Vado Corp. to acquire AudienceX via share exchange; AX shareholders to own 96% of combined company

On February 21, 2023, the Company filed a Certificate of Amendment to the Certificate of Designations of the Series A with the Secretary of State of the State of Nevada, which amended the Series A by: (i) providing the holders with senior ranking with respect to the Company’s capital stock upon the occurrence of a liquidation, dissolution or winding up, (ii) providing the holders with a liquidation preference in the event of the merger or consolidation of the Company in which the Company is not the surviving entity, the sale of all of the assets of the Company in a transaction which requires shareholder approval or the dissolution or winding up of the Company, and (iii) clarifying the adjustment provisions of the conversion ratio of the Series A upon the occurrence of certain corporate events.

on January 30, 2023 in connection with the Exchange Agreement, the Company entered into a Stock Purchase Agreement (the “SPA”) and an Investor Rights Agreement (“IRA”) with an accredited investor (the “Investor”), which is also an AX shareholder, and amended and restated those agreements on February 17, 2023, pursuant to which the Company agreed to sell the Investor up to 50,000 shares of the Company’s Series A Convertible Preferred Stock (the “Series A”), which subject to beneficial ownership limitations is convertible into up to 1,000,000 shares of the Company’s common stock, at a purchase price of $30 per share of Series A in two equal tranches, with the first tranche closing simultaneously with the Closing of the Exchange and the second tranche closing on the 90th day after the Closing.

On January 30, 2023 Vado Corp. (the “Company”) entered into a Share Exchange Agreement (the “Exchange Agreement”) with Socialcom, Inc, d/b/a AudienceX, a California corporation (“AX”) and the shareholders of AX signatory thereto who collectively own 19,363,959 shares of AX common stock, or approximately 96.6% of the outstanding shares of AX common stock.

on January 30, 2023 in connection with the Exchange Agreement, the Company entered into a Stock Purchase Agreement (the “SPA”) and an Investor Rights Agreement (“IRA”) with an accredited investor (the “Investor”), which is also an AX shareholder, and amended and restated those agreements on February 17, 2023, pursuant to which the Company agreed to sell the Investor up to 50,000 shares of the Company’s Series A Convertible Preferred Stock (the “Series A”), which subject to beneficial ownership limitations is convertible into up to 1,000,000 shares of the Company’s common stock, at a purchase price of $30 per share of Series A in two equal tranches, with the first tranche closing simultaneously with the Closing of the Exchange and the second tranche closing on the 90th day after the Closing.

(the “Company”) entered into a Share Exchange Agreement (the “Exchange Agreement”) with Socialcom, Inc, d/b/a AudienceX, a California corporation (“AX”) and the shareholders of AX signatory thereto who collectively own 19,363,959 shares of AX common stock, or approximately 96.6% of the outstanding shares of AX common stock.