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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.
Vaso Corporation reported the results of its annual shareholder meeting held on December 17, 2025. Shareholders elected three Class II directors — Behnam Movaseghi, Jane Moen, and Leon Dembo — to new three‑year terms. As of the record date, 175,953,035 common shares were entitled to vote, and 120,208,576 shares were represented in person or by proxy.
Shareholders approved the non-binding advisory proposal on executive compensation, with 105,612,284 votes for, 12,759,718 against, and 1,836,574 abstentions. In a separate advisory vote on how often to hold future Say on Pay votes, 97,734,812 votes favored a three‑year frequency. Holders of approximately 56% of outstanding shares supported this three‑year schedule, which the Board adopted, so the next Say on Pay vote will occur at the 2028 annual meeting.
Vaso Corporation reported that on November 19, 2025 it entered into an agreement to sell its wholly owned subsidiary, VasoHealthcare IT Corp. The announcement was made the same day through a press release, which is included as an exhibit to this report. This move means Vaso plans to exit direct ownership of its healthcare IT subsidiary, though specific terms such as price, buyer, and closing conditions are not described in this excerpt.
Vaso Corporation reported stronger Q3 results. Revenue rose to $22.657 million (up 9% year over year), driven by higher commissions in professional sales services and steady IT performance. Gross profit increased to $13.896 million (61% margin). Operating income was $1.538 million versus a loss last year, and net income reached $1.711 million (from a prior loss), reflecting higher segment gross profit and the absence of prior-year transaction costs.
The IT segment delivered $11.218 million with 87% recurring revenue; professional sales services generated $10.820 million; equipment contributed $0.619 million. Adjusted EBITDA improved to $1.617 million from a loss. Cash and cash equivalents were $34.859 million, supported by $9.012 million operating cash flow year-to-date. Deferred revenue stood at $39.412 million (including $21.854 million long term), and remaining performance obligations totaled $109.8 million. GE Healthcare represented 48% of Q3 revenue; total working capital was $20.308 million.
Vaso Corporation will hold its 2025 annual meeting on December 17, 2025 at 10:00 A.M. EST at Lever House, 390 Park Avenue, New York. Stockholders will vote on: (1) electing three Class II directors for three-year terms, (2) a non-binding Say on Pay advisory vote, and (3) a non-binding Say When on Pay vote on the frequency of Say on Pay.
The Board recommends voting FOR all director nominees, FOR Say on Pay, and for a three-year Say on Pay frequency. The record date is October 31, 2025, with 175,953,035 shares outstanding and entitled to vote. Officers and directors hold 43.85% of voting power and intend to vote consistent with these recommendations.
Holders may vote by Internet (www.proxyvote.com), phone (1-800-690-6903), mail, or in person. A quorum requires one-third of shares entitled to vote. The Board has determined that four of seven directors are independent under NASDAQ standards.