Vaso Corporation (VASO) revises bylaws on meetings, officers, shares

Rhea-AI Filing Summary

Vaso Corporation reported that its board amended and restated the company’s bylaws, effective February 11, 2026. The changes give the board more flexibility in scheduling annual stockholder meetings, define what business can occur at special meetings, and add detailed provisions for virtual stockholder meetings and how meetings are chaired and conducted.

The amendments align quorum and board-size language with Vaso’s Articles of Incorporation and remove stockholders’ ability to act without a meeting. They also add a Chief Operating Officer role, separate the duties of the President and Chief Executive Officer, clarify and expand indemnification and expense advancement for officers, allow discretionary indemnification of non-officers, and expressly permit uncertificated shares.

Insights

Corporate governance analyst

Vaso refines bylaws on meetings, officers, and indemnification.

Vaso Corporation adopted amended and restated bylaws effective February 11, 2026. The revisions focus on how stockholder meetings are called and run, director and officer structure, and protections for individuals acting on the company’s behalf through clarified indemnification terms.

Key elements include broader board discretion over annual meeting timing, explicit rules for virtual meetings, and removal of stockholder action by written consent. The bylaws now add a Chief Operating Officer role and separate duties for the President and Chief Executive Officer, reflecting a more differentiated management structure.

Indemnification provisions now specify which officer activities are covered, set standards consistent with Delaware law, provide mandatory advancement of expenses for indemnified matters, and allow discretionary coverage for non-officers. The bylaws also explicitly permit uncertificated shares. These changes refine governance mechanics but do not, by themselves, indicate a shift in financial performance.

8-K Event Classification

2 items: 5.03, 9.01

2 items

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance

The company amended its charter documents, bylaws, or changed its fiscal year.

Item 9.01 Financial Statements and Exhibits Exhibits

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

Understanding 8-K Material Events →

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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): 

February 11, 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
None

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. ☐

Item 5.03 Amendments to Articles of Incorporation or Bylaws

On February 11, 2026, the Board of Directors of Vaso Corporation (“Vaso”) adopted amendments to Vaso’s Bylaws, as further described below. These amendments were effective February 11, 2026. Apart from non-substantive language and conforming changes and other technical and cross-reference edits, the Bylaws were amended in the manner summarized below:

Article I: provided for greater flexibility for Vaso with respect to the timing of the annual meeting of stockholders by allowing the Board to more broadly pick the date and clarified the business that may be transacted at a special meeting of stockholders; added provisions providing more detail on ability of Vaso to call, and the requirements for, virtual meetings of stockholders; revised the existing provision regarding who chairs stockholder meetings and how they are to be conducted to provide greater detail and include the ability of the board of Vaso to adopt rules for stockholder meetings; conformed the quorum required for stockholder meetings to match the percentage stated in Vaso’s Articles of Incorporation; removed the right of stockholders to take action without a meeting.

Article II: Conformed the language regarding the number of directors to match the provision in Vaso’s Articles of Incorporation.

Article III: added additional detail to the process of establishing committees of the board.

Article IV: updated the list and description of officers of Vaso to add the position of Chief Operating Officer and conform the duties of officers to that addition and current practices, including having separate duties for the position of President and Chief Executive Officer.

Article V: provided additional detail and specificity as to activities undertaken by officers on behalf of Vaso that will be indemnified by Vaso; clarified the standard, consistent with Delaware law, for indemnification; provided for mandatory advancement of expenses with respect to indemnified matters; provided for discretionary indemnification of non-officers.

Article VII: expressly provided for uncertificated shares and added details on certificated versus uncertificated shares.

The foregoing summary is qualified in its entirety by reference to the complete text of Vaso’s amended and restated Bylaws, which are attached as Exhibit 3.1 to this Form 8-K.

Item 9.01 Exhibits

Exhibit No.		Description
3.1		Amended and Restated Bylaws of Vaso Corporation, as amended and restated
104		Cover page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document)

1

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: February 11, 2026

	VASO CORPORATION
	By:	/s/ Jun Ma
	Name:	Jun Ma
	Title:	Chief Executive Officer and President

2

FAQ

What did Vaso Corporation (VASO) change in its bylaws?

Vaso Corporation amended and restated its bylaws to update rules for stockholder meetings, align director and quorum provisions with its Articles of Incorporation, add a Chief Operating Officer role, clarify officer duties, refine indemnification standards, and expressly permit the use of uncertificated shares.

How did Vaso (VASO) change stockholder meeting rules in the new bylaws?

The bylaws now give the board more flexibility to choose annual meeting dates, clarify business allowed at special meetings, add detailed provisions for virtual meetings, revise who chairs meetings and how they are conducted, and conform the stockholder meeting quorum requirement to the percentage in the Articles of Incorporation.

Did Vaso Corporation (VASO) change stockholder rights to act without a meeting?

Yes. The amended bylaws expressly remove the right of stockholders to take action without a meeting. This means stockholder actions must occur through duly called meetings rather than written consents, changing how investors can formally approve matters affecting the company.

What officer-related changes did Vaso (VASO) make in its bylaws?

The updated bylaws revise the list and descriptions of officers, adding a Chief Operating Officer position and adjusting officer duties. They also separate the responsibilities of the President and Chief Executive Officer to better reflect current practices and clarify the company’s leadership structure.

How did Vaso Corporation (VASO) update indemnification provisions?

Vaso’s bylaws now give more detail on which officer activities are indemnified, clarify the indemnification standard in line with Delaware law, provide mandatory advancement of expenses for indemnified matters, and allow discretionary indemnification of non-officers for certain actions taken on the company’s behalf.

What is the significance of uncertificated shares in Vaso’s amended bylaws?

The bylaws now expressly allow uncertificated shares and clarify how certificated versus uncertificated shares are handled. This formalizes the company’s ability to issue and record ownership electronically, potentially simplifying share administration and aligning with common corporate practice.

Filing Exhibits & Attachments

4 documents

Other Documents

• EX-3.1 AMENDED AND RESTATED BYLAWS OF VASO CORPORATION, AS AMENDED AND RESTATED 70.0 KB
• EX-101 XBRL SCHEMA FILE 3.0 KB
• EX-101 XBRL LABEL FILE 33.4 KB
• EX-101 XBRL PRESENTATION FILE 21.8 KB