Item 5.01 Changes in Control of Registrant.
On May 22, 2020, David Lelong purchased from Dusan Konc 2,000,000 shares of
Common Stock of Vado Corp. (the "Company") and a convertible promissory note
with a face value of $29,973, payable by the Company and convertible into shares
of Common Stock at $0.001 per share (the "Note"), for a total purchase price of
$100,000 (the "Change of Control"). The Change of Control was affected pursuant
to a Securities Purchase Agreement dated May 22, 2020 (the "Purchase Agreement")
by and among Mr. Lelong as the purchaser, the Company, and Mr. Konc, the
Company's majority shareholder, sole director and officer, as the seller. The
Company was a party to the Purchase Agreement for the sole purpose of providing
the representations and warranties contained therein. The Note accrues interest
at a rate of 12% per annum which increases to 18% per annum upon an event of
default, matures on February 18, 2021, may be prepaid by the Company, and is
subject to customary conversion price adjustments upon the occurrence of certain
dilutive events.
Following the Change of Control, Mr. Lelong owns 2,000,000 shares of Common
Stock, which constitutes approximately 60% of the Common Stock issued and
outstanding. If Mr. Lelong were to fully convert the Note, he would own
31,973,000 shares of Common Stock and under Rules of the Securities and Exchange
Commission is deemed to be presently the beneficial owner of 31,973,000 shares.
The foregoing description of the Note does not purport to be complete and is
qualified in its entirety by reference to the full text of the Note, which is
attached as Exhibit 4.1 to this Current Report on Form 8-K and incorporated
herein by reference.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On May 22, 2020, effective upon the Change of Control, Mr. Konc resigned as the
Company's director, Chief Executive Officer, Chief Financial Officer, President,
treasurer and secretary and was replaced in each such role by Mr. Lelong.
Prior to his appointment, Mr. Lelong served as Chief Executive Officer and
director at Better Choice Company Inc. from April 29, 2016 until March 4, 2019
and March 14, 2019, respectively. Mr. Lelong also served as Chief Financial
Officer, President, treasurer and secretary at Better Choice Company Inc. from
April 29, 2016 until May 28, 2019. Prior to that, for over four years Mr. Lelong
was a consultant to businesses and entrepreneurs, assisting with the development
of products and sales through the use of Internet marketing.
Other than the Change of Control, there was no arrangement or understanding
between Mr. Lelong and any other persons pursuant to which he was selected as an
officer and there are no related party transactions between the Company and Mr.
Lelong reportable under Item 404(a) of Regulation S-K.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year
On May 22, 2020, in connection with the Change of Control, the Company's Bylaws
were amended and restated in their entirety to, among other things, enable the
Company's board of directors to fix the number of directors within a range of
one to five directors. The foregoing description of the Amended and Restated
Bylaws does not purport to be complete and is qualified in its entirety by
reference to the full text of the Amended and Restated Bylaws of the Company,
which are attached as Exhibit 3.1 to this Current Report on Form 8-K and
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
3.1 Amended and Restated Bylaws
4.1 Convertible Promissory Note
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