Material Agreement, Asset Transaction (Form 8-K)

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.