STOCK TITAN

Vaso Corporation (VASO) sells NetWolves managed network unit for $14.5M cash

(High)
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Vaso Corporation entered into an Equity Purchase Agreement with COEO Solutions, LLC on July 31, 2026, under which COEO purchased from Vaso and its wholly owned subsidiary VasoTechnology, Inc. all of the issued and outstanding membership interests of NetWolves Network Services LLC. NetWolves provides managed network and multi-technology solutions, including network design, redundancy, application device management, and real-time monitoring, reporting and support.

The base purchase price is $14,500,000.00 in cash, subject to customary post-closing adjustments for net working capital, closing cash, closing indebtedness and unpaid seller expenses. As a result of the transaction, NetWolves ceased to be an indirect wholly owned subsidiary of Vaso. Vaso will file unaudited pro forma condensed consolidated financial information giving effect to the disposition of NetWolves in an amendment, to be included as Exhibit 99.1 within four business days of the closing.

Positive

  • None.

Negative

  • None.
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 2.01 Completion of Acquisition or Disposition of Assets Financial
The company completed a significant acquisition or sale of business assets.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Base purchase price $14,500,000.00 Cash consideration under the Equity Purchase Agreement for NetWolves
Agreement and closing date July 31, 2026 Date Vaso and COEO Solutions completed the NetWolves membership interest sale
Pro forma filing deadline four business days Timeframe to file pro forma financial information as Exhibit 99.1 after closing
Equity Purchase Agreement regulatory
"entered into an Equity Purchase Agreement (the “Purchase Agreement”)"
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.
net working capital financial
"subject to customary post-closing adjustments based on net working capital"
Net working capital is the amount left when you subtract a company’s short-term bills (like accounts payable and short-term loans) from its short-term assets (cash, money owed to it, and inventory). Think of it as the cash cushion a business has to keep daily operations running — a bigger cushion means fewer short-term funding worries, while a small or negative number can signal pressure to raise cash or cut activity, which matters to investors assessing stability and short-term risk.
pro forma condensed consolidated financial information financial
"The unaudited pro forma condensed consolidated financial information of Vaso"
Pro forma condensed consolidated financial information presents a company's combined, summarized financial results adjusted to show how a recent or proposed transaction—such as a merger, acquisition, divestiture, or restructuring—would have affected revenue, expenses and assets if it had occurred earlier. Investors use this 'what if' snapshot to judge the potential impact of that event and to compare performance across periods, but it relies on assumptions and is not always the same as audited statements.
Emerging growth company regulatory
"Emerging growth company"
An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.
Item 601(a)(5) of Regulation S-K regulatory
"omitted pursuant to Item 601(a)(5) of Regulation S-K"

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FAQ

What major transaction did VASO report involving NetWolves?

Vaso Corporation reported that it sold all membership interests in NetWolves Network Services LLC to COEO Solutions, LLC. The deal transfers NetWolves’ managed network services business and removes it as an indirect wholly owned subsidiary of Vaso.

What was the sale price for NetWolves in VASO’s transaction?

The base purchase price for NetWolves was $14,500,000.00 in cash. This amount is subject to customary post-closing adjustments based on net working capital, closing cash, indebtedness and unpaid seller expenses, as detailed in the Equity Purchase Agreement.

Who bought NetWolves from Vaso Corporation (VASO) and what does NetWolves do?

COEO Solutions, LLC purchased NetWolves from Vaso Corporation and VasoTechnology, Inc. NetWolves provides managed network solutions, including multi-network and multi-technology design, redundancy, device management, and real-time monitoring, reporting and support services.

How does the NetWolves sale affect Vaso Corporation’s structure?

Following the sale, NetWolves Network Services LLC ceased to be an indirect wholly owned subsidiary of Vaso Corporation. All issued and outstanding membership interests were transferred to COEO Solutions, changing Vaso’s consolidated business composition and subsidiary portfolio.

When will VASO provide pro forma financials for the NetWolves sale?

Vaso will file unaudited pro forma condensed consolidated financial information reflecting the NetWolves disposition in an amendment. This information will be included as Exhibit 99.1 and filed within four business days after the transaction’s closing date.
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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): 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. ☐

 

 

 

 

 

 

Item 1.01.  Entry into a Material Definitive Agreement.

 

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”), entered into an Equity Purchase Agreement (the “Purchase Agreement”), pursuant to which Buyer purchased from Vaso and VasoTech all of the issued and outstanding membership interests of NetWolves.

 

NetWolves is engaged in the business of designing or delivering multi-network or multi-technology solutions as a managed network provider or single-source solution, including design, network redundancy, application device management, real-time network monitoring, reporting and support systems.

 

The base purchase price under the Purchase Agreement is $14,500,000.00 in cash, subject to customary post-closing adjustments based on net working capital, closing cash, closing indebtedness and unpaid seller expenses, as more fully described in the Purchase Agreement.

 

The foregoing description of the Purchase Agreement and the transactions contemplated thereby does not purport to be complete and is qualified in its entirety by reference to the Purchase Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

 

The Purchase Agreement has been included to provide investors and security holders with information regarding its terms. It is not intended to provide any other factual information about Vaso, VasoTech, NetWolves, Buyer or any of their respective subsidiaries or affiliates. The representations, warranties and covenants contained in the Purchase Agreement were made solely for the purposes of the Purchase Agreement and as of specified dates, were solely made for the benefit of the parties to the Purchase Agreement, may be subject to limitations agreed upon by the parties, including qualifications contained in confidential disclosure schedules delivered in connection with the Purchase Agreement, and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors. The representations and warranties were made for purposes of allocating contractual risk among the parties to the Purchase Agreement and should not be relied upon as statements of fact. Accordingly, investors and security holders should not rely on the representations, warranties and covenants, or any description thereof, as characterizations of the actual state of facts or condition of the parties, their subsidiaries or affiliates.

 

Item 2.01.  Completion of Acquisition or Disposition of Assets

 

On July 31, 2026, pursuant to the Purchase Agreement described in Item 1.01 of this Current Report on Form 8-K, Buyer purchased all of the issued and outstanding membership interests of NetWolves from Vaso and VasoTech. As a result of the transaction, NetWolves ceased to be an indirect wholly owned subsidiary of Vaso.

 

The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

 

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Item 9.01. Financial Statements and Exhibits

 

(b) Pro Forma Financial Information

 

The unaudited pro forma condensed consolidated financial information of Vaso giving effect to the disposition of NetWolves will be filed as Exhibit 99.1 to this Current Report via an amendment to this Form 8-K within four business days of the closing date of the transactions reported herein.

 

(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.  Certain schedules to the Equity Purchase Agreement have been omitted pursuant to Item 601(a)(5) of Regulation S-K, and Vaso Corporation agrees to furnish supplementally a copy of any omitted schedule to the Securities and Exchange Commission upon request.
     
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: July 31, 2026

 

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

 

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Filing Exhibits & Attachments

4 documents