Vaso Corporation (VASO)

[chemist72]

BUSINESS COMBINATION TERMINATED!
https://www.stocktitan.net/news/VASO/vaso-corporation-announces-termination-of-business-combination-o2lpicbt9nss.html

[chemist72]

Obviously the transition to NASDAQ isn't going smoothly. Why?

IDK, but without any comments from VASO management, share price will likely continue to decline. VASO already suggested a 10 to 1 reverse split was necessary. Perhaps something closer to a 20 to 1 reverse split may be necessary to satisfy NASDAQ's listing requirements?

[chemist72]

VASO is still trading today on OTC Market's OTCQX tier.
https://www.otcmarkets.com/stock/VASO/quote

Achari (AVHI) is trading today on OTC Market's Pink Current tier.
https://www.otcmarkets.com/stock/AVHI/quote

No information yet on when VASO will begin trading on NASDAQ. I suspect VASO is trying to work out their initial listing requirements with NASDAQ staff. This is just my own personal guess. Read my disclaimer below.

[chemist72]

VASO business combination with Achari has been approved by shareholders from both companies:

Based on the results of the Special Meeting, and subject to the satisfaction or waiver of certain other closing conditions as described in the Proxy Statement, the transactions contemplated by the Business Combination Agreement (the “Transactions”) are expected to be consummated promptly. Following the consummation of the Transactions, the common stock of Vaso after the completion of the Business Combination is expected to begin trading on the Nasdaq Stock Market LLC (the “Nasdaq”) under the ticker symbol “VASO” ....

https://www.sec.gov/Archives/edgar/data/1844507/000121390024077533/ea021417601-8k425_achari1.htm

[chemist72]

Anyone attend the special meeting today??

[chemist72]

Special meeting has been postponed!!

https://finance.yahoo.com/news/vaso-corporation-announces-date-change-210000193.html

[chemist72]

Today's the day we find out if shareholders approve business combination (merger) with Achari.

The Special Meeting to approve the proposed business combination is scheduled to be held on August 26, 2024 at 10:00 a.m. Eastern Time at Lever House, 390 Park Avenue, New York, NY, subject to adjournment. If the proposals at the Special Meeting are approved, Vaso anticipates that the Business Combination will close promptly thereafter following similar approval of the Business Combination by Achari’s stockholders at a separate special meeting convened by Achari, and that New Vaso will commence trading on NASDAQ under the new ticker symbol “VASO” shortly following the receipt of such approval, subject to the satisfaction or waiver, as applicable, of all other closing conditions.

https://vasocorporation.com/blog/author/vasocorporation/

[chemist72]

There's a definitive proxy out for VASO (Form DEF 14A).
https://www.otcmarkets.com/filing/conv_pdf?id=17736778&guid=rSO-kHyRjQxpJth

It's 510 pages long and I haven't been able to digest it all. As you said, "it's complicated".

VASO targets a 1 for 10 reverse split initially and then somehow targets an initial share price of "New" Vaso shares at $10/share. I don't understand how that can be accomplished without another reverse split AFTER the business combination.

I'm just going with whatever the market price of VASO is on the day before the business combination. LOL

What a mess in my opinion!

[HyperRaider40]

I've read through https://www.sec.gov/ix?doc=/Archives/edgar/data/1844507/000121390024046762/ea0203390-05.htm" rel="nofollow" target="_blank" >AVHI S-4 EDGAR that was posted to EDGAR yesterday.

The section "Background of the Business Combination" outlines the efforts AVHI went through to find an acquisition target. Seems like VASO is a mutually beneficial target in that AVHI needs to get a deal closed and VASO unlocks significant value by uplisting to NASDAQ.

My take on the "Background" section is:
1) AVHI massive redemption significantly impaired it's attractiveness to acquisition targets when the trust account when from ~$100mn to $8mn and then ~$6mn. Not a good look for AVHI exective's dealmaking chops -- namely "Company B did not want to proceed with a transaction unless Achari provided certainty of capital available before announcing the business combination"
2) VASO is a lifeline to AVHI
3) The (continuing) NASDAQ delisting is holding up the closing. From S-4 pg 143 "On December 19, 2023, Nasdaq notified Achari that it had granted an extension, until April 2, 2024, to cure Achari’s existing continued listing deficiencies. However, Achari did not regain compliance with the Nasdaq continued listing requirements, including the minimum public holder or minimum publicly held shares, by April 2, 2024. On April 5, 2024, Nasdaq provided Achari with a delisting determination notice and, as a result, trading in Achari’s securities on Nasdaq was suspended effective with the open of the market on April 9, 2024. The Company’s securities are therefore currently eligible to trade only on the OTC Markets system. On April 19, 2024, Achari appealed Nasdaq’s delisting determination. Additionally, Donohoe, our outside advisor regarding Nasdaq matters, submitted a submission on behalf of the Company in support of such appeal on May 3, 2024. On May 17, 2024, Nasdaq staff submitted to the Nasdaq Listing and Hearing Review Council a memorandum in support of the delisting determination, which reiterated the previously cited bases for issuing a delisting determination. Although we have appealed the delisting determination and have been advised that Nasdaq will continue to process the initial listing application with respect to the Business Combination during the pendency of their appeal, there can be no guarantee that Nasdaq will do so, which may delay, or ultimately prevent the consummation of the Business Combination. Additionally, Nasdaq has not advised us of any expected timing with regard to resolution of our appeal of the delisting determination. If our securities are delisted prior to the consummation of the Business Combination, such delisting may delay, or entirely prevent, the consummation of the Business Combination. Although currently, trading, if any, will occur only in the over-the-counter market, Achari will remain technically listed on Nasdaq pending the expiration of all Nasdaq review and appeal processes."

Doesn't seem like NASDAQ are making this any easier for AVHI.

VASO can terminate the Business Combination Agreement is the delisting persists -- "Vaso, if the SPAC Shares are de-listed from the Stock Exchange prior to the Closing Date;" per page 112 but this won't trigger a breakup fee in favor of VASO.

Seems like VASO does not benefit from a termination so the ball is in AVHI's court. S-4 needs to get approved and proposals related to the delisting need shareholder approval to please NASDAQ.

Not sure there is enough time as AVHI only has one more extension (to July 2024) to get the deal done per the most recent 8-K.

Not bullish or bearish...whatever the animal representation for "it's complicated" is.

[chemist72]

Traders disappointed with Annual Report. VASO down ~14% (as I write this post).

I still believe VASO will benefit in the long-term from its upgraded listing from OTCQX to NASDAQ. OTC traders are notoriously short-term focused, and I plan to hold VASO shares for the long-term.

I'm not worried about the price dip today; in fact, I am adding shares to my VASO holdings. Yes I know that a reverse split will be occurring. But I think in the longer term VASO share price will be more closely aligned with its $176M valuation on NASDAQ that it would be on the OTC.

jmho

[teomax]

so it looks to me, that short AVHI is the right way as VASO isnt going suddenly triple its market cap, once its listed on the NASDAQ...

[chemist72]

Latest SEC filing for VASO:
https://www.sec.gov/Archives/edgar/data/839087/000121390024020480/ea0201069-01.htm

Filing shows 175,319,296 shares of VASO common stock issued and outstanding. The total value of the merger is set at $176M and each "new" VASO share will be valued at $10.00. By simple math that means that every 10 shares of old VASO stock will be initially worth $1 (approximately). That is because the current outstanding shares of VASO will be exchanged for 17.6M shares of new VASO shares worth $10 per share. That implies a reverse split of 1 for 10 for old VASO shares.

There will be 2 classes of new VASO shares. Class A shares is what current VASO shareholders will receive as stated in the document above:

The former holders of the capital stock of Vaso will be entitled to receive up to an aggregate of 17,600,000 shares of Class A Common Stock, par value $0.0001 per share, of Achari (the “Class A Common Stock”) of New Vaso in exchange for all of the outstanding shares of Vaso capital stock.

Here's the new capital structure given in the document above.

New Vaso’s proposed Amended and Restated Certificate of Incorporation authorizes capital stock of up to 111,000,000 shares, $0.0001 par value per share, of which (i) 100,000,000 shares are Class A Common Stock, (ii) 10,000,000 shares are Class B common stock, and (iii) 1,000,000 shares are preferred stock.

I also noted the following statement in the document:

No Class B Common Stock will be outstanding upon completion of the Business Combination.

I'm not sure what the purpose is of having a Class B common stock if there will be none outstanding after merger is completed.

[bobbo5]

Thanks for sharing. I thought I had calculated valuation of current shares closer to 90 cents when I read through it back in December. I too did NOT fully understand. I logically don't believe Ma would give up his and the others insiders shares for 30 cents. I would be just fine with .50-.70 valuation.

[chemist72]

Based on my understanding of the merger agreement announced on Dec. 6, 2023, I have calculated that the value of VASO shares before a reverse split and issuance of new VASO shares at $10/share will be somewhere between $.50 to $.70.

This is based on the stated equity value post-merger of $176M. How Vaso's share price will actually trade just prior to the merger and after the merger is anybody's guess.

The merger agreement is Exhibit 2.1 in the document linked below.

https://www.otcmarkets.com/filing/conv_pdf?id=17109131&guid=Cud-keoFaVlHJth

Exhibit 2.1 starts on Page 10 and runs for 233 pages and takes quite a bit of time to read completely and to understand. Even at this point I do NOT understand the agreement completely.

[bobbo5]

A lot of accumulation .25-.35. Any guesses as to the next leg up? Expecting big news...

[chemist72]

Very tight trading range today ($.290-$.296).

Seems traders have zeroed in on the value of this merger to be around $.29. At least initially. Is that how you are reading the action today?

Also AVHI has moved up about 1% only from the recent acquisition/merger announcement. So not much change in the valuation of that entity.

[chemist72]

I'm reading the "BUSINESS COMBINATION AGREEMENT" between VASO and AVHI.
https://www.sec.gov/Archives/edgar/data/1844507/000119312523290761/d870190dex21.htm

I'm confused on how many authorized shares the "new" VASO will be able to issue. Current authorized common shares are 250M according to OTCMarkets. However, in the AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF VASO CORPORATION (Exhibit J) the following is stated:

(A) Authorized Capital Stock. The total number of shares of all classes of stock which the Corporation shall have authority to issue is ten thousand (10,000) shares of common stock, par value $0.01 per share (hereinafter, the “Common Stock”).

That would imply a reduction of about 25,000:1 in the number of authorized common shares.

Am I interpreting these numbers correctly, or am I not understanding something here? How could VASO go from its current OS of ~185M common shares to at most 10,000 shares? That seems a bit ridiculous to me. lol

[hweb2]

Yep still following VASO. And like many people, a bit confused on how this SPAC deal is going to play out. There was a good discussion of VASO yesterday on the Savvy board, including a response from company IR-

https://investorshub.advfn.com/Savvy-Trades-and-Investments-26218

[John_Vallay]

Will this be the SPAC that provides an ROI to new investors?

[thumper1]

hweb2...just checking in.
are you still following VASO...best to you either way

whats your take of the news today?

[bobkubecka]

VASO
Vaso Corporation, a Diversified Medical Technology Company Currently Trading on the OTCQX Market, to List on Nasdaq via SPAC Merger
Press Release | 12/07/2023
Business Combination with Achari Ventures Holdings Corp. I is Expected to Be Completed in First Quarter of 2024

Merger with Achari Ventures Holdings Corp. I (NASDAQ:AVHI) expected to improve capital market access for existing and prospective investors of Vaso Corporation (OTCQX:VASO).
The transaction values Vaso at a pro forma equity value of approximately $176 million at $10 per share.
Upon closing of the transaction, existing Vaso shareholders will receive consideration consisting entirely of shares of the surviving public combined company.
PLAINVIEW, NY / ACCESSWIRE / December 7, 2023 / Vaso Corporation ("Vaso," or "the Company"), a diversified medical technology company currently trading on the OTCQX market, today announced its plan to uplist from the OTCQX market to the Nasdaq Stock Market via a business combination (the "Transaction") with Achari Ventures Holdings Corp. I ("Achari", NASDAQ:AVHI). Upon the closing of the Transaction, Vaso common stock and warrants are expected to be listed on Nasdaq Capital Market ("Nasdaq") under the ticker symbols "VASO" and "VASOW", respectively. Vaso's common stock will continue to trade on the OTCQX market under the symbol "VASO" until trading on Nasdaq commences following the consummation of the proposed business combination.

Vaso is led by Chief Executive Officer Jun Ma, who will continue to lead the combined company following the proposed business combination. Achari is led by Chief Executive Officer Vikas Desai, who is also Chairman of Achari's Board of Directors.

Company Overview

Vaso Corporation is a diversified medical technology company with several distinctive but related specialties: managed IT systems and services, including healthcare software solutions and network connectivity services; professional sales services for diagnostic imaging products; and design, manufacture and sale of proprietary medical devices.

The Company operates through three wholly owned subsidiaries:

VasoTechnology, Inc. provides network and IT services through two business units: VasoHealthcare IT Corp., a national value added reseller of Radiology Information System ("RIS"), Picture Archiving and Communication System ("PACS"), and other software solutions from various vendors as well as related services, including implementation, management and support; and NetWolves Network Services LLC, a managed network services provider with an extensive, proprietary service platform to a broad base of customers.
Vaso Diagnostics, Inc. d.b.a. VasoHealthcare, provides professional sales services and is the operating subsidiary for the exclusive sales representation of a large healthcare diagnostic imaging equipment manufacturer in certain market segments in the United States.
VasoMedical, Inc. manages and coordinates the design, manufacture and sales of proprietary medical equipment and software, as well as operates the Company's overseas assets including China-based subsidiaries.
Transaction Overview

The Transaction values Vaso at a pro forma equity value of approximately $176 million, at $10.00 per share. The Boards of Directors of Vaso and Achari have each approved the Transaction, the consummation of which is subject to various customary closing conditions, including the filing and effectiveness of a Registration Statement on Form S-4 (as amended or supplemented, the "Registration Statement") by Achari with the United States Securities and Exchange Commission ("SEC"), the filing and clearance by the SEC of a proxy statement by Vaso and the approval of the stockholders of both Achari and Vaso of the proposed business combination (although Vaso shareholders representing 44% of Vaso's outstanding shares have entered into support agreements committing them to vote in favor of the Transaction). The Transaction is expected to close in the first quarter of 2024.

Additional information, including a copy of the business combination agreement, will be provided in Current Reports on Form 8-K to be filed by each of Achari and Vaso with the SEC.

Advisors

Ladenburg Thalmann & Co. Inc. is serving as financial and capital markets advisor to Vaso. Katten Muchin Rosenman LLP is acting as legal advisor to Achari and Ortoli Rosenstadt LLP is acting as legal advisor to Vaso.

About Achari Ventures Holdings Corp. I

Achari Ventures Holdings Corp. I (NASDAQ:AVHI) is a blank check company formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses.

Additional Information and Where to Find It

Achari intends to file with the SEC the Registration Statement, which will include a preliminary proxy statement/prospectus of Achari, which will be both the proxy statement to be distributed to holders of shares of Achari's common stock in connection with the solicitation of proxies for the vote by Achari's stockholders with respect to the proposed business combination and related matters as may be described in the Registration Statement, as well as the prospectus relating to the offer and sale of the securities to be issued in the business combination. Vaso intends to file with the SEC (the "Company Proxy Statement") a preliminary proxy statement of Vaso, which will be the proxy statement to be distributed to holders of shares of Vaso's common stock in connection with the solicitation of proxies for the vote by Vaso's stockholders with respect to the proposed business combination and related matters as may be described in the proxy statement.

After the Registration Statement is declared effective, Achari will mail a definitive proxy statement/prospectus and other relevant documents to its stockholders. After clearance from the SEC with respect to the Company Proxy Statement, Vaso will mail a definitive proxy statement and other relevant documents to its stockholders. Achari's and Vaso's stockholders and other interested persons are advised to read, when available, the preliminary proxy statement/prospectus to be filed by Achari, and any amendments thereto, the preliminary proxy statement to be filed by Vaso, and any amendments thereto, the definitive proxy statement/prospectus to be filed by Achari and the definitive proxy statement to be filed by Vaso, because such documentation will contain important information about Achari, Vaso and the proposed business combination. This press release is not a substitute for the Registration Statement, the Company Proxy Statement, the definitive proxy statement/prospectus to be filed by Achari, the definitive proxy statement to be filed by Vaso or any other document that Achari or Vaso will send to their respective stockholders in connection with the business combination.

INVESTORS AND SECURITY HOLDERS ARE ADVISED TO READ, WHEN AVAILABLE, THE REGISTRATION STATEMENT, PROXY STATEMENT/PROSPECTUS, COMPANY PROXY STATEMENT AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE BUSINESS COMBINATION AND THE PARTIES TO THE BUSINESS COMBINATION.

The definitive proxy statement/prospectus to be filed by Achari and the definitive proxy statement to be filed by Vaso will each be mailed to Achari and Vaso's respective stockholders as of record dates to be established for voting on the proposed business combination and related matters. Stockholders of Achari and Vaso may obtain copies of the proxy statement/prospectus to be filed by Achari and the proxy statement to be filed by Vaso, when available, without charge, at the SEC's website at www.sec.gov or by directing requests to each of: Vaso Corporation, 137 Commercial Street, Suite 200, Plainview, New York 11803 or Achari Ventures Holdings Corp. I, 60 Walnut Avenue, Suite 400, Clark, NJ 07066, as applicable.

INVESTMENT IN ANY SECURITIES DESCRIBED HEREIN HAS NOT BEEN APPROVED OR DISAPPROVED BY THE SEC OR ANY OTHER REGULATORY AUTHORITY NOR HAS ANY AUTHORITY PASSED UPON OR ENDORSED THE MERITS OF THE BUSINESS COMBINATION OR THE ACCURACY OR ADEQUACY OF THE INFORMATION CONTAINED HEREIN. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

Participants in Solicitation

This press release is not a solicitation of a proxy from any investor or security holder. However, Achari and Vaso and their respective directors, officers and other members of their management and employees may be deemed to be participants in the solicitation of proxies from Achari's and Vaso's stockholders with respect to the proposed business combination and related matters. Investors and security holders may obtain more detailed information regarding the names, affiliations and interests of the directors and officers of Achari and Vaso in the proxy statement/prospectus to be filed by Achari relating to the proposed business combination when it is filed with the SEC and the proxy statement to be filed by Vaso relating to the proposed business combination when it is filed with the SEC. These documents may be obtained free of charge from the sources indicated above.

No Offer or Solicitation

This press release is for informational purposes only, and is not intended to and shall not constitute an offer to sell or the solicitation of an offer to sell or the solicitation of an offer to buy or subscribe for any securities or a solicitation of any vote of approval, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended, and otherwise in accordance with applicable law.

Forward-Looking Statements

Certain statements in this press release are "forward-looking statements" within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. Such forward-looking statements are often identified by words such as "believe," "may," "will," "estimate," "continue," "anticipate," "intend," "expect," "should," "would," "plan," "predict," "forecasted," "projected," "potential," "seem," "future," "outlook," and similar expressions that predict or indicate future events or trends or otherwise indicate statements that are not of historical matters, but the absence of these words does not mean that a statement is not forward-looking. These forward-looking statements and factors that may cause actual results to differ materially from current expectations include, but are not limited to: (i) the effect of changes taking place across the intersection of the information technology and healthcare industries, (ii) continuation of the Company's agreement with a major healthcare diagnostic imaging equipment manufacturer, (iii) the impact of competitive technology and products and their pricing on the Company's technology and products, (iv) medical insurance reimbursement policies, (v) unexpected manufacturing or supplier problems, (vi) unforeseen difficulties and delays in product development programs, (vii) the actions of regulatory authorities and third-party payors in the United States and overseas, and (viii) the risk factors reported from time to time in the Company's and Achari's SEC reports. The forgoing factors are not exhaustive and additional factors that may cause actual results to differ materially from current expectations include, but are not limited to: (1) the occurrence of any event, change or other circumstances that could give rise to the termination of negotiations and any subsequent definitive agreements with respect to the business combination; (2) the outcome of any legal proceedings that may be instituted against Achari or Vaso, the combined company or others following the announcement of the business combination and any definitive agreements with respect thereto; (3) the inability to complete the business combination due to the failure to obtain approval of the stockholders of Achari or Vaso or to satisfy other conditions to closing; (4) changes to the proposed structure of the business combination that may be required or appropriate as a result of applicable laws or regulations or as a condition to obtaining regulatory approval of the business combination; (5) the ability to meet stock exchange listing standards following the consummation of the business combination; (6) the risk that the business combination disrupts current plans and operations of Vaso as a result of the announcement and consummation of the business combination; (7) the ability to recognize the anticipated benefits of the business combination, which may be affected by, among other things, competition, the ability of the combined company to grow and manage growth profitably, maintain key relationships and retain its management and key employees; (8) costs related to the business combination; (9) changes in applicable laws or regulations; (10) the possibility that Vaso or the combined company may be adversely affected by other economic, business, and/or competitive factors and (11) Vaso's estimates of expenses and profitability. The foregoing list of factors is not exhaustive.

The reader should carefully consider the foregoing factors and the other risks and uncertainties described in the "Risk Factors" section of Achari's final prospectus dated October 14, 2021 (Registration No. 333-258476), related to its initial public offering, Achari's and Vaso's Annual Reports on Form 10-K filed with the SEC and other documents filed by Achari and Vaso from time to time with the SEC.

The reader is cautioned not to place undue reliance on these forward-looking statements, which only speak as of the date made, are not a guarantee of future performance and are subject to a number of uncertainties, risks, assumptions and other factors, many of which are outside the control of Achari and Vaso. Achari and Vaso expressly disclaim any obligations or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in the expectations of Achari or Vaso with respect thereto or any change in events, conditions or circumstances on which any statement is based.

Investor Contacts

For Vaso:
Michael J. Beecher
Investor Relations
Phone: [phone]
Email: [e-mail]

For Achari:
Rob Kelly
MATTIO Communications
416-992-4539
[e-mail]

SOURCE: Vaso Corporation

[TrendTrade2016]

VASO here we go

[pepeoil]

Yep, got in about .28. Let’s keep going

[TrendTrade2016]

VASO....35C NEW HIGH...SO NICE!!

[ANTADOG]

solid, there are more like this one out there, u just got to find 'm and be patient, thx TT, ANT

[TrendTrade2016]

please someone come and bash VASO...I NEED A GOOD LAUGH!

[TrendTrade2016]

VASO....2 MILLION TRADED THIS WEEK...BIGGEST VOLUME THE STOCK HAS EVER SEEN IN ONE WEEK

[TrendTrade2016]

LOST SHEEP GRAZING ON DILUTION, WHILE A 32C MONSTER TRENDING FIRE BREATHING DRAGON SLOWY MAKING ITS WAY TO 39C NEXT!!

[TrendTrade2016]

VASO...THE MONSTER HAS AWAKEN, THE ONLY OTC TO BE IN!!!

[TrendTrade2016]

VASO...READY TO BREAK OUT!

[kbaz]

You should have stayed here, Instead of Sucking the Banana over at the POS FOREIGNER DONUT TABLE!!!!

[TrendTrade2016]

VASO READY TO BLOW UP..THE MOST BULLISH CHART OUT THERE ...WATCH THE MAGIC CLOWNS

[ANTADOG]

0,299 is 52 wk high, won't take much now, imvho ANT

[TrendTrade2016]

ready to break out!!

[ANTADOG]

short tradin' day tomorrow, and free on the 4th, don't u luv it? Enjoy everyone, ANT

[ANTADOG]

nice volume today, still have some, want more than 0,25 ... ANT

[bobkubecka]

Always a good idea to take a little profit especially in the current market environment

[bobkubecka]

CORRECTION FROM SOURCE: Vaso Corporation Announces Financial Results for Fourth Quarter and Full Year of 2022
Press Release | 03/29/2023
The Company Announces Record Annual Revenue and Profit

PLAINVIEW, NY / ACCESSWIRE / March 29, 2023 / Vaso Corporation ("Vaso") (OTCQB:VASO) today announced its operating results for the three months and year ended December 31, 2022.

"The Company recorded annual revenue of $80.0 million in fiscal year 2022, a growth of 5.9% over the prior year, and achieved an annual operating income of $7.0 million, an increase of 149.5% year-over-year. Net income for the year also increased significantly, to $11.9 million from $6.1 million for 2021," stated Dr. Jun Ma, President and Chief Executive Officer of Vaso Corporation. "We were able to deliver such continued improvements in the top- and bottom-line results thanks to the extraordinary performance of our professional sales service segment and improved operating results in our IT segment, despite the negative effect of last year's COVID lockdowns in China that our equipment segment endured."

"Our balance sheet remains strong, with $20.3 million of cash and short-term investments at the end of 2022 as a result of $14.4 million in operating cashflow generated during the year," Dr. Ma continued. "Deferred revenue increased by $5.8 million in fiscal year 2022 to reach a historical high of $30.8 million as of December 31, 2022, which will turn into recognized revenue once the underlying products or services are delivered in future periods."

"With a healthy financial position and a diversified business portfolio, management is optimistic about the Company's performance going forward. Our IT segment has improved operating efficiency as it's recovering from the impact of the COVID-19 pandemic; our professional sales service segment continues to outperform expectations and has expanded the scope of its partnership with GE HealthCare; and our equipment segment is starting to evolve from a pure product play to a more product-based service business. We would not be able to accomplish all these without our employees' dedication and professionalism. On behalf of the board of directors, I want to thank them as well as our shareholders for their continued support," concluded Dr. Ma.

Financial Results for Three Months Ended December 31, 2022

For the three months ended December 31, 2022, revenue decreased by 4.2% to $23.5 million from $24.5 million for the same period of 2021, due to lower revenues in all our business segments. Revenue in our IT segment decreased by $0.4 million, or 3.7%, to $10.2 million as the result of lower recurring services during the quarter; revenue in our equipment segment decreased by $0.5 million, or 39.1%, to $0.8 million due to lower equipment sales in China in the quarter; and revenue in our professional sales service segment decreased by $0.1 million, or 1.0%, to $12.4 million due to lower incentive revenue when compared to the prior year, partially offset by higher equipment deliveries. We anticipate that revenue will improve in all three business segments, as we expect growth from new business in the IT segment, growth in our professional sales service segment resulting from strong order bookings in 2022, and a recovery of our China operations from last year's COVID lockdowns.

Gross profit for the fourth quarter of 2022 decreased by 5.3% to $14.8 million, compared with a gross profit of $15.7 million for the same quarter of 2021. This decrease was primarily the result of a decrease in revenue and the increase in commission expense in the professional sales service segment.

Selling, general and administrative (SG&A) expenses for the fourth quarter of 2022 increased by 2.9% to $11.3 million, compared to $10.9 million for the fourth quarter of 2021. The increase was primarily attributable to an increase in personnel and travel costs in the professional sales service segment, offset by a decrease in travel and other costs in the IT segment. SG&A expenses were 48.0% and 44.7% of revenue in the fourth quarter of 2022 and 2021, respectively.

Net income for the three months ended December 31, 2022 was $8.2 million, compared with a net income of $3.3 million for the three months ended December 31, 2021. The increase was primarily due to the recognition of a $4.8 million tax benefit resulting from a reduction in the reserve for deferred tax assets.

Financial Results for Year Ended December 31, 2022

For the year ended December 31, 2022, revenue increased by $4.4 million, or 5.9%, to $80.0 million when compared with $75.6 million of revenue for the year 2021. Revenue in our IT segment decreased by 6.6% to $40.1 million for the year 2022, from 2021 revenue of $42.9 million, primarily due to a decrease of revenue in the network services business. Commission revenues in our professional sales service segment increased by $7.9 million, or 26.8%, to $37.3 million in the year 2022, compared to $29.4 million in 2021, primarily as the result of higher equipment deliveries by our partner and higher blended commission rates for the equipment delivered during the year. Equipment segment revenue for the year 2022 decreased by 20.1% to $2.6 million, from $3.2 million in 2021, due to a decrease in product sales in our China operations and the effect of foreign exchange rates, partially offset by a small increase in U.S. sales.

Gross profit for the year ended December 31, 2022 increased by 12.4% to $48.5 million, from $43.1 million in 2021, as a result of the higher revenue as well as higher gross profit margin in 2022.

SG&A expenses for the year ended December 31, 2022 increased by $2.3 million, or 5.8%, to $40.8 million, or 51.0% of revenue, compared with $38.6 million, or 51.1% of revenue, for the same period in 2021. The increase resulted primarily from an increase of $2.2 million in personnel and travel costs in the professional sales service segment.

For the year ended December 31, 2022, the Company had net income of $11.9 million, $5.8 million greater than the net income of $6.1 million for the year ended December 31, 2021.

Adjusted EBITDA (earnings before interest, taxes, depreciation and amortization, and share-based compensation) was $9.0 million for the year ended December 31, 2022, compared to Adjusted EBITDA of $10.4 million for the year ended December 31, 2021 which included $3.6 million of PPP loan and interest forgiveness the Company recognized as income in 2021.

Net cash provided from operating activities in 2022 was $14.4 million, compared to net cash provided from operating activities of $7.8 million in 2021. The increase is principally due to the increase in profitability. Net cash and short-term investments increased to $20.3 million at December 31, 2022, compared to $6.6 million at December 31, 2021. The increase is the net effect of the increase in cash from operating activities and lower debt service payments in 2022 compared to 2021.

Deferred revenue increased to $30.8 million at December 31, 2022, compared to $25.0 million at December 31, 2021. The increase is primarily the result of higher order bookings in the professional sales service segment. Deferred revenue will be recognized in the future when the underlying equipment or services are delivered and accepted at the customer site.

About Vaso

Vaso Corporation is a diversified medical technology company with several distinctive but related specialties: managed IT systems and services, including healthcare software solutions and network connectivity services; professional sales services for medical equipment; and design, manufacture and sale of proprietary medical devices.

The Company operates through three wholly owned subsidiaries:

VasoTechnology, Inc. provides network and IT services through two business units: NetWolves Network Services LLC, a managed network services provider with an extensive, proprietary service platform to a broad base of customers; and VasoHealthcare IT Corp., a national value added reseller of Radiology Information System ("RIS"), Picture Archiving and Communication System ("PACS"), and other software solutions from various vendors as well as related services, including implementation, management and support.
Vaso Diagnostics, Inc. d.b.a. VasoHealthcare, provides professional sales services and is the operating subsidiary for the exclusive sales representation of GE HealthCare diagnostic imaging and ultrasound products in certain market segments in the USA.
VasoMedical, Inc. manages and coordinates the design, manufacture and sales of proprietary medical equipment and software, as well as operates the Company's overseas assets including China-based subsidiaries.
Additional information is available on the Company's website at www.vasocorporation.com.

Summarized Financial Information

FOR THE THREE MONTHS ENDED FOR THE YEAR ENDED
STATEMENTS OF OPERATIONS
December 31, 2022 December 31, 2021 December 31, 2022 December 31, 2021
(In thousands)
(Unaudited)
Revenue
$ 23,470 $ 24,500 $ 80,017 $ 75,579
Gross profit
14,840 15,674 48,481 43,133
Operating income
3,398 3,443 7,033 2,819
Other income (expense), net
41 (67 ) 97 3,432
Income before taxes
3,439 3,376 7,130 6,251
Income tax benefit (expense)
4,785 (64 ) 4,743 (151 )
Net income
8,224 3,312 11,873 6,100
Income tax (benefit) expense
(4,785 ) 64 (4,743 ) 151
Interest (income) expense, net
(75 ) 40 (85 ) 301
Depreciation and amortization
347 2,092 1,923 3,840
Non-cash stock-based compensation
13 6 35 31
Adjusted EBITDA*
$ 3,724 $ 5,514 $ 9,003 $ 10,423


BALANCE SHEETS December 31, 2022 December 31, 2021
(In thousands)

Total current assets
$ 42,000 $ 27,803
Total assets
$ 72,655 $ 52,361
Total current liabilities
$ 31,708 $ 31,000
Total stockholders' equity
$ 22,875 $ 11,310
*Adjusted EBITDA is earnings before interest, taxes, depreciation and amortization and non-cash stock-based compensation.
Except for historical information contained in this release, the matters discussed are forward-looking statements that involve risks and uncertainties. When used in this report, words such as "anticipates", "believes", "could", "estimates", "expects", "may", "optimistic", "plans", "potential" and "intends" and similar expressions, as they relate to the Company or its management, identify forward-looking statements. Such forward-looking statements are based on the beliefs of the Company's management, as well as assumptions made by and information currently available to the Company's management. Among the factors that could cause actual results to differ materially are the following: the effect of business and economic conditions, including the possibility of a downturn in the US economy and the continued impact of the COVID-19 pandemic; the effect of the dramatic changes taking place in IT and healthcare; continuation of the GEHC agreement; the impact of competitive technology and products and their pricing; medical insurance reimbursement policies; manufacturing or supplier problems; unforeseen difficulties and delays in product development programs; the actions of regulatory authorities and third-party payers in the United States and overseas; and the risk factors reported from time to time in the Company's SEC reports. The Company undertakes no obligation to update forward-looking statements as a result of future events or developments.

SOURCE: Vaso Corporation



View source version on accesswire.com:
https://www.accesswire.com/746443/CORRECTION-FROM-SOURCE-Vaso-Corporation-Announces-Financial-Results-for-Fourth-Quarter-and-Full-Year-of-2022


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[Harry Wickey]

Very sloppy reporting; there has been a correction press release. To many numbers in press release and proof reading seems to have been forgotten. Why were numbers worse this quarter with most of the covid concern over (higher commision and stuff) I have a nice profit here so I sold 1/2 position on first report. Second corrected report seems a bit better and I might not have sold but will not contest for now. This is just my opinion.

[bobkubecka]

https://www.otcmarkets.com/stock/VASO/news/Vaso-Corporation-Announces-Financial-Results-for-Fourth-Quarter-and-Full-Year-of-2022?id=394880
Vaso Corporation Announces Financial Results for Fourth Quarter and Full Year of 2022
Press Release | 03/29/2023
The Company Reports 5.9% Growth in Revenue and 149% Growth in Operating Income

PLAINVIEW, NY / ACCESSWIRE / March 29, 2023 / Vaso Corporation ("Vaso") (OTCQB:VASO) today announced its operating results for the three months and year ended December 31, 2022.

"Our professional sales service segment continued exceptional growth, driving the Company's total revenue for fiscal year 2022 to $80.0 million, a growth of 5.9% over the fiscal year 2021. Compounding it with an improvement in gross profit, we recorded an annual operating profit of $7.9 million, an increase of 12.4% year-over-year," commented Dr. Jun Ma, President and Chief Executive Officer of Vaso Corporation. "Such an accomplishment would not be possible without the dedication and professionalism of our employees, who must be constantly balancing their life and work while facing the tremendous uncertainties in business and daily life during the pandemic. On behalf of the board of directors and the management of the Company, I thank you."

"The Company's financial position continues to improve with little debt and with cash and short term investments of $20.3 million at year end. In addition, deferred revenue as of December 31, 2022 was at a historical high of $30.8 million, a $5.8 million increase over the prior 12-month period. With a healthy cash position thanks to the positive cash flow of $14.4 million generated in operating activities during the year, and in light of the pandemic's recent tapering off, we remain optimistic about the Company's performance going forward," concluded Dr. Ma.

Financial Results for Three Months Ended December 31, 2022
For the three months ended December 31, 2022, revenue decreased by 4.2% to $23.5 million from $24.5 million for the same period of 2021, due primarily to the decrease of $.4 million, or 3.8%, in revenue in our IT segment as the result of lower recurring services during the quarter and a decrease of $.5 million, or 39.2%, in revenue in our equipment segment due to lower equipment sales. Revenue in our professional sales service segment decreased 1.0%, to $12.4 million in the fourth quarter 2022, compared to the same quarter of 2021, due to lower incentive revenue, partially offset by higher equipment deliveries. We anticipate that revenue will improve in our IT and professional sales service segments in 2023 as we expect growth from new business in the IT segment and growth in our professional sales service segment resulting from strong order bookings in 2022.

Gross profit for the fourth quarter of 2022 decreased by 5.3% to $14.8 million, compared with a gross profit of $15.7 million for the same quarter of 2021. This decrease was primarily the result of the increase in commission expense in the professional sales service segment and lower sales in the equipment segment.

Selling, general and administrative (SG&A) expenses for the fourth quarter of 2022 increased by 2.9% to $11.3 million, compared to $10.9 million for the fourth quarter of 2021. The increase was primarily attributable to an increase in personnel and travel costs in the professional sales service segment, offset by a decrease in travel and other costs in the IT segment. SG&A expenses were 48.0% and 44.7% of revenue in the fourth quarter of 2022 and 2021, respectively.

Net income for the three months ended December 31, 2022 was $8.2 million, compared with a net income of $3.3 million for the three months ended December 31, 2021. The increase was primarily due to the recognition of a $4.8M tax benefit resulting from a reduction in the reserve for deferred tax assets.

Financial Results for Year Ended December 31, 2022
For the year ended December 31, 2022, revenue increased by $4.4 million or 5.9% to $80.0 million when compared with $75.6 million for the year 2021. Revenue in our IT segment decreased 6.6% to $40.1 million for the year 2022, from 2021 revenue of $42.9 million, primarily due to a decrease of revenue in the network services business. Commission revenues in our professional sales service segment increased $7.9 million, or 26.8%, to $37.3 million in the year 2022, compared to $29.4 million in 2021. The increase was the result of higher equipment deliveries by our partner and higher blended commission rates for the equipment delivered during the year. Equipment segment revenue for the year 2022 decreased by 20.1% to $2.6 million, from $3.2 million in 2021, principally due to an decrease in product sales in our China operations and the effect of foreign exchange rates.

Gross profit for the year ended December 31, 2022 increased 12.4% to $48.5 million, from $43.1 million in 2021, as a result of the higher revenue in our professional sales service segment.

SG&A expenses for the year ended December 31, 2022 increased $2.3 million or 5.8% to $40.8 million, or 51.0% of revenue, compared with $38.6 million, or 51.1% of revenue, for the same period in 2021. The increase resulted primarily from an increase of $2.2 million in personnel and travel costs in the professional sales service segment.

For the year ended December 31, 2022, the Company had net income of $11.9 million, $5.8 million greater than the net income of $6.1 for the year ended December 31, 2021.

Adjusted EBITDA (earnings before interest, taxes, depreciation and amortization, and share-based compensation) was $9.0 million for the year ended December 31, 2022 compared to Adjusted EBITDA of $10.4 million for the year ended December 31, 2021.

Net cash provided from operating activities in 2022 was $14.4 million, compared to net cash provided from operating activities of $7.8 million in 2021. The increase is principally due to the increase in profitability. Net cash and short-term investments increased to $20.3 million at December 31, 2022, compared to $6.6 million at December 31, 2021. The increase in cash is the net effect of the increase in cash from operating activities and lower debt service payments in 2022 compared to 2021.

Deferred revenue increased to $30.8 million at December 31, 2022, compared to $25.0 million at December 31, 2021. The increase is primarily the result of high order bookings in the professional sales service segment. The deferred revenue will be recognized in the future when the underlying equipment or services are delivered and accepted at the customer site.

About Vaso
Vaso Corporation is a diversified medical technology company with several distinctive but related specialties: managed IT systems and services, including healthcare software solutions and network connectivity services; professional sales services for diagnostic imaging products; and design, manufacture and sale of proprietary medical devices.

The Company operates through three wholly owned subsidiaries:

VasoTechnology, Inc. provides network and IT services through two business units: VasoHealthcare IT Corp., a national value added reseller of Radiology Information System ("RIS"), Picture Archiving and Communication System ("PACS"), and other software solutions from various vendors as well as related services, including implementation, management and support; and NetWolves Network Services LLC, a managed network services provider with an extensive, proprietary service platform to a broad base of customers.
Vaso Diagnostics, Inc. d.b.a. VasoHealthcare, provides professional sales services and is the operating subsidiary for the exclusive sales representation of GE Healthcare diagnostic imaging products in certain market segments in the USA.
VasoMedical, Inc. manages and coordinates the design, manufacture and sales of proprietary medical equipment and software, as well as operates the Company's overseas assets including China-based subsidiaries.
Additional information is available on the Company's website at www.vasocorporation.com.

Summarized Financial Information


FOR THE THREE MONTHS ENDED FOR THE YEAR ENDED
STATEMENTS OF OPERATIONS
December 31, 2022 December 31, 2021 December 31, 2022 December 31, 2021

(In thousands)

(Unaudited)

Revenue
$ 23,470 $ 24,500 $ 80,017 $ 75,579
Gross profit
14,840 15,674 48,481 43,133
Operating income
3,398 3,443 7,033 2,819
Other income (expense), net
41 (67 ) 97 3,432
Income before taxes
3,439 3,376 7,130 6,251
Income tax benefit (expense)
4,785 (64 ) 4,743 (151 )
Net income
8,224 3,312 11,873 6,100
Income tax (benefit) expense
(4,785 ) 64 (4,743 ) 151
Interest (income) expense, net
(75 ) 40 (85 ) 301
Depreciation and amortization
347 2,092 1,923 3,840
Non-cash stock-based compensation
13 6 35 31
Adjusted EBITDA*
$ 3,724 $ 5,514 $ 9,003 $ 10,423


BALANCE SHEETS December 31, 2022 December 31, 2021
(In thousands)

Total current assets
$ 42,000 $ 27,803
Total assets
$ 72,655 $ 52,361
Total current liabilities
$ 31,708 $ 31,000
Total stockholders' equity
$ 22,875 $ 11,310
*Adjusted EBITDA is earnings before interest, taxes, depreciation and amortization and non-cash stock-based compensation.

Except for historical information contained in this release, the matters discussed are forward-looking statements that involve risks and uncertainties. When used in this report, words such as "anticipates", "believes", "could", "estimates", "expects", "may", "optimistic", "plans", "potential" and "intends" and similar expressions, as they relate to the Company or its management, identify forward-looking statements. Such forward-looking statements are based on the beliefs of the Company's management, as well as assumptions made by and information currently available to the Company's management. Among the factors that could cause actual results to differ materially are the following: the effect of business and economic conditions, including the impact of the current COVID-19 pandemic; the effect of the dramatic changes taking place in IT and healthcare; continuation of the GEHC agreement; the impact of competitive technology and products and their pricing; medical insurance reimbursement policies; unexpected manufacturing or supplier problems; unforeseen difficulties and delays in product development programs; the actions of regulatory authorities and third-party payers in the United States and overseas; and the risk factors reported from time to time in the Company's SEC reports. The Company undertakes no obligation to update forward-looking statements as a result of future events or developments.

Investor Contact:
Michael J. Beecher
Investor Relations
Phone: [phone]
Email: [e-mail]

SOURCE: Vaso Corporation



View source version on accesswire.com:
https://www.accesswire.com/746125/Vaso-Corporation-Announces-Financial-Results-for-Fourth-Quarter-and-Full-Year-of-2022

[poincianamike]

Bullish chart in terrible market

[ANTADOG]

And now hooverin' around 0,23 whilst xpectin' numbers, it's a chartchoice, nothin' more, nothin' less, ANT

[ANTADOG]

0,26 looks base, xcellent, ANT

[ANTADOG]

holders definitely waitin' for news, comfortable with my position right now, ANT

[ANTADOG]

vaso ready for the nxt gear up, 0,289 hod so far, ANT

[TrendTrade2016]

VASO is ready for 33c...the 29c sar flip will ignite this move

[ANTADOG]

Better volume days soon imosho ANT

[ANTADOG]

managed to add some 0,24's, numbers comin', ANT

[TrendTrade2016]

VASO...COUPLE BID WHACKS TO TRY AND DISMANTLE ...DAILY BANDS STARTING TO TIGHTEN UP...DROP THOSE EARNINGS!!!

[ANTADOG]

rsi at 57, followin' the 50ma, ANT