Form 8-K/A

8-K/A — VASO Corp

Accession: 0001213900-26-086128

Filed: 2026-08-06

Period: 2026-07-31

CIK: 0000839087

SIC: 3845 (ELECTROMEDICAL & ELECTROTHERAPEUTIC APPARATUS)

Item: Financial Statements and Exhibits

Documents

8-K/A — ea0300766-8ka1_vaso.htm (Primary)

EX-99.1 — UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION OF VASO CORPORATION GIVING EFFECT TO THE DISPOSITION OF NETWOLVES NETWORK SERVICES LLC (ea030076601ex99-1.htm)

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8-K/A — AMENDMENT NO. 1 TO FORM 8-K

8-K/A (Primary)

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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.

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).

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

EX-99.1 — UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION OF VASO CORPORATION GIVING EFFECT TO THE DISPOSITION OF NETWOLVES NETWORK SERVICES LLC

EX-99.1

Filename: ea030076601ex99-1.htm · Sequence: 2

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

Accounts and other receivables, net

21,544

(2,223 )

19,321

Receivables due from related parties

1,099

Inventories, net

827

Deferred commission expense

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

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

Notes payable - current portion

290

Due to related party

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

Other long-term liabilities

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

Additional paid-in capital

62,088

Accumulated deficit

(33,399 )

824

(32,575 )

Accumulated other comprehensive loss

(263 )

Total stockholders' equity

28,602

824

29,426

Total liabilities and stockholders' equity

$ 82,983

(3,524 )

$ 79,459

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

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

Equipment sales and services

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

Cost of equipment sales and services

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)

Research and development

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 )

(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)

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

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

Equipment sales and services

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

Cost of equipment sales and services

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

Impairment of goodwill

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 )

(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 )

(b)

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

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

Weighted average common shares outstanding - diluted

175,995

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.

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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Cover

Jul. 31, 2026

Cover [Abstract]

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Amendment Description

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.

Document Period End Date

Jul. 31, 2026

Entity File Number

0-18105

Entity Registrant Name

VASO CORPORATION

Entity Central Index Key

0000839087

Entity Tax Identification Number

11-2871434

Entity Incorporation, State or Country Code

Entity Address, Address Line One

137 Commercial St

Entity Address, Address Line Two

Suite 200

Entity Address, City or Town

Plainview

Entity Address, State or Province

Entity Address, Postal Zip Code

11803

City Area Code

516

Local Phone Number

997-4600

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