Item 1.01 Entry Into Material Definitive Agreement.

On June 26, 2020, Vado Corp. (the "Company") entered into a Securities Purchase Agreement (the "Purchase Agreement") with an accredited investor pursuant to which the Company sold to the purchaser 100,000 shares of the Company's newly designated Series A Convertible Preferred Stock, par value $0.001 per share (the "Series A") at a purchase price of $2.00 per share (the "Offering"). The Company received $200,000 in gross proceeds from the Offering, before deducting legal fees and related offering expenses. Each share of the Series A is convertible into 20 shares of the Company's common stock, par value $0.001 per share.

The offer and sale of the Series A pursuant to the Purchase Agreement was not registered under the Securities Act of 1933 and are exempt from registration pursuant to Section 4(a)(2) thereof and Rule 506(b) promulgated thereunder.

The description of the Series A, the Purchase Agreement, and the Offering is qualified in its entirety by the full text of the Certificate of Designations for the Series A (the "Series A Certificate") and the form of Purchase Agreement, which are attached to this Current Report on Form 8-K as Exhibits 4.1 and 10.1, respectively, and are incorporated herein by reference.

Item 3.02 Unregistered Sales of Equity Securities.

To the extent required by Item 3.02 of Form 8-K, the information contained in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference




Item 8.01 Other Events.

In connection with the Offering, on June 10, 2020 the Company amended its Certificate of Incorporation to authorize up to 10,000,000 shares of "blank check" preferred stock, with such designations, powers, preferences, rights, limitations, and restrictions as may be determined by resolution of the Board of Directors of the Company, and on June 12, 2020, the Company filed the Series A Certificate.

Item 9.01 Financial Statements and Exhibits

(d) The following exhibits are filed as part of this report:





Exhibit No.    Description
4.1              Certificate of Designations of Series A Convertible Preferred Stock
10.1             Form of Securities Purchase Agreement*

* Exhibits have been omitted. The Company hereby agrees to furnish to the Commission upon request any omitted information.

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