VIP Play, Inc. Announces Executive & Board Changes

Ticker: VIPZ · Form: 8-K · Filed: Oct 7, 2025 · CIK: 1832161

Vip Play, Inc. 8-K Filing Summary
FieldDetail
CompanyVip Play, Inc. (VIPZ)
Form Type8-K
Filed DateOct 7, 2025
Risk Levelmedium
Pages3
Reading Time4 min
Sentimentneutral

Sentiment: neutral

Topics: management-change, board-composition, executive-compensation

TL;DR

VIP Play, Inc. shaking up management and board. Big changes coming?

AI Summary

On October 3, 2025, VIP Play, Inc. announced changes in its executive team and board of directors. The company also disclosed information regarding compensatory arrangements for certain officers. This filing follows a period of transition for the company, previously known as KeyStar Corp. until November 12, 2020.

Why It Matters

Changes in executive leadership and board composition can signal shifts in company strategy, operational focus, or governance, potentially impacting investor confidence and future performance.

Risk Assessment

Risk Level: medium — Executive and board changes can introduce uncertainty regarding future strategy and execution, warranting closer monitoring.

Key Players & Entities

  • VIP Play, Inc. (company) — Registrant
  • KeyStar Corp. (company) — Former Company Name
  • October 3, 2025 (date) — Date of Report
  • November 12, 2020 (date) — Date of Name Change

FAQ

What specific roles have changed within VIP Play, Inc.'s executive team and board of directors?

The filing indicates changes in 'Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers' but does not specify the exact roles or individuals involved in this summary.

What are the details of the compensatory arrangements for the officers mentioned?

The filing lists 'Compensatory Arrangements of Certain Officers' as an item of disclosure, but the specific details of these arrangements are not provided in the provided text.

What is the primary business of VIP Play, Inc.?

VIP Play, Inc. is classified under 'RETAIL-MISCELLANEOUS RETAIL [5900]' according to its Standard Industrial Classification.

When did VIP Play, Inc. change its name from KeyStar Corp.?

VIP Play, Inc. changed its name from KeyStar Corp. on November 12, 2020.

Where is VIP Play, Inc.'s principal executive office located?

VIP Play, Inc.'s principal executive offices are located at 8400 W. Sunset Rd., Suite 300, Las Vegas, Nevada, 89113.

Filing Stats: 957 words · 4 min read · ~3 pages · Grade level 10.3 · Accepted 2025-10-06 21:34:41

Filing Documents

02

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On April 10, 2023, VIP Play, Inc's. (the " Company ," " us ," " our ") board of directors (the " Board ") approved a new stock option plan for our director's officers, employees, advisors and contractors (the " 2023 Plan "). The 2023 Plan provided for stock grants and options to purchase shares of our common stock to be awarded, at the discretion of the Board, to our director's officers, employees, advisors and contractors (collectively, " Participants ") as part of our wider approach to hire and retain the services of qualified individuals. The 2023 Plan was subsequently approved by a majority of our stockholders. On October 3, 2025, the Board approved two amendments to the 2023 Plan (the " Amendments "): (1) an increase in the aggregate number of shares of our 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 "); and (2) the ability to issue Participants a new type of award called Restricted Stock Units (" RSUs ") that represent the right to receive shares of our common stock upon the satisfaction of vesting or other specified conditions. The Share Increase is subject to approval of our stockholders within 12 months from the date of the Board's approval. 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 Amendments, the Board awarded Mr. Les Ottolenghi, our Chief Executive Officer, Principal Executive Officer and President, 7,284,464 RSUs and Mr. John Dermody, our VP of Operations, 500,000 RSUs (together, the " Officer Awards "). 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.

Financial Statements and Exhibits

Financial Statements and Exhibits Exhibit No. Description 10.1 VIP Play, Inc. 2023 Stock Plan, as Amended and Restated effective October 3, 2025 10.2 VIP Play, Inc. Restricted Stock Unit Agreement with Les Ottolenghi 10.3 VIP Play, Inc. Restricted Stock Unit Agreement with John Dermody 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 3

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Date: October 7, 2025 VIP PLAY, INC. By: /s/ Les Ottolenghi Les Ottolenghi, CEO 4

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