Helio (HLEO) sets leak-out stock terms to repay $879,163 debt

Rhea-AI Filing Summary

Helio Corporation entered into a binding settlement agreement with Sean Wolf to resolve an aggregate outstanding obligation of $879,163 under two 9.75% promissory notes issued in October 2024. The debt will be repaid primarily from net proceeds of Wolf’s sales of Helio common stock under agreed leak-out terms.

Wolf may sell up to 4,000 shares per trading day, or 12% of that day’s trading volume if higher, with no single block over 2,000 shares without Helio’s consent. After an uplisting to NASDAQ or NYSE, or on July 5, 2026, the daily cap rises to 25% of trading volume. Helio will remove legends on 225,000 shares, support a Rule 144 opinion for 275,000 additional shares, and help secure an acceptable brokerage; failure to secure a broker within seven business days if Fidelity declines would render the settlement void.

8-K Event Classification

2 items: 1.01, 9.01

2 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Settlement Amount: $879,163 First Promissory Note: $400,000 at 9.75% Second Promissory Note: $500,000 at 9.75% +5 more

8 metrics

Settlement Amount $879,163 Aggregate principal and accrued interest under two notes

First Promissory Note $400,000 at 9.75% Issued October 15, 2024 to Blackwolf Venture Group LLC

Second Promissory Note $500,000 at 9.75% Issued October 16, 2024 to Sean Wolf

Base daily share sale cap 4,000 shares Per trading day when volume is at least 20,000 shares

Initial leak-out percentage 12% of daily volume Alternative cap on Wolf’s daily stock sales

Increased leak-out percentage 25% of daily volume Effective upon uplisting or on July 5, 2026

Wolf-related shares with legend removal 225,000 shares Helio to remove restrictive legend by April 28, 2026

Pitman shares to be transferred 275,000 shares Wolf to seek transfer; subject to same leak-out terms

Key Terms

Material Definitive Agreement, Settlement Amount, Leak-Out Terms, Rule 144 opinion letter, +2 more

6 terms

Material Definitive Agreement regulatory

"Item 1.01 Entry into a Material Definitive Agreement."

A material definitive agreement is a legally binding contract that creates major, long‑term obligations or rights for a company, such as loans, asset sales, mergers, or supplier deals. Think of it like a mortgage or lease for a business: it can change future cash flow, risk and control, so investors watch these agreements closely because they can materially affect a company’s value, financial health and stock price.

Settlement Amount financial

"to resolve and settle an aggregate outstanding obligation of $879,163 (the “Settlement Amount”)"

Leak-Out Terms financial

"in accordance with the leak-out terms described below (the “Leak-Out Terms”)"

Rule 144 opinion letter regulatory

"to provide a Rule 144 opinion letter with respect to the 275,000 Pitman shares"

uplisting market

"upon the earlier of the uplisting of the Company’s common stock to the NASDAQ Stock Market"

Uplisting occurs when a company's stock moves from a less regulated, smaller exchange to a more established and widely recognized one. This transition can make the stock more accessible and attractive to a broader range of investors, potentially increasing its value and trading volume. For investors, uplisting often signals growth and stability, which can influence confidence and trading decisions.

restrictive legend regulatory

"to remove the restrictive legend on 225,000 shares of common stock held in book entry"

Understanding 8-K Material Events →

false 0001953988 0001953988 2026-04-27 2026-04-27 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 27, 2026

HELIO CORPORATION
(Exact name of registrant as specified in its charter)

Florida		000-56744		92-0586004
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

2448 Sixth Street, Berkeley, California 94710
(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (510) 545-2666

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act: None

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

☒ 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.

Item 1.01 Entry into a Material Definitive Agreement.

On April 27, 2026, Helio Corporation (the “Company”) entered into a binding settlement agreement (the “Wolf Settlement Agreement”) with Sean Wolf (“Wolf”) via an exchange of emails, pursuant to which the Company and Wolf agreed to resolve and settle an aggregate outstanding obligation of $879,163 (the “Settlement Amount”), representing all principal and accrued interest owed under two promissory notes previously issued by the Company: (i) a 9.75% Promissory Note in the principal amount of $400,000 issued on October 15, 2024 to Blackwolf Venture Group LLC, a Florida limited liability company controlled by Wolf (“Blackwolf”), and (ii) a 9.75% Promissory Note in the principal amount of $500,000 issued on October 16, 2024 to Wolf (collectively, the “Notes”). The Wolf Settlement Agreement was formed by Wolf’s written offer transmitted by email, which expressly provided that a written reply of “Accepted on behalf of Helio” would constitute a binding agreement, and the Company’s acceptance of that offer by email reply from Edward Cabrera, Chairman and Chief Executive Officer of the Company, on April 27, 2026, with the sole modification that the daily volume threshold triggering the base share sale limit be increased from 14,000 shares to 20,000 shares.

The material terms of the Wolf Settlement Agreement are as follows: (i) the Settlement Amount of $879,163 shall be satisfied through net proceeds from Wolf’s sales of Helio common stock in accordance with the leak-out terms described below, and any direct payments by the Company; (ii) Wolf may sell up to the greater of (a) 4,000 shares on any trading day on which aggregate daily trading volume of Helio common stock equals or exceeds 20,000 shares, or (b) twelve percent (12%) of aggregate daily trading volume on such trading day (the “Leak-Out Terms”); (iii) no single sale block shall exceed 2,000 shares without the prior written consent of the Company; (iv) upon the earlier of the uplisting of the Company’s common stock to the NASDAQ Stock Market or the New York Stock Exchange, or July 5, 2026, the daily sale limit shall increase to twenty-five percent (25%) of aggregate daily trading volume; (v) Wolf shall provide brokerage account statements to the Company twice monthly, with net proceeds applied to reduce the Settlement Amount; (vi) Wolf shall be solely responsible for seeking the cooperation of Joseph Pitman to transfer 275,000 shares of Helio common stock held by Pitman to Wolf, subject to the same Leak-Out Terms; (vii) the Company agreed to promptly authorize ClearTrust, LLC to remove the restrictive legend on 225,000 shares of common stock held in book entry for the benefit of Wolf, no later than 9:30 A.M. Eastern Time on April 28, 2026; (viii) the Company agreed to use commercially reasonable efforts to provide a Rule 144 opinion letter with respect to the 275,000 Pitman shares following completion of their transfer to Wolf; (ix) the Company agreed to promptly contact Fidelity Investments, copying Wolf, to retract and/or correct any prior statements made by or on behalf of the Company to Fidelity regarding Wolf or the shares subject to the Wolf Settlement Agreement, and to confirm no objection to Fidelity reviewing and processing such shares; and (x) if Fidelity declines to accept the shares or restricts Wolf’s transactions, the Company shall within seven (7) business days secure an alternate brokerage firm reasonably acceptable to Wolf; if the Company fails to do so, the Wolf Settlement Agreement shall be null and void. The parties agreed to proceed without escrow.

A copy of the Wolf Settlement Agreement (email exchange dated April 27, 2026) is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
10.1		Settlement Agreement (Email Exchange), dated April 27, 2026, between Helio Corporation and Sean Wolf
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

1

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	HELIO CORPORATION
Date: May 1, 2026	By:	/s/ Edward Cabrera
	Name:	Edward Cabrera
	Title:	Chief Executive Officer

2

FAQ

What debt is Helio Corporation (HLEO) settling with Sean Wolf?

Helio is settling an obligation of $879,163 with Sean Wolf. This amount represents all principal and accrued interest on two 9.75% promissory notes issued in October 2024, one for $400,000 to Blackwolf Venture Group LLC and one for $500,000 directly to Wolf.

How will the $879,163 Helio (HLEO) settlement amount be repaid?

The settlement will be repaid mainly through Wolf’s stock sale proceeds. Net proceeds from Wolf’s sales of Helio common stock, conducted under agreed leak-out limits, plus any direct payments from Helio, will be applied to reduce the $879,163 Settlement Amount over time.

What are the leak-out terms on Helio (HLEO) stock sales by Sean Wolf?

Wolf can sell limited daily amounts of Helio common stock. He may sell up to 4,000 shares per trading day, or 12% of that day’s trading volume if higher, with no sale block exceeding 2,000 shares without Helio’s prior written consent under the agreement.

When do the Helio (HLEO) daily sale limits increase for Sean Wolf?

The daily leak-out cap increases upon uplisting or by July 5, 2026. After Helio’s common stock uplists to NASDAQ or the NYSE, or on July 5, 2026, whichever comes first, Wolf’s daily sale limit rises to 25% of aggregate trading volume.

How many Helio (HLEO) shares are referenced in the Wolf settlement?

The agreement references 500,000 Helio common shares in total. Helio will remove legends on 225,000 shares held for Wolf, and Wolf will seek transfer of 275,000 additional shares from Joseph Pitman, both subject to the same leak-out conditions for sales.

What happens if Fidelity restricts Wolf’s Helio (HLEO) share transactions?

Helio must help secure an alternate brokerage firm if Fidelity declines. Within seven business days, Helio must find a reasonably acceptable alternative broker for Wolf; if it fails, the Wolf Settlement Agreement becomes null and void under its terms.

Filing Exhibits & Attachments

4 documents

Agreements & Contracts

• EX-10.1 SETTLEMENT AGREEMENT (EMAIL EXCHANGE), DATED APRIL 27, 2026, BETWEEN HELIO CORPO 9.9 KB

Other Documents

• EX-101 XBRL SCHEMA FILE 2.9 KB
• EX-101 XBRL LABEL FILE 33.4 KB
• EX-101 XBRL PRESENTATION FILE 21.8 KB