Helio Corporation faces default assertion and reviews $900K secured notes

Rhea-AI Filing Summary

Helio Corporation reported that holders of two secured promissory notes have asserted an event of default after the Company did not repay them at maturity. The notes, dated October 15, 2024 for $400,000 and October 16, 2024 for $500,000, each bear interest at 9.75% per annum and reached their maturity date on November 5, 2025.

The holders’ counsel sent an email on November 20, 2025 stating that the nonpayment constitutes a default and treating the email as a notice of default. Each note, however, provides for written notice and a 15‑day contractual cure period before a declared default becomes effective, and Helio is reviewing these provisions and its rights under the notes.

Helio has engaged a financial and strategic advisor to help evaluate its capital structure and alternatives regarding its outstanding indebtedness. The Company is in discussions with noteholders and has received preliminary indications of interest on potential transaction structures, but there are currently no agreements in place and there is no assurance any transaction will occur.

Positive

• None.

Negative

• Nonpayment and default assertion on secured notes: Helio did not pay secured promissory notes of $400,000 and $500,000 at their November 5, 2025 maturity, and holders’ counsel has asserted an event of default, indicating heightened credit and liquidity risk.

Insights

Credit risk and special situations analyst

Nonpayment on secured notes and default allegations highlight elevated credit risk.

Helio Corporation has not repaid two secured promissory notes totaling $900,000 that matured on November 5, 2025. Counsel for the noteholders asserted by email on November 20, 2025 that this nonpayment is an event of default under the notes. The notes carry a 9.75% annual interest rate, so they represent relatively expensive secured financing.

Each note includes a provision requiring written notice of default and a 15‑day contractual cure period before a declared default becomes effective. The Company states it is reviewing the assertions, the notice and cure language, and its rights, which suggests the formal default status may depend on how those contractual mechanics are interpreted and applied.

Helio has engaged a financial and strategic advisor to evaluate its capital structure and alternatives for its outstanding indebtedness, and it is in communication with multiple noteholders about timing of payments and potential modifications. The Company also notes that there are no verbal or written agreements at this time and explicitly cautions that there can be no assurance discussions will result in any transaction or resolution.

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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): November 20, 2025

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 2.04 Triggering Events That Accelerate or Increase a Direct Financial Obligation

On November 20, 2025, Helio Corporation (the “Company”) was notified via email by counsel to the holders of (i) the Company’s secured promissory note dated October 15, 2024, in the original principal amount of $400,000, bearing interest at 9.75% per annum, and (ii) the Company’s secured promissory note dated October 16, 2024, in the original principal amount of $500,000, bearing interest at 9.75% per annum.

The email asserted that the Company’s nonpayment of the two notes on their November 5, 2025 maturity date constitutes an event of default under the notes and stated that it constituted a “Notice of Default.” Each note contains a provision requiring written notice of default and a 15-day contractual cure period before any declared default becomes effective. The Company is reviewing the assertions made in the email, the applicable notice and cure provisions, and the Company’s rights under the notes.

The Company has been in communication with the holders of the two notes, as well as with certain of its other noteholders, regarding the timing of payments and potential modifications to outstanding obligations. No assurance can be given regarding the outcome of any such discussions.

Item 8.01 Other Events.

The Company has engaged a financial and strategic advisor to assist the Company in evaluating its capital structure and potential alternatives relating to its outstanding indebtedness. In connection with this engagement, the Company is in communication with the holders of certain of its outstanding notes regarding the status of those obligations and potential options that may be available. The Company has received preliminary indications of interest from certain noteholders regarding potential transaction structures it is evaluating; however, there are no verbal or written agreements or understandings between the Company and such holders at this time. There can be no assurance that any discussions will result in any transaction or that any such transaction, if pursued, will be completed.

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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: November 26, 2025	By:	/s/ Gregory T. Delory
	Name:	Gregory T. Delory
	Title:	Chief Executive Officer

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FAQ

What triggered Helio Corporation's 8-K filing (HLEO)?

The filing discloses that holders of two secured promissory notes sent an email on November 20, 2025 asserting that Helio Corporation’s nonpayment of those notes at their November 5, 2025 maturity date constitutes an event of default.

How much secured debt is involved in Helio Corporation's reported default issue?

The situation involves two secured promissory notes: one dated October 15, 2024 with an original principal amount of $400,000, and another dated October 16, 2024 with an original principal amount of $500,000, each bearing interest at 9.75% per annum.

Is Helio Corporation automatically in default on these notes?

The noteholders’ counsel has asserted an event of default and called its email a “Notice of Default,” but each note requires written notice and a 15‑day contractual cure period before a declared default becomes effective. Helio states it is reviewing these provisions and its rights under the notes.

What steps is Helio Corporation taking to address its indebtedness?

Helio has engaged a financial and strategic advisor to help evaluate its capital structure and potential alternatives related to its outstanding indebtedness, and is communicating with holders of certain notes about the status of obligations and possible options.

Are there any agreements in place with Helio Corporation's noteholders?

The Company reports receiving preliminary indications of interest from certain noteholders regarding potential transaction structures, but states there are currently no verbal or written agreements or understandings with those holders.

Does Helio Corporation give any assurance that a restructuring transaction will occur?

No. Helio explicitly states that there can be no assurance that any discussions with noteholders will result in any transaction or that any such transaction, if pursued, will be completed.