VASO 8-K/A
VASO Corp (VASO)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Amendment No. 1 to
FORM
CURRENT REPORT
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Explanatory Note
This Amendment No. 1 to Current Report on Form 8-K amends the Current Report on Form 8-K filed by Vaso Corporation on July 31, 2026 to provide the unaudited pro forma condensed consolidated financial information required by Item 9.01(b) of Form 8-K in connection with the disposition of NetWolves Network Services LLC described therein. Except as set forth herein, no other changes have been made to the original Current Report on Form 8-K.
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Item 9.01. Financial Statements and Exhibits
This Amendment No. 1 amends and supplements Item 9.01 of the Original Report solely to provide the unaudited pro forma financial information required by Item 9.01(b) of Form 8-K.
(b) Pro Forma Financial Information
The unaudited pro forma condensed consolidated financial information of Vaso giving effect to the disposition of NetWolves is filed as Exhibit 99.1 to this Amendment No. 1 to Current Report on Form 8-K and is incorporated herein by reference.
(d) Exhibits.
| Exhibit No. | Description | |
| 10.1 | Equity Purchase Agreement, dated as of July 31, 2026, by and among COEO Solutions, LLC, NetWolves Network Services LLC, VasoTechnology, Inc. and Vaso Corporation (incorporated by reference to Exhibit 10.1 to Vaso Corporation’s Current Report on Form 8-K filed on July 31, 2026). | |
| 99.1 | Unaudited pro forma condensed consolidated financial information of Vaso Corporation giving effect to the disposition of NetWolves Network Services LLC. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: August 6, 2026
| VASO CORPORATION | ||
| By: | /s/ Jun Ma | |
| Name: | Jun Ma | |
| Title: | Chief Executive Officer and President | |
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Exhibit 99.1
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION
Item 9.01. Financial Statements and Exhibits
(d) Exhibit 99.1.
The following unaudited pro forma financial statements were derived from Vaso’s historical financial statements and are being presented to give effect to the disposition of NetWolves for a base purchase price under the Purchase Agreement of $14,500,000 in cash, subject to customary adjustments as described in Item 1.01 of this report as filed on July 31, 2026.
Presented below are the following unaudited pro forma financial statements:
| ● | Condensed consolidated balance sheet as of March 31, 2026, as adjusted assuming the NetWolves Disposition had occurred on March 31, 2026; and |
| ● | Condensed consolidated statements of operations for the year ended December 31, 2025, and the three months ended March 31, 2026, as adjusted assuming the NetWolves Disposition had occurred on January 1, 2025 |
The unaudited pro forma condensed financial statements are prepared in accordance with Rule 8-05 and Article 11 of Regulation S-X. The pro forma adjustments have been made solely for the purpose of providing pro forma financial information as required by the U.S. Securities and Exchange Commission (SEC) rules. Differences between these pro forma adjustments and the final accounting for NetWolves Disposition may be material. The pro forma adjustments are described in the accompanying notes and are based upon information and assumptions available at the time of the filing of this report.
The pro forma financial information is provided for informational purposes only and is not representative or necessarily indicative of what the actual consolidated results of operations or the consolidated financial position of Vaso would have been had the NetWolves Disposition occurred on the dates assumed, nor are they necessarily representative or indicative of Vaso’s future consolidated results of operations or consolidated financial position. The unaudited pro forma condensed consolidated balance sheet and statements of operations should be read in conjunction with (i) the accompanying notes to the pro forma financial information (ii) the Current Report on Form 8-K filed with the SEC on July 31, 2026 (for reporting the Purchase Agreement), (iii) the historical audited consolidated financial statements and accompanying notes of Vaso contained in its Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on March 31, 2026 (2025 Form 10-K), and (iv) the historical unaudited condensed consolidated financial statements and accompanying notes of Vaso contained in its Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2026, filed with the SEC on May 15, 2026 (First Quarter 2026 Form 10-Q). All amounts within are presented in thousands except per share data.
VASO CORPORATION AND SUBSIDIARIES
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
AS OF MARCH 31, 2026
(in thousands, except share and per share data)
| As Reported1 | Pro Forma Adjustments2 | Pro Forma | ||||||||||
| ASSETS | ||||||||||||
| CURRENT ASSETS | ||||||||||||
| Cash and cash equivalents | $ | 21,973 | $ | 9,956 | $ | 31,929 | ||||||
| Restricted cash | - | 2,850 | 2,850 | |||||||||
| Accounts and other receivables, net | 21,544 | (2,223 | ) | 19,321 | ||||||||
| Receivables due from related parties | 1,099 | - | 1,099 | |||||||||
| Inventories, net | 827 | - | 827 | |||||||||
| Deferred commission expense | 3,688 | - | 3,688 | |||||||||
| Prepaid expenses and other current assets | 2,013 | (1,078 | ) | 935 | ||||||||
| Total current assets | 51,144 | 9,505 | 60,649 | |||||||||
| Property and equipment, net | 1,245 | (1,133 | ) | 112 | ||||||||
| Operating lease right of use assets | 2,110 | (316 | ) | 1,794 | ||||||||
| Goodwill | 10,978 | (9,736 | ) | 1,242 | ||||||||
| Intangibles, net | 2,168 | (645 | ) | 1,523 | ||||||||
| Other assets, net | 7,095 | (27 | ) | 7,068 | ||||||||
| Investment in EECP Global | 78 | - | 78 | |||||||||
| Deferred tax assets, net | 8,165 | (1,172 | ) | 6,993 | ||||||||
| Total assets | $ | 82,983 | $ | (3,524 | ) | $ | 79,459 | |||||
| LIABILITIES AND STOCKHOLDERS' EQUITY | ||||||||||||
| CURRENT LIABILITIES | ||||||||||||
| Accounts payable | $ | 3,917 | $ | (2,635 | ) | $ | 1,282 | |||||
| Accrued commissions | 852 | (66 | ) | 786 | ||||||||
| Accrued expenses and other liabilities | 4,991 | (792 | ) | 4,199 | ||||||||
| Operating lease liabilities - current | 1,130 | (248 | ) | 882 | ||||||||
| Sales tax payable | 738 | (539 | ) | 199 | ||||||||
| Deferred revenue - current portion | 18,642 | - | 18,642 | |||||||||
| Notes payable - current portion | 290 | - | 290 | |||||||||
| Due to related party | 3 | - | 3 | |||||||||
| Total current liabilities | 30,563 | (4,280 | ) | 26,283 | ||||||||
| LONG-TERM LIABILITIES | ||||||||||||
| Operating lease liabilities, net of current portion | 980 | (68 | ) | 912 | ||||||||
| Deferred revenue, net of current portion | 20,878 | - | 20,878 | |||||||||
| Other long-term liabilities | 1,960 | - | 1,960 | |||||||||
| Total long-term liabilities | 23,818 | (68 | ) | 23,750 | ||||||||
| Total liabilities | 54,381 | (4,348 | ) | 50,033 | ||||||||
| STOCKHOLDERS' EQUITY | ||||||||||||
| Preferred stock, $.01 par value; 1,000,000 shares authorized; nil shares issued and outstanding | - | - | - | |||||||||
| Common stock, $.001 par value; 250,000,000 shares authorized; 175,953,035 shares issued and outstanding | 176 | - | 176 | |||||||||
| Additional paid-in capital | 62,088 | - | 62,088 | |||||||||
| Accumulated deficit | (33,399 | ) | 824 | (32,575 | ) | |||||||
| Accumulated other comprehensive loss | (263 | ) | - | (263 | ) | |||||||
| Total stockholders' equity | 28,602 | 824 | 29,426 | |||||||||
| Total liabilities and stockholders' equity | $ | 82,983 | (3,524 | ) | $ | 79,459 | ||||||
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VASO CORPORATION AND SUBSIDIARIES
NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
| (1) | Vaso’s historical financial information has been derived from its First Quarter 2026 Form 10-Q. |
| (2) | Pro forma adjustments reflect the NetWolves Disposition for pre-tax net cash proceeds of approximately $10 million and elimination of assets and liabilities attributable to NetWolves. These adjustments reflect the estimated gain of approximately $0.8 million arising from the transaction as of July 31, 2026. The gain recorded upon close was estimated and may be subject to change and will be based on actual amounts as of the close date. No adjustment has been made to the sale proceeds to give effect to any potential post-closing adjustments under the terms of the Purchase Agreement. |
A reconciliation of the sale price to net cash proceeds follows (in thousands):
| Sale price | $ | 14,500 | ||
| Closing cash | 400 | |||
| Closing Indebtedness | (1,123 | ) | ||
| Unpaid seller expenses | (971 | ) | ||
| Net proceeds | $ | 12,806 | ||
| Escrow receivable | $ | (2,850 | ) | |
| Net cash proceeds | $ | 9,956 |
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VASO CORPORATION AND SUBSIDIARIES
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS AND COMPREHENSIVE LOSS
FOR THE THREE MONTHS ENDED MARCH 31, 2026
(in thousands, except share and per share data)
| As Reported1 | Pro Forma Adjustments | Pro Forma | ||||||||||||
| Revenues | ||||||||||||||
| Managed IT systems and services | $ | 9,561 | $ | (9,561 | ) | (a) | $ | - | ||||||
| Professional sales services | 9,235 | - | 9,235 | |||||||||||
| Equipment sales and services | 560 | - | 560 | |||||||||||
| Total revenues | 19,356 | (9,561 | ) | 9,795 | ||||||||||
| Cost of revenues | ||||||||||||||
| Cost of managed IT systems and services | 5,506 | (5,506 | ) | (a) | - | |||||||||
| Cost of professional sales services | 2,013 | - | 2,013 | |||||||||||
| Cost of equipment sales and services | 261 | - | 261 | |||||||||||
| Total cost of revenues | 7,780 | (5,506 | ) | 2,274 | ||||||||||
| Gross profit | 11,576 | (4,055 | ) | 7,521 | ||||||||||
| Operating expenses | ||||||||||||||
| Selling, general and administrative | 12,723 | (4,365 | ) | (b) | 8,390 | |||||||||
| (58 | ) | (c) | ||||||||||||
| 90 | (c) | |||||||||||||
| Research and development | 183 | - | 183 | |||||||||||
| Total operating expenses | 12,906 | (4,333 | ) | 8,573 | ||||||||||
| Operating loss | (1,330 | ) | 278 | (1,052 | ) | |||||||||
| Other (expense) income | ||||||||||||||
| Interest and other income, net | 259 | (57 | ) | (b) | 202 | |||||||||
| Loss on disposal of fixed assets | (4 | ) | 4 | (b) | - | |||||||||
| Total other income, net | 255 | (53 | ) | 202 | ||||||||||
| Loss before income taxes | (1,075 | ) | 225 | (850 | ) | |||||||||
| Income tax benefit | 188 | (63 | ) | (e) | 125 | |||||||||
| Net loss | $ | (887 | ) | $ | 162 | $ | (725 | ) | ||||||
| Other comprehensive loss | ||||||||||||||
| Foreign currency translation gain (loss) | 52 | - | 52 | |||||||||||
| Comprehensive loss | $ | (835 | ) | $ | 162 | $ | (673 | ) | ||||||
| Loss per common share - basic and diluted | $ | (0.01 | ) | $ | - | $ | (0.00 | ) | ||||||
| Weighted average common shares outstanding - basic and diluted | 175,953 | - | 175,953 | |||||||||||
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VASO CORPORATION AND SUBSIDIARIES
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME
FOR THE YEAR ENDED DECEMBER 31, 2025
(in thousands, except share and per share data)
| As Reported1 | Pro Forma Adjustments | Pro Forma | ||||||||||||
| Revenues | ||||||||||||||
| Managed IT systems and services | $ | 42,465 | $ | (39,289 | ) | (a) | $ | 3,176 | ||||||
| Professional sales services | 44,191 | - | 44,191 | |||||||||||
| Equipment sales and services | 2,440 | - | 2,440 | |||||||||||
| Total revenues | 89,096 | (39,289 | ) | 49,807 | ||||||||||
| Cost of revenues | ||||||||||||||
| Cost of managed IT systems and services | 25,032 | (23,119 | ) | (a) | 1,913 | |||||||||
| Cost of professional sales services | 8,567 | - | 8,567 | |||||||||||
| Cost of equipment sales and services | 825 | - | 825 | |||||||||||
| Total cost of revenues | 34,424 | (23,119 | ) | 11,305 | ||||||||||
| Gross profit | 54,672 | (16,170 | ) | 38,502 | ||||||||||
| Operating expenses | ||||||||||||||
| Selling, general and administrative | 52,196 | (21,539 | ) | (b) | 30,775 | |||||||||
| (131 | ) | (c) | ||||||||||||
| 249 | (c) | |||||||||||||
| Research and development | 728 | - | 728 | |||||||||||
| Impairment of goodwill | 4,639 | - | 4,639 | |||||||||||
| Total operating expenses | 57,563 | (21,421 | ) | 36,142 | ||||||||||
| Operating (loss) income | (2,891 | ) | 5,251 | 2,360 | ||||||||||
| Other (expense) income | ||||||||||||||
| Interest and financing costs | (25 | ) | 25 | (b) | - | |||||||||
| Interest and other income, net | 790 | (60 | ) | (b) | 730 | |||||||||
| Gain on sale of subsidiary | 827 | 824 | (d) | 1,651 | ||||||||||
| Loss on disposal of fixed assets | (7 | ) | 8 | (b) | 1 | |||||||||
| Total other income, net | 1,585 | 797 | 3,554 | |||||||||||
| Loss before income taxes | (1,306 | ) | 6,048 | 4,742 | ||||||||||
| Income tax benefit | 2,875 | (1,455 | ) | (e) | 1,420 | |||||||||
| Net income | $ | 1,569 | $ | 4,593 | $ | 6,162 | ||||||||
| Other comprehensive income | ||||||||||||||
| Foreign currency translation gain (loss) | 127 | - | 127 | |||||||||||
| Comprehensive income | $ | 1,696 | $ | 4,593 | $ | 6,289 | ||||||||
| Income per common share - basic and diluted | $ | 0.01 | $ | 0.04 | ||||||||||
| Weighted average common shares outstanding - basic | 175,814 | 175,814 | ||||||||||||
| Weighted average common shares outstanding - diluted | 175,995 | 175,995 | ||||||||||||
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VASO CORPORATION AND SUBSIDIARIES
NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
(1) Vaso’s historical financial information has been derived from its First Quarter 2026 Form 10-Q and 2025 Form 10-K, as applicable.
(a) This adjustment reflects the elimination of revenues and cost of goods sold of Netwolves.
(b) This adjustment reflects the elimination of operating, administrative and other expenses of NetWolves.
(c) Reflects management’s estimates of certain historical costs for executive salaries and benefits in general and administrative expenses and sales and marketing expenses that were allocated to NetWolves. The historical costs were added back to the statement of operations for the year ended December 31, 2025 and for the three months ended March 31, 2026, respectively, as the costs would be incurred by the Company.
(d) This adjustment reflects the estimated gain of approximately $0.8 million arising from the transaction as of July 31, 2026. The gain recorded upon close was estimated and may be subject to change and will be based on actual amounts as of the close date. No adjustment has been made to the sale proceeds to give effect to any potential post-closing adjustments under the terms of the Purchase Agreement.
(e) This adjustment represents the estimated income tax effect of the pro-forma adjustments. The tax effect of the pro-forma adjustments was calculated using the historical statutory rates in effect for the periods presented.
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