UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~November~~September 1527, ~~2023~~2024

Vado Corp.

(Exact name of registrant as specified in its charter)

Nevada	~~333~~000-~~222593~~56616	30-0968244
(State or Other Jurisdiction	(Commission	(I.R.S. Employer
of Incorporation)	File Number)	Identification No.)

~~13468~~212 ~~Beach~~S. ~~Avenue~~Gale Drive

~~Marina~~Beverly ~~Del Ray~~Hills, CA ~~90292~~90211

(Address of Principal Executive Office) (Zip Code)

(888) 545-0009

(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act: None

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by checkmark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 15.0102 ~~Entry~~Departure ~~Into~~of ~~Material~~Directors ~~Definitive~~or ~~Agreement~~Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On ~~November~~September 1527, ~~2023~~2024, ~~Vado~~Steve ~~Corp.~~Dang, (the ~~“Company”)~~Vice ~~borrowed~~President ~~$625,000~~of ~~from~~Finance ~~an entity controlled by Jason Wulfsohn (the “Lender”)~~ and ~~issued~~principal ~~the~~financial ~~Lender~~officer aof ~~Fixed-Rate~~Vado ~~Convertible~~Corp. ~~Promissory Note~~ (the “~~Note~~Company”) ~~in the principal amount of $625~~,~~000.~~ ~~The~~resigned ~~Note~~as ~~has~~the aVice ~~maturity~~President ~~date~~ of ~~December~~Finance ~~31, 2025~~ and ~~bears~~principal ~~interest~~financial ~~at a rate of 8~~officer.5% per annum, subject to increase to 18% upon the occurrence of an event of default. Under the terms of the Note, the Holder may convert all or part of the outstanding balance into shares of the Company’s common stock at a conversion price of $0.32 per share, subject to adjustment.

~~The~~On ~~foregoing~~October ~~description~~16, of2024, the ~~Note~~Company’s ~~does~~Board ~~not~~of ~~purport~~Directors toappointed beAmanda ~~complete~~Edris, ~~and~~35, isas ~~qualified~~the inprincipal ~~its~~financial ~~entirety~~officer byand ~~the~~as ~~form~~an executive officer of ~~Note~~the ~~which~~Company, as that term is ~~included~~defined asin ~~Exhibit~~the ~~10.1~~Securities toExchange ~~this~~Act ~~Current~~of ~~Report~~1934 onin ~~Form~~17 8C.F.R. § 240.3b-K7.

~~Item~~Ms. 3Edris holds the title of Controller of the Company, a position she has held since August 2023.02 ~~Unregistered~~She ~~Sale~~previously served as Assistant Controller of ~~Equity~~the ~~Securities~~Company from September 2022 to August 2023. Prior to joining the Company, she was a Finance Manager at Ontic, an aircraft parts supplier, from March 2022 to September 2022 and served as a Senior Accountant at Ontic from April 2020 to March 2022. Ms. Edris also served as a Staff Accountant at Willis Lease Aerospace, an aircraft parts lessor and service provider, from March 2019 to April 2020.

~~The~~There ~~information~~was ~~contained~~no inarrangement ~~Item~~or ~~1.01~~understanding ofbetween ~~this~~Ms. ~~Current~~Edris ~~Report~~and onany ~~Form~~other ~~8-K~~persons ispursuant ~~incorporated~~to ~~herein~~which byshe ~~reference.~~was ~~The~~appointed ~~securities~~as ~~offered under~~ the ~~terms~~principal offinancial ~~the~~officer ~~Note~~or ~~were~~as ~~not~~an ~~registered~~executive ~~under~~officer ~~the~~and ~~Securities~~there ~~Act~~are ofno ~~1933~~related ~~and~~party ~~are~~transactions ~~exempt~~between ~~from~~the ~~registration~~Company ~~pursuant~~and toMs. ~~Section~~Edris ~~4(a)(2)~~reportable ~~thereof~~under ~~and~~Item ~~Rule 506~~404(ba) of Regulation ~~D promulgated thereunder~~S-K.

~~Item 9.01 Financial Statements and Exhibits~~SIGNATURES

~~(d)~~Pursuant ~~The~~to ~~following~~the ~~exhibits~~requirements ~~are~~of ~~filed~~the asSecurities ~~part~~Exchange Act of 1934, as amended, the registrant has duly caused this report: to be signed on its behalf by the undersigned hereunto duly authorized.

			Incorporated by Reference			Filed or Furnished
	VADO CORP.
Exhibit #		Exhibit Description	Form	Date	Number	Herewith
October 18, 2024	By:	/s/ Jason Wulfsohn
10.1		Form of Convertible Promissory Note	10-Q	11/14/2023	10.2
		Jason Wulfsohn, Chief Executive Officer
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	VADO CORP.
November 21, 2023	By:	/s/ Ryan Carhart
		Ryan Carhart, Chief Financial Officer

false 0001700849 0001700849 2023-11-15 2023-11-15

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