Item 1.01 Entry Into Material Definitive Agreement.
On February 24, 2023 Vado Corp. (the "Company") completed the share exchange
(the "Exchange") contemplated by the Share Exchange Agreement (the "Exchange
Agreement") dated January 30, 2023 with Socialcom, Inc, d/b/a AudienceX, a
California corporation ("aX") and the shareholders of aX signatory thereto (the
"Closing"). Pursuant to the Closing of the Exchange, the Company issued the aX
shareholders signatory thereto a total of 169,434,640 shares of the Company's
common stock, representing approximately 96% of the shares of the Company's
outstanding common stock after giving effect to such issuance, in exchange for
all of the shares of aX common stock held by such aX shareholders. As a result
of the Closing of the Exchange, aX became an approximately 96.6% owned
subsidiary of the Company. aX is a digital marketing and services company
focused on delivering integrated advertising and technology performance
solutions to independent agencies and brands through its omnichannel trading
desk platform. Certain additional information about aX and the Exchange is
available in the Company's Annual Report on Form 10-K for the fiscal year ended
November 30, 2022 as filed on February 22, 2023. Following the Exchange, the
Company intends to file a registration statement on Form 10 (the "Form 10")
disclosing additional information as to aX as well as such other information as
is required by such Form 10. Investors are urged to not invest in the Company's
common stock or common stock equivalents on the basis of our acquisition of aX
before the Form 10 is filed as necessary to provide investors the opportunity to
review more robust information and disclosure about aX, and the risks and
uncertainties inherent in an investment in the combined Company.
In connection with the Exchange, the Company also agreed to the following: (i)
the cancellation of 93 million shares of common stock held by David Lelong,
which was effected at the Closing, (ii) the issuance 22,793,540 options to
purchase common stock of the Company to aX directors, officers, employees and
consultants under the Company's 2023 Equity Incentive Plan in exchange for the
cancellation of 2,604,976 outstanding aX stock options held by such persons, and
(iii) execution of the Stock Purchase Agreement (the "SPA") for a financing
resulting in gross proceeds to the Company of $1,500,000 (the "Secondary
Financing"). The first tranche of the Secondary Financing, in which the Company
sold 25,000 shares of Series A Convertible Preferred Stock (the "Series A") for
$750,000, closed simultaneously with the Closing of the Exchange. The second
tranche of the Secondary Financing which contemplates the sale by the Company of
an additional 25,000 shares of Series A for an additional $750,000 is scheduled
to close on May 25, 2023, the 90th day following the closing of the first
tranche.
The foregoing description of the Exchange and the Secondary Financing and the
transaction documents entered into in connection therewith does not purport to
be complete and is qualified in its entirety by reference to the Company's
Current Report on Form 8-K filed on February 21, 2023 (the "Prior 8-K")
disclosing the execution of those and related documents and to the full text of
such documents, forms of which are filed as Exhibits 4.1 and 10.1 through 10.4
of the Prior 8-K.
Item 3.02 Unregistered Sales of Equity Securities.
The information contained in Item 1.01 of this Current Report on Form 8-K is
incorporated herein by reference. Each of the Exchange and the Secondary
Financing were exempt from registration under the Securities Act of 1933
pursuant to Rule 506(b) of Regulation D promulgated thereunder as a transaction
not involving a public offering.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Effective at the Closing, the number of directors of the Company was fixed at
three, and Jason Wulfsohn and Reeve Benaron were appointed to serve on the Board
of Directors. Effective upon the Closing, David Lelong tendered his resignation
as the sole officer of the Company, and Jason Wulfsohn and Ryan Carhart were
appointed as the Company's Chief Executive Officer and Chief Financial Officer,
respectively. The Company intends to include a description of the five-year
business experience and certain other information about Messrs. Wulfsohn,
Benaron and Carhart in the Form 10 referred to above which the Company intends
to file.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
Simultaneously with the Closing of the Exchange, the Company changed its fiscal
year end from November 30 to December 31 as a result the Exchange to conform its
fiscal year end to that of aX.
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