--- schema_version: "secwatch.filing_event.v1" accession: "0001185185-23-000153" form_type: "8-K" ticker: null cik: "0001700849" company_name: "Vado Corp." filed_at: "2023-02-21T23:59:59+00:00" generated_at: "2026-06-19T07:06:49.181106+00:00" event_type: "m_and_a" sentiment: "neutral" materiality_score: 0.9 calibrated_materiality_score: 0.9 confidence: "high" source: SEC EDGAR --- # Vado Corp. to acquire AudienceX via share exchange; AX shareholders to own 96% of combined company ## Summary - Vado to issue 169,434,641 shares (96% of post-exchange) to AX shareholders for all AX shares. - David Lelong resigns as officer; Jason Wulfsohn appointed CEO, Ryan Carhart CFO; board set at three. - Concurrent $1.5M financing via Series A convertible preferred stock; first $750k tranche at closing. - Closing expected on or before Feb 24, 2023, subject to conditions including cancellation of 93M Lelong shares. - AX (AudienceX) is a digital marketing and services company with omnichannel trading desk platform. ## SEC filing metadata - accession: 0001185185-23-000153 - form_type: 8-K - cik: 0001700849 - company_name: Vado Corp. - filed_at: 2023-02-21T23:59:59+00:00 - event_type: m_and_a - sentiment: neutral - materiality_score: 0.9 - calibrated_materiality_score: 0.9 - confidence: high - sec_items: 1.01, 3.02, 5.03, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1700849/000118518523000153/0001185185-23-000153-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1700849/000118518523000153/vado20230202_8k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001185185-23-000153 - JSON: https://secwatch.observer/filing/0001185185-23-000153.json - Plain text: https://secwatch.observer/filing/0001185185-23-000153.txt ## Key facts - Governance Changes Vado Corp.: Certificate of Amendment to Certificate of Designations of Series A Convertible Preferred Stock filed, amending senior ranking, liquidation preference, and conversion ratio adjustment provisions (effective 2023-02-21). - Change: charter amendment - Effective: 2023-02-21 source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1700849/000118518523000153/0001185185-23-000153-index.htm - Material Agreements Vado Corp. entered into Stock Purchase Agreement with Accredited investor (also AX shareholder) valued at Sale of up to 50,000 shares of Series A Convertible Preferred Stock at $30 per share; convertible in (effective 2023-01-30). - Action: entry - Agreement: equity purchase - Counterparty: Accredited investor (also AX shareholder) - Value: Sale of up to 50,000 shares of Series A Convertible Preferred Stock at $30 per share; convertible in - Effective: 2023-01-30 source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1700849/000118518523000153/0001185185-23-000153-index.htm - Material Agreements Vado Corp. entered into Share Exchange Agreement with Socialcom, Inc, d/b/a AudienceX valued at 169,434,641 shares of Company common stock (approx. 96% outstanding); exchange for all AX common sha (effective 2023-01-30). - Action: entry - Agreement: merger - Counterparty: Socialcom, Inc, d/b/a AudienceX - Value: 169,434,641 shares of Company common stock (approx. 96% outstanding); exchange for all AX common sha - Effective: 2023-01-30 source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1700849/000118518523000153/0001185185-23-000153-index.htm - Material Agreements Vado Corp. entered into Investor Rights Agreement with Accredited investor (also AX shareholder) valued at Company agrees to register for resale shares of common stock issued under Series A and Exchange Agre (effective 2023-01-30). - Action: entry - Agreement: equity purchase - Counterparty: Accredited investor (also AX shareholder) - Value: Company agrees to register for resale shares of common stock issued under Series A and Exchange Agre - Effective: 2023-01-30 source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1700849/000118518523000153/0001185185-23-000153-index.htm - Material Agreements Vado Corp. amended Share Exchange Agreement (amended and restated) with Socialcom, Inc, d/b/a AudienceX valued at 169,434,641 shares of Company common stock (approx. 96% outstanding); exchange for all AX common sha (effective 2023-02-17). - Action: amendment - Agreement: merger - Counterparty: Socialcom, Inc, d/b/a AudienceX - Value: 169,434,641 shares of Company common stock (approx. 96% outstanding); exchange for all AX common sha - Effective: 2023-02-17 source text: (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. evidence_url: https://www.sec.gov/Archives/edgar/data/1700849/000118518523000153/0001185185-23-000153-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.