Helio (OTC: HLEO) files confidential S-1 and targets Nasdaq uplisting
Rhea-AI Filing Summary
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.
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Insights
Helio is restructuring its path to a Nasdaq uplisting without changing strategy.
Helio describes withdrawing its earlier Form S-1 and submitting an updated Form S-1 on June 4, 2026 under the SEC’s confidential review process. This approach lets the company revise disclosures before they become public while aligning with current business developments.
The company has applied to list on Nasdaq, engaged an underwriter for an anticipated public offering, and obtained FINRA authorization for a potential reverse stock split to meet listing standards. All steps remain contingent on SEC review, exchange approval, market conditions, and other factors, so actual outcomes will depend on future regulatory and market responses.
8-K Event Classification
Key Figures
Key Terms
confidential review process regulatory
registration statement on Form S-1 regulatory
uplisting financial
reverse stock split financial
forward-looking statements regulatory
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of
earliest event reported):
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) |
(Commission File Number) | (IRS Employer Identification No.) |
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including
area code: (
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).
| Item 7.01 | Regulation FD Disclosure. |
On June 10, 2026, Helio Corporation, a Florida corporation (the “Company”), issued a press release providing an update regarding its registration status.
The furnishing of the press release is not an admission as to the materiality of any information therein. The information contained in the press release is summary information that is intended to be considered in the context of more complete information included in the Company’s filings with the U.S. Securities and Exchange Commission (the “SEC”) and other public announcements that the Company has made and may make from time to time by press release or otherwise. The Company undertakes no duty or obligation to update or revise the information contained in this report, although it may do so from time to time as its management believes is appropriate. Any such updating may be made through the filing of other reports or documents with the SEC, through press releases or through other public disclosures.
The information in this Item 7.01 of this Current Report on Form 8-K and the press release shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended. The information contained in this Item 7.01 and in the press release shall not be incorporated by reference into any filing with the SEC made by the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit No. | Description | |
| 99.1 | Press release dated June 10, 2026 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
| 2 |
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: June 10, 2026 | By: | /s/ Edward Cabrera |
| Name: | Edward Cabrera | |
| Title: | Chief Executive Officer | |
| 3 |
Exhibit 99.1
HELIO FILES CONFIDENTIAL REGISTRATION STATEMENT AND CONFIRMS CONTINUED UPLISTING PLAN
Berkeley, CA — [Insert Release Date] — Helio Corporation (OTCID: HLEO) today provided an update regarding its registration status and reaffirmed its commitment to uplisting to a national securities exchange.
Recent third-party reports referencing SEC filings have noted that Helio withdrew a previously filed registration statement on Form S-1. The Company clarifies that this action was procedural in nature and does not reflect any change in its strategic direction or uplisting plans.
Following discussions with the SEC staff, and in light of significant developments in the Company’s business since its prior filing, Helio withdrew its earlier registration statement and, on June 4, 2026, submitted an updated Form S-1 through the SEC’s confidential review process, which is subject to SEC review and potential revision prior to effectiveness. This updated filing reflects the Company’s current business profile, growth strategy, and capital markets objectives.
In connection with this process:
| · | The Company has submitted an application to list its shares on the Nasdaq Stock Market | |
| · | Helio has engaged an underwriter in connection with its anticipated public offering | |
| · | The Company has received FINRA authorization related to a potential reverse stock split, if required to meet listing standards |
Helio is actively advancing toward an uplisting to a national exchange, subject to regulatory review and market conditions.
“We withdrew the prior registration statement and submitted an updated filing to reflect changes in the business since that time,” said Edward Cabrera, Chairman and Chief Executive Officer of Helio Corporation. “We intend to continue working through the SEC review process and our listing application in the normal course.”
The timing and completion of the proposed uplisting remain subject to market conditions, regulatory approvals, and other customary factors.
| 1 | Forward-Looking Statements |
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements include, but are not limited to, statements regarding the Company’s proposed uplisting to a national securities exchange, the effectiveness of its registration statement, and its anticipated public offering.
These forward-looking statements are subject to a number of risks and uncertainties, including, but not limited to, the outcome of the SEC review process, the ability of the Company to have its registration statement declared effective, the approval of its listing application by a national securities exchange, general market conditions, and other factors that may impact the Company’s ability to complete the transactions described herein.
There can be no assurance that the Company’s registration statement will become effective, that its application to list on a national securities exchange will be approved, or that the Company will complete any contemplated transactions on the anticipated terms or at all. Actual results may differ materially from those expressed or implied by these forward-looking statements. The Company undertakes no obligation to update or revise any forward-looking statements, except as required by law.