---
schema_version: "secwatch.filing_event.v1"
accession: "0001393905-23-000102"
form_type: "8-K"
ticker: "VIPZ"
cik: "0001832161"
company_name: "VIP Play, Inc."
filed_at: "2023-03-02T23:59:59+00:00"
generated_at: "2026-06-18T15:57:32.340737+00:00"
event_type: "other_material"
sentiment: "neutral"
materiality_score: 0.7
calibrated_materiality_score: 0.7
confidence: "high"
source: SEC EDGAR
---

# KeyStar Corp. repurchases 3.3M Series C Preferred shares from former CEO for $2M, issues $1.7M promissory note

## Summary
- Repurchased 3,313,333 Series C Preferred shares from former CEO John Linss and Corespeed, LLC for $2,000,000.
- Paid $300,000 cash at closing; issued 5% promissory note for $1,700,000 balance.
- Note requires at least $850,000 payment by 12-month anniversary; balloon due by 24-month anniversary or 5 days after listing on Nasdaq/NYSE/NYSE American.
- Transaction stems from Separation Agreement dated January 10, 2023, following Linss's resignation as CEO and board member.

## SEC filing metadata
- accession: 0001393905-23-000102
- form_type: 8-K
- ticker: VIPZ
- cik: 0001832161
- company_name: VIP Play, Inc.
- filed_at: 2023-03-02T23:59:59+00:00
- event_type: other_material
- sentiment: neutral
- materiality_score: 0.7
- calibrated_materiality_score: 0.7
- confidence: high
- sec_items: 1.01, 2.03, 5.02, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1832161/000139390523000102/0001393905-23-000102-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1832161/000139390523000102/keyr-20230227.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001393905-23-000102
- JSON: https://secwatch.observer/filing/0001393905-23-000102.json
- Plain text: https://secwatch.observer/filing/0001393905-23-000102.txt

## Key facts
- Debt Financings
  VIP Play, Inc. incurred loan of $1,700,000 with John Linss at 5% per annum maturing the earlier of the 24-month anniversary of the Note or five days after the Company's common stock is listed for public trading on either the Nasdaq Stock Market.
  - Instrument: loan
  - Principal: $1,700,000
  - Counterparty: John Linss
  - Rate: 5% per annum
  - Maturity: the earlier of the 24-month anniversary of the Note or five days after the Company's common stock is listed for public trading on either the Nasdaq Stock Market
  - Event: incurrence
  source text: “ Purchase Agreements ”) for the purchase of the Shares. The Company paid $300,000 at the closing and entered into a promissory note (the “ Note ”) with Linss for the remaining $1,700,000 of the purchase price. The Note bears interest at a rate of 5% per annum, does not include early prepayment penalties, and requires the following payments: (i) no less than
  evidence_url: https://www.sec.gov/Archives/edgar/data/1832161/000139390523000102/0001393905-23-000102-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.