Item 1.01 Entry Into Material Definitive Agreement.

On November 22, 2022, Vado Corp. (the "Company") entered into a Stock Purchase Agreement (the "Purchase Agreement") with an accredited investor pursuant to which the Company sold to the purchaser 20,000 shares of the Company's 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 $40,000 in gross proceeds from the Offering. 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 9.01 Financial Statements and Exhibits.

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





Exhibit No.    Description
4.1              Certificate of Designation of Series A Convertible Preferred Stock
10.1             Form of Stock Purchase Agreement
104            Cover Page Interactive Data File (formatted as Inline XBRL and
               contained in Exhibit 101)

* Certain schedules and exhibits to this agreement have been omitted in accordance with Item 601(b)(2) of Regulation S-K. A copy of any omitted schedule and/or exhibit will be furnished to the Securities and Exchange Commission upon request.

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