Attached files
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-K/A
(Amendment No. 1)
[X]
ANNUAL REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
For the fiscal year ended December 31, 2019
[
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TRANSITION REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
Commission File No.
0-18105
VASO
CORPORATION
(Exact name of registrant as specified in Its
Charter)
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Delaware
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11-2871434
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(State or other jurisdiction
of incorporation
or organization)
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(IRS Employer Identification
Number)
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137 Commercial St., Suite 200,
Plainview, New York 11803
(Address of principal executive
offices)
Registrant’s telephone number, including
area code: (516)
997-4600
Securities
registered under Section 12(b) of the Act: None
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Title of each
class
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Trading
Symbol
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Name of each
exchange on which registered
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Securities
registered under Section 12(g) of the Act:
Common Stock, $.001 par value
(Title of Class)
Indicate by check
mark if the registrant is a well-known seasoned issuer, as defined
in Rule 405 of the Securities Act. Yes [ ] No [ X
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Indicate by check
mark if the registrant is not required to file reports pursuant to
Section 13 or Section 15(d) of the Act. Yes [ ] No [ X
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Indicate by check
mark whether the registrant (1) has filed all reports required to
be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the past 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. Yes [ X
] No [ ]
Indicate by check
mark whether the registrant has submitted electronically every
Interactive Data File required to be submitted pursuant to Rule 405
of Regulation S-T (§232.405 of this chapter) during the
preceding 12 months (or for such shorter period that the registrant
was required to submit such files) Yes [ X] No [ ]
Indicate by check
mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, a smaller reporting
company or an emerging growth company. See the definitions of
"large accelerated filer," "accelerated filer," "smaller reporting
company," and "emerging growth company" in Rule 12b-2 of the
Exchange Act.
Large
accelerated filer [ ] Accelerated filer [ ] Non-accelerated filer
[X] Smaller reporting company [X] 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. [ ]
Indicate by check
mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act). Yes [ ] No [ X ]
The
aggregate market value of common stock held by non-affiliates was
approximately $3.0 million based on the closing sales price of the
common stock as quoted on the OTC PK on June 28, 2019.
At
April 9, 2020, the number of shares outstanding of the issuer's
common stock was 174,436,289.
EXPLANATORY
NOTE
Vaso
Corporation (the "Company") is filing this amendment (the
"Amendment") to its Annual Report on Form 10-K
filed on April 14, 2020 (the "Original Form 10-K") solely to disclose that the Company
had filed the Original Form 10-K after the March 30, 2020 deadline
applicable to the Company for the filing of a Form 10-K in reliance
on the 45-day extension provided by an order issued by the
Securities and Exchange Commission (the "SEC") pursuant to Section 36 of the
Securities Exchange Act of 1934, as amended (the "Exchange Act") (Release Nos. 34-88318 dated March
4, 2020 and Release Nos. 34-88465 dated March 25, 2020) (the
"Order").
On
March 30, 2020, the Company filed a Current Report on Form 8-K to
indicate its intention to rely on the Order for such extension.
Consistent with the Company's statements made in the Form 8-K, the
Company was unable to file the Original Form 10-K prior to the
prescribed March 30, 2020 filing date because the Company' s
operations and business have experienced significant disruptions
due to the new coronavirus ("COVID-19") pandemic. More
specifically, both the Company and its auditors were experiencing
staffing difficulties materially impairing its ability to file on
the prescribed date. The Company’s principal offices,
including its accounting department, are located in Nassau County,
New York, which area has been significantly impacted by
COVID-19.
As
required by Rule 12b-15 under the Exchange Act, the Company is
including in this Amendment certifications from its Principal
Executive Officer and Principal Financial Officer as required by
Rule 13a-14(a) or Rule 15d-14(a) of the Exchange Act as exhibits to
this Amendment. Because no financial statements have been included
in this Amendment and this Amendment does not contain or amend any
disclosure with respect to Items 307 and 308 of Regulation S-K,
paragraphs 3, 4 and 5 of the certifications have been omitted. We
are not including the certifications under Section 906 of the
Sarbanes-Oxley Act of 2002 as no financial statements are being
filed with this Amendment.
Except
as described above, this Amendment does not modify or update
disclosures in, or exhibits to, the Original Form 10-K.
Furthermore, this Amendment does not change any previously reported
financial results nor does it reflect events occurring after the
filing of the Original Form 10-K. Accordingly, this Amendment
should be read in conjunction with the Original Form 10-K and the
Company's filings with the SEC subsequent to the filing of the
Original Form 10-K.
PART IV
Exhibits
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Certification
reports pursuant to Securities Exchange Act Rule
13a/15d
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SIGNATURES
Pursuant to the
requirements of Section 13 or 15(d) of the Securities Exchange Act
of 1934, the Company has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized on the
12th day of May, 2020.
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VASO
CORPORATION
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By:
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/s/ Jun
Ma
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Jun
Ma
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President and Chief
Executive Officer
and Director
(Principal Executive Officer)
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