Helio Corporation’s SEC filings document material agreements, capital-structure changes, governance actions, and reporting obligations for an emerging growth company with no securities registered under Section 12(b). Recent Form 8-K filings cover note settlements and exchanges, convertible preferred stock financing, promissory note obligations, Regulation FD press releases, auditor changes, and board appointments.
The filing record also includes Form 12b-25 notices tied to delayed annual and quarterly reports while financial statements and related disclosures were being completed or reviewed. Company disclosures address accounting and audit matters, going-concern language in prior audit reports, preferred-stock terms, common-stock issuance mechanics, and the company’s space-based solar power and NASA SBIR-related technology updates.
Helio Corp. (HLEO) is offering 2,000,000 shares of common stock; the total would be 2,300,000 shares if the underwriters exercise the over-allotment option in full. The estimated price is $4.00 to $5.00 per share, with $4.50 as the assumed price. Closing is contingent on approval of its Nasdaq Capital Market listing application. Helio estimates net proceeds of approximately $7.073 million to $8.914 million, assuming no over-allotment, and intends to use them for repayment of certain promissory notes, research and development, sales, marketing and business development, facility and manufacturing improvements, and general and working-capital purposes.
Revenue for the nine months ended July 31, 2026 was $11,543,492, versus $33,384,423 for the same period in 2025, a 54% decline; net loss was $6,851,175. Helio estimates dilution to new investors of $3.84 per share at the assumed $4.50 price. Audit reports expressed substantial doubt about its ability to continue as a going concern, and management concluded its disclosure controls were ineffective as of July 31, 2026 due to material weaknesses in financial reporting.
Helio Corp (HLEO) reported that its Chief Financial Officer, Mark Harry Knauf, purchased common stock in three open-market or private transactions over three consecutive days in September 2026. He bought 5,166 shares on September 16, 2026 at an average price of $1.55 per share, 10,700 shares on September 17, 2026 at an average price of $1.46 per share, and 380 shares on September 18, 2026 at an average price of $1.33 per share. Across these purchases, he acquired a total of 16,246 shares, with prices reported as average costs for each day. No Rule 10b5-1 trading plan is reported for these transactions.
Helio Corp (HLEO) reports that Mark Harry Knauf, its Chief Financial Officer, has filed an initial statement of beneficial ownership on Form 3. The filing lists no reportable transactions and shows no equity holdings for him as of the reporting date.
Helio Corp (HLEO) reported sharply weaker results for the nine months ended July 31, 2026, with total revenue falling to $1.54 million from $3.38 million a year earlier, driven by lower service and materials revenue. Gross profit slipped to $0.64 million, while operating expenses rose to $4.72 million, leading to an operating loss of $4.08 million.
After heavy interest, debt-discount amortization, derivative fair-value losses and extinguishment costs, net loss widened to $6.85 million from $2.88 million. The company disclosed substantial doubt about its ability to continue as a going concern and plans to seek additional debt and equity financing. Total liabilities declined to $3.88 million from $5.37 million, aided by conversions of debt into equity and preferred stock, but Helio still carries $750,500 of notes payable, $522,222 of convertible notes payable and a large derivative liability of $1.66 million. Cash improved to $520,504, supported by $2.45 million of net cash from financing activities and new Series A, B and C preferred stock issuances, while common shares outstanding increased to 5,190,024 following a 1-for-5 reverse split and multiple equity issuances.
Helio Corporation, a Florida corporation, implemented a one-for-five (1-for-5) reverse stock split of its issued and outstanding common stock. This change was effected through Articles of Amendment to its Articles of Incorporation filed with the Florida Secretary of State and became effective at 12:01 a.m. Eastern Time on July 20, 2026.
As a result of the reverse stock split, every five shares of issued and outstanding common stock were automatically combined into one share, with no action required from shareholders. The amendment modified Article IV of the company’s Articles of Incorporation, and a copy of the amendment is included as an exhibit.
Helio Corp director and CTO Gregory Townsend reported an "other" disposition of 33,000 shares of Common Stock. According to the footnote, the shares were transferred from his personal holdings to the holder of a promissory note issued by Helio Corp, for no cash consideration. Following this transfer, he directly holds 5,522,780 shares.
Helio Corporation reported sharply weaker results for the quarter ended April 30, 2026. Revenue fell to $457,316 from $1,172,260 a year earlier, while quarterly net loss widened to $1,645,957 from $1,015,033. For the six months, revenue dropped to $952,866 from $2,599,836 and net loss deepened to $5,379,685.
Cash was $464,720 with net cash used in operations of $1,319,440 over six months, leaving a shareholders’ deficit of $1,918,822. Total liabilities were $3,384,603, including notes payable and convertible notes, plus a growing derivative liability of $621,423.
The company discloses substantial doubt about its ability to continue as a going concern and is relying on additional debt and equity financing, including high‑fee, highly dilutive convertible notes and new preferred stock. Helio remains heavily dependent on a small number of government‑driven customers for most of its revenue.
Helio Corporation filed a Form 8-K to share a press release explaining recent changes to its registration efforts and ongoing plans to uplist its shares to a national securities exchange. The company withdrew a prior Form S-1 but describes this as a procedural step rather than a shift in strategy.
Helio states that, after discussions with SEC staff and business developments since its earlier filing, it submitted an updated Form S-1 on June 4, 2026 through the SEC’s confidential review process. The company has applied to list its shares on the Nasdaq Stock Market, engaged an underwriter for an anticipated public offering, and received FINRA authorization for a potential reverse stock split if needed to meet listing standards. The timing and outcome of the proposed uplisting, registration effectiveness, and offering remain subject to regulatory review, market conditions, and other customary factors.
Helio Corporation requested withdrawal of its Registration Statement on Form S-1 (File No. 333-284062), stating the company has decided not to proceed with the offering. The letter confirms the Registration Statement was declared effective on March 14, 2025 and that no securities were sold under the registration or any amendment.
Helio Corp's CTO and 10% owner Gregory Townsend reported several "J" code transactions involving common stock. In total, he transferred 45,000 shares to third parties as consideration for services provided to the company, with value based on a 20-day VWAP of $2.810 per share. Following these non-cash restructuring moves, he directly holds 5,555,780 shares of common stock.