered into an Amended and Restated Agreement for the Provision of a Sports Betting Solution (the “Agreement”) with Sports Information Services Limited, a Malta registered company, a supplier of sports betting solutions to business-to-consumer operators (“Supplier”). The Agreement amends, restates and replaces that certain Agreement for the Provision of a Sports Betting Solution we entered into with Supplier on November 1, 2024 in its entirety. Pursuant to the terms of the Agreement, Supplier has agreed to provide certain services (the “Services”) to us to use through our software platform over which gaming and betting transactions with our 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 Services to be provided by Supplier pursuant to the Agreement include: (i) the provision and hosting of Supplier’s frontend application in HTML5 for desktop and touch devices, adapted for different screen sizes (e.g. mobile, tablet, desktop), and styling and skinning of such application, in each case to the extent agreed in writing between us and Supplier; (ii) the provision of the Supplier’s standard sportsbook offering from time to time, which as at the date of this Agreement includes: pre-event and live event betting and markets, functionality for bet placement and functionality for providing results and enabling bet settlement; (iii) continuous pricing, event risk management, result settlement and customer risk management; (iv) continuous second line support; and (v) dedicated client account management and client account support 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.
The above is a summary of the material terms of the Agreement and is qualified in its entirety by reference to the full text of the Agreement, which is attached hereto as Exhibit 10.1, and is incorporated herein by reference. This summary may not contain all of the information about the Agreement that is important to you. We urge you to read the Agreement in its entirety carefully.
Item 9.01 Financial Statements and Exhibits
*Certain portions of this exhibit have been omitted pursuant to Regulation S-K Item 601(b)(10)(iv).
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: January 8, 2025 | VIP PLAY, INC. |
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| | By: | /s/ James Mackey |
| | | James Mackey, CFO |
