Vaso Corporation (VASO) nets $9,956 from NetWolves business sale

Rhea-AI Filing Summary

Vaso Corporation completed the sale of all issued and outstanding membership interests of its subsidiary NetWolves Network Services LLC to COEO Solutions, LLC under an Equity Purchase Agreement dated July 31, 2026, for a base purchase price of $14,500 in cash, subject to customary adjustments. An amendment provides unaudited pro forma condensed consolidated financial information reflecting this disposition.

A reconciliation shows net proceeds of $12,806, including closing cash of 400, closing indebtedness of (1,123) and unpaid seller expenses of (971). After a $2,850 escrow receivable, net cash proceeds are $9,956, increasing cash and cash equivalents from 21,973 to 31,929 and adding restricted cash of 2,850. Total assets decline from 82,983 to 79,459, goodwill falls from 10,978 to 1,242, total liabilities drop from 54,381 to 50,033, and stockholders’ equity rises by 824 to 29,426, reflecting an estimated gain.

For the three months ended March 31, 2026, pro forma total revenues decrease from 19,356 to 9,795 after removing managed IT systems and services, while the net loss narrows from 887 to 725. For 2025, pro forma revenues fall from 89,096 to 49,807, but net income increases from 1,569 to 6,162, as NetWolves’ operations and related costs are removed and the estimated gain is included.

Filing Explained

The filing cautions that its pro forma figures are for informational purposes, may differ materially from final accounting, and are not necessarily representative of Vaso’s actual or future results; the estimated gain and post-closing adjustments remain subject to change.

8-K Event Classification

2 items: 1.01, 9.01

2 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Base purchase price: $14,500 Net cash proceeds: $9,956 Escrow receivable: $2,850 +5 more

8 metrics

Base purchase price $14,500 Base cash consideration for NetWolves disposition, in thousands

Net cash proceeds $9,956 Net cash received after adjustments and escrow, in thousands

Escrow receivable $2,850 Portion of proceeds held in escrow, in thousands

Pro forma total assets 79,459 Total assets as of March 31, 2026 after disposition, in thousands

Pro forma 2025 revenue 49,807 Total revenues for year ended December 31, 2025, in thousands

Pro forma 2025 net income 6,162 Net income for year ended December 31, 2025, in thousands

Pro forma Q1 2026 revenue 9,795 Total revenues for three months ended March 31, 2026, in thousands

Pro forma Q1 2026 net loss 725 Net loss for three months ended March 31, 2026, in thousands

Key Terms

unaudited pro forma condensed consolidated financial information, Equity Purchase Agreement, escrow receivable, deferred revenue, +1 more

5 terms

unaudited pro forma condensed consolidated financial information financial

"The following unaudited pro forma condensed consolidated financial information of Vaso giving effect"

Equity Purchase Agreement regulatory

"pursuant to the Equity Purchase Agreement described in the original"

An equity purchase agreement is a legal contract that sets the terms for buying ownership shares in a company, including the number of shares, price, and any conditions that must be met before the sale closes. For investors it matters because it determines how much ownership and control they gain, how the company’s value and share count change, and what protections or obligations each side has—think of it as the detailed bill of sale and ground rules for a stock purchase.

escrow receivable financial

"Escrow receivable $ (2,850 ) Net cash proceeds"

An escrow receivable is an amount a company expects to receive that is currently held by a neutral third party (escrow) until certain conditions are met, like finalizing a sale, meeting contractual obligations, or resolving a dispute. Think of it as money in a locked box with a promise you'll get it once agreed steps are completed; investors watch it because it affects a company’s reported assets and the timing of cash inflows.

deferred revenue financial

"Deferred revenue - current portion 18,642"

Cash a company has already received for goods or services it has promised but not yet delivered; it's recorded as a liability because the company still owes that product, service, or future revenue recognition. For investors, deferred revenue signals upcoming work or deliveries that will convert into reported sales over time and affects short-term obligations, cash flow quality, and how quickly a firm can grow recognized revenue—think of it like prepaid subscriptions or gift cards a business must honor later.

impairment of goodwill financial

"Impairment of goodwill 4,639"

An impairment of goodwill happens when the extra value a company recorded for purchases like brands, customer lists or reputation turns out to be worth less than originally thought, so accountants reduce that value on the books. It matters to investors because it signals that past acquisitions are not delivering expected benefits, like discovering a purchased car is less reliable than advertised, and can lower reported earnings and the company's perceived future cash-generating power.

AI-generated analysis. How Rhea-AI works. Not financial advice.

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

Understanding 8-K Material Events →

Available on EDGAR 08/06/2026 - 04:08 PM Accepted by SEC EDGAR 08/06/2026 - 04:05 PM Learn about SEC filing dates

FAQ

What business did Vaso Corporation (VASO) sell in this transaction?

Vaso Corporation sold all issued and outstanding membership interests of NetWolves Network Services LLC to COEO Solutions, LLC. NetWolves was a wholly owned subsidiary providing managed IT systems and services within Vaso’s operations.

What was the purchase price for Vaso (VASO) selling NetWolves?

The Equity Purchase Agreement sets a base purchase price of $14,500 in cash, subject to customary adjustments. This figure, presented in thousands, represents the consideration for all NetWolves membership interests transferred to COEO Solutions.

How much net cash did Vaso (VASO) receive from the NetWolves sale?

Vaso reports net cash proceeds of $9,956. From a sale price of 14,500, net proceeds were 12,806 after debt and expenses, reduced by a 2,850 escrow receivable to arrive at the net cash amount.

How did the NetWolves sale affect Vaso (VASO)’s pro forma 2025 results?

Pro forma for the sale, 2025 revenues decline from 89,096 to 49,807 (in thousands), but net income increases from 1,569 to 6,162. The change reflects removal of NetWolves’ revenues and expenses and inclusion of the estimated gain on the transaction.

What is the pro forma impact on Vaso (VASO)’s March 31, 2026 quarter?

For the three months ended March 31, 2026, pro forma revenues fall from 19,356 to 9,795 and the net loss improves from 887 to 725. This primarily reflects eliminating NetWolves’ managed IT systems and services revenues and related costs.

How did the NetWolves disposition change Vaso (VASO)’s balance sheet?

Pro forma as of March 31, 2026, total assets decrease from 82,983 to 79,459, while total liabilities fall from 54,381 to 50,033. Stockholders’ equity rises from 28,602 to 29,426, reflecting an estimated gain and cash inflow.

true 0000839087 0000839087 2026-07-31 2026-07-31 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

Amendment No. 1 to

FORM 8-K/A

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 31, 2026

VASO CORPORATION

(Exact Name of Registrant as Specified in Charter)

Delaware		0-18105		11-2871434
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

137 Commercial St., Suite 200, Plainview, New York 11803

(Address of Principal Executive Offices and Zip Code)

(516) 997-4600

Registrant’s Telephone Number, Including Area Code

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class Trading Symbol(s) Name of Each Exchange on which Registered

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 (see General Instruction A.2. below):

☐	Written communication 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 communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Exchange Act (17 CFR §240.12b-2).

Emerging growth company ☐

 If an emerging growth company, indicate by check mark 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. ☐

Explanatory Note

On July 31, 2026, Vaso Corporation (“Vaso”), VasoTechnology, Inc., a Delaware corporation and wholly owned subsidiary of Vaso (“VasoTech”), NetWolves Network Services LLC, a Florida limited liability company and wholly owned subsidiary of VasoTech (“NetWolves”), and COEO Solutions, LLC, an Illinois limited liability company (“Buyer”), completed the sale of all of the issued and outstanding membership interests of NetWolves pursuant to the Equity Purchase Agreement described in the original Current Report on Form 8-K.

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.

1

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).

2

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

3

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

2

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

3

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

4

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

5

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.

6

Filing Exhibits & Attachments

4 documents

Press Releases

• EX-99.1 UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION OF VASO CORPORA 114.1 KB

Other Documents

• EX-101 XBRL SCHEMA FILE 3.0 KB
• EX-101 XBRL LABEL FILE 33.4 KB
• EX-101 XBRL PRESENTATION FILE 21.8 KB