Vaso Corporation Announces the Effectiveness of the Achari Ventures Holdings Corp. I Registration Statement on Form S-4

Rhea-AI Summary

Vaso (OTCQX: VASO) announced the SEC's approval of Achari Ventures Holdings Corp. I's (NASDAQ: AVHI) S-4 Registration Statement for their proposed business combination. Post-merger, the company will be renamed Vaso Holdings Corp. and listed on NASDAQ. Current Vaso stockholders will own 94-96% of the new entity, valued at approximately $176 million at closing.

Dr. Jun Ma, Vaso's President and CEO, highlighted the company's recent financial performance: annual revenues of $75.2M, $79.3M, and $81.0M in 2021, 2022, and 2023, respectively, with operating incomes of $2.5M, $6.5M, and $4.2M. The company has cash reserves of about $25 million. A special stockholders meeting is scheduled for August 26, 2024, to approve the business combination.

Positive

• SEC approval of S-4 Registration Statement for business combination with Achari
• Planned NASDAQ listing, potentially broadening stockholder base
• Vaso stockholders to own 94-96% of the new entity
• Valuation of approximately $176 million at closing
• Consistent revenue growth from $75.2M in 2021 to $81.0M in 2023
• Profitable operations with operating income of $4.2M in 2023
• Strong cash position with reserves of about $25 million

Negative

• Decrease in operating income from $6.5M in 2022 to $4.2M in 2023

A significant milestone for Vaso’s Listing on NASDAQ

Vaso Stockholders Meeting Scheduled for August 26, 2024 to Approve Business Combination with Achari

PLAINVIEW, N.Y., Aug. 07, 2024 (GLOBE NEWSWIRE) -- Vaso Corporation (“Vaso” or the “Company”) (OTCQX: VASO) announced that on August 5, 2024, the U.S. Securities and Exchange Commission (“SEC”) declared effective the Achari Ventures Holdings Corp. I (“Achari”) (NASDAQ: AVHI) Registration Statement on Form S-4, as amended (the “Registration Statement”), filed with the SEC in connection with the previously announced proposed business combination (the “Business Combination”) of Vaso and Achari. In connection with the Business Combination, Achari will change its name to Vaso Holdings Corp. (“New Vaso”), which will be the surviving corporation after the Business Combination, and Vaso will be its wholly owned subsidiary and only operating entity.  Current Vaso stockholders will own approximately 96% of New Vaso if all of the remaining public shares of Achari are redeemed in connection with Achari stockholder approval of the Business Combination, or 94% of New Vaso if none of Achari’s current public stockholders elect to redeem their shares and instead choose to remain stockholders of the combined company following the closing of the Business Combination.  The parties have agreed that the valuation of Vaso stockholders in New Vaso will be approximately $176 million at closing.

“We are pleased to achieve this important step forward to becoming a publicly traded company listed on the NASDAQ stock exchange,” commented Dr. Jun Ma, President and CEO of Vaso, who will serve as President and CEO of Vaso Holdings Corp. upon closing of the Business Combination.  “Our Company has achieved significant growth and profitability over the last few years, attaining in 2021, 2022 and 2023, respectively, an annual revenue of approximately $75.2 million, $79.3 million and $81.0 million, as well as operating income of approximately $2.5 million, $6.5 million and $4.2 million, respectively, over the same time periods, which has further resulted in cash reserves of about $25 million as of the latest regulatory filing.”

“Our success is primarily attributable to a diversified strategy and a strong commitment to business discipline.  Based on the historical performance and financial fundamentals of the Company, we believe that our common stock is undervalued which could, in part, be that as an over-the-counter stock we are subject to the penny stock rules which impose certain sales practice requirements on broker dealers in transactions involving our stock.  Additionally, we believe that institutional investors have a limited interest in a penny stock and listing on NASDAQ could afford the Company the opportunity of broadening its stockholder base.  Listing on NASDAQ also should assist the Company in its goal of expanding operations through both internal growth and strategic partnerships with a concentration on medical and IT companies,” concluded Dr. Ma.

Following the Business Combination, there will be nine directors of New Vaso, consisting of Vaso’s seven current directors and two new independent directors selected by Vaso.

Vaso will be mailing its proxy statement (the “Proxy Statement”) on or about August 12, 2024 to stockholders of record as of the close of business on July 15, 2024 .  The Proxy Statement contains  notice of a special stockholders meeting (the “Special Meeting”) and voting instruction form or a proxy card relating to the Special Meeting.

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.

Every stockholder’s vote is important, and Vaso requests that each stockholder complete, sign, date and return a proxy card (online or by mail) as soon as possible to ensure that the stockholder’s shares will be represented at the Special Meeting.  Stockholders who hold shares in “street name” (i.e., those stockholders whose shares are held of record by a broker, bank or other nominee) should contact their broker, bank or nominee to ensure that their shares are voted.

About Vaso

Vaso Corporation is a diversified medical technology company operating in three business segments:

• VasoTechnology provides network and IT services through two operating units: NetWolves Network Services, a managed network services provider with an extensive, proprietary service platform to a broad base of customers; and VHC-IT, a service provider for healthcare application solutions from various vendors as well as related services, including implementation, management and support.
• VasoHealthcare provides professional sales services and is the operating subsidiary for the exclusive sales representation of GE HealthCare diagnostic imaging and ultrasound products and services in certain market segments in the USA.
• VasoMedical 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.

About Achari

Achari is a special purpose acquisition company formed for the purpose of effecting a merger, capital stock exchange asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses.

Cautionary Statement Regarding Forward-Looking Statements

This communication includes “forward-looking statements” within the meaning of the “safe harbor” provisions of the U.S. Private Securities Litigation Reform Act of 1995.  Generally, statements that are not historical facts in this communication are forward-looking statements.  Forward-looking statements herein generally relate to future events or the future financial or operating performances of Vaso, Achari or the combined Business Combination (the “Combined Company”).  For example, projections of future financial or operational performance of Vaso or Achari or the Combined Company are forward-looking statements.  In some cases, you can identify forward-looking statements in terminology such as “may,” “should,” “expect,” “will,” “estimate,” “anticipate,” “believe,” “predict,” “project,” “target,” “budget,” “forecast,” “could,” “continue,” “plan,” or “potentially” or the negatives of these terms or variations of them or similar technology.  Such forward-looking statements are based on beliefs and assumptions and on information available to management of Vasoand are subject to risks, uncertainties, and other factors which could cause actual results to differ materially from those expressed or implied by such forward-looking statements.

These forward-looking statements are based upon estimates and assumptions that, while considered reasonable by Vasoand its management, as the case may be, are inherently uncertain and subject to material change. There can be no assurance that future developments affecting Vaso or Achari, or the Combined Company, will be those that it has anticipated.  New risks and uncertainties may emerge from time to time, and it is not possible to predict all risks and uncertainties.  Factors that may cause actual results to differ materially from current expectations include, but are not limited to, the effect of business and economic conditions, including the possibility of a downturn in the U.S. economy and continued effects 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; 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 Vaso and Achari’s SEC reports.

Nothing in this communication should be regarded as a representation by any person that the forward-looking statements set forth herein will be achieved or that any of the contemplated results of such forward-looking statements will be achieved.  You should not place undue reliance on forward-looking statements in this communication, which speak only as of the date they are made and are qualified in their entirety by reference to the cautionary statements herein and the risk factors described above.  Neither Vaso nor Achari undertakes any duty to update these forward-looking statements.  In addition, no responsibility, liability or duty of care is or will be accepted by Vaso, Achari or any other person for updating or revising the communication or providing any additional information to any recipient and any such liability is expressly disclaimed. 

Investor Contact:

Michael J. Beecher
Investor Relations
Phone: 516-997-4600
Email: mbeecher@vasocorporation.com

FAQ

What is the proposed business combination between Vaso and Achari Ventures Holdings Corp. I?

Vaso (OTCQX: VASO) and Achari Ventures Holdings Corp. I (NASDAQ: AVHI) are planning to merge. The combined company will be renamed Vaso Holdings Corp. and will be listed on NASDAQ under the ticker symbol 'VASO'.

When is the Vaso stockholders meeting to approve the business combination with Achari?

The special stockholders meeting to approve the proposed business combination is scheduled for August 26, 2024, at 10:00 a.m. Eastern Time.

What percentage of the new company will current Vaso (VASO) stockholders own after the merger?

Current Vaso stockholders will own approximately 94-96% of the new company, Vaso Holdings Corp., depending on the number of Achari public shares redeemed.

What was Vaso 's (VASO) revenue and operating income for 2023?

In 2023, Vaso reported annual revenue of approximately $81.0 million and operating income of approximately $4.2 million.

What is the estimated valuation of Vaso (VASO) stockholders in the new company after the merger?

The parties have agreed that the valuation of Vaso stockholders in the new company, Vaso Holdings Corp., will be approximately $176 million at closing.