Helio Corporation (HLEO) cancels CEO and engineer debt for stock, faces $250,000 note default notice

Rhea-AI Filing Summary

Helio Corporation entered into exchange agreements with its CEO, Gregory Delory, and Chief Engineer, Paul Turin, to cancel insider debt in return for equity. Notes held by Mr. Delory totaling $315,188.36 and by Mr. Turin totaling $742,576.73 were cancelled in exchange for 2,204,561 and 5,193,898 common shares, respectively, using a VWAP-based conversion price of $0.142971 per share as of the twenty trading days before December 2, 2025. On the same date, the company issued an aggregate 7,398,459 unregistered, restricted shares under Section 3(a)(9), with no commissions paid. The company also disclosed a notice from a holder of a $250,000 secured note asserting default after a missed November 5, 2025 maturity payment and demanding repayment, which the company is evaluating. The related-party exchanges were approved by the sole independent director as fair to the company.

Positive

• None.

Negative

• Default notice on secured debt: A holder of a $250,000 secured note bearing 9.75% interest has asserted default after maturity and demanded repayment, creating near-term credit pressure until resolved.
• Significant insider equity issuance: Issuing 7,398,459 restricted shares to the CEO and Chief Engineer in a debt-for-equity swap materially increases share count and concentrates additional control with insiders.

Insights

Credit and capital structure analyst

Helio converts insider debt to equity but faces a secured note default notice.

Helio Corporation cancelled insider promissory notes held by its CEO and Chief Engineer totaling $315,188.36 and $742,576.73, respectively, in exchange for 2,204,561 and 5,193,898 common shares. The conversion price of $0.142971 per share was based on the 20-day VWAP before December 2, 2025, indicating the exchanges used a recent market-based valuation rather than a steep discount. These transactions reduce outstanding related-party debt while increasing the common share count materially.

The company issued 7,398,459 unregistered, restricted shares under Section 3(a)(9) with no commissions, concentrating new equity with two insiders and potentially affecting ownership dynamics. Separately, a holder of a $250,000 Amended and Restated Secured Promissory Note, bearing 9.75% annual interest and maturing on November 5, 2025, has delivered a notice asserting default and demanding repayment, and may pursue remedies under the note. The company states it is evaluating this notice and its rights and obligations, so future disclosures will clarify how the asserted default is resolved and how the capital structure evolves after these exchanges.

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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): December 1, 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 1.01 Entry into a Material Definitive Agreement.

On December 2, 2025, Helio Corporation (the “Company”) entered into an Exchange Agreement with each of Gregory T. Delory, the Company’s Chief Executive Officer and the Chairman of the Board of Directors (“Delory Exchange Agreement”), and Paul S. Turin, the Company’s Chief Engineer and a member of the Compay’s Board of Directors (“Turin Exchange Agreement” and collectively, the “Exchange Agreements”).

Pursuant to Delory Exchange Agreement, promissory notes held by Mr. Delory in the aggregate outstanding amount of $315,188.36, consisting of an aggregate principal amount of $288,280.53 and $26,907.83 in accrued and payable interest were cancelled in exchange for an aggregate of 2,204,561 shares of common stock.

Pursuant to Turin Exchange Agreement, promissory notes held by Mr. Turin in the aggregate outstanding amount of $742,576.73, consisting of an aggregate principal amount of $680,773.00 and $61,803.73 in accrued and payable interest were cancelled in exchange for an aggregate of 5,193,898 shares of common stock.

The number of shares issued to Mr. Delory and Mr. Turin under the Exchange Agreements was calculated using a conversion price of $0.142971, which represents the volume-weighted average price (VWAP) of the Company’s common stock for the twenty (20) Trading Days preceding the date of the Exchange Agreements, as reported by OTC Markets Group.

Copies of the Delory Exchange Agreement and Turin Exchange Agreement are filed as Exhibits 10.1 and 10.2, respectively, to this Current Report on Form 8-K and are incorporated by reference herein.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement.

On December 2, 2025, the Company issued two zero-interest, on-demand promissory notes, each dated December 2, 2025 (the “Notes”), one in the principal amount of $25,404.00 to Gregory T. Delory and the other in the principal amount of $15,773.00 to Paul S. Turin. The Notes evidence past advances previously made by Mr. Delory and Mr. Turin to the Company and do not represent new borrowings. The Notes were included in debt cancelled under the Exchange Agreements disclosed in Item 1.01 of this Current Report on Form 8-K. .

Copies of the Mr. Delory’s Note and Mr. Turin’s are filed as Exhibits 10.3 and 10.4, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.

On December 1, 2025, the Company received a notice from a noteholder asserting that such holder’s Amended and Restated Secured Promissory Note, dated October 15, 2024, in the principal amount of $250,000 bearing interest at a rate of 9.75% per annum (the “Secured Note”)is in default due to the Company’s failure to repay the outstanding amount of within grace period of the Secured Note’s November 5, 2025 maturity date. The notice states that the noteholder is demanding repayment and that the noteholder may elect to exercise remedies available to the noteholder under the Note. The Company is evaluating the notice and its rights and obligations thereunder.

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Item 3.02 Unregistered Sales of Equity Securities.

On December 2, 2025, the Company issued an aggregate of 7,398,459 shares of Common Stock to Mr. Delory and Mr. Turin in reliance on Section 3(a)(9) of the Securities Act of 1933, as amended (the “Securities Act”). No commissions or other remuneration were paid in connection with the exchange. The shares have not been registered under the Securities Act and constitute “restricted” and “control” securities under Rule 144 promulgated under the Securities Act.

The disclosure included under Item 1.01 of this Current Report on Form 8-K is incorporated by reference herein.

Item 5.02 Departure of Directors or Certain Officers; Appointment of Certain Officers; Compensatory Arrangements.

The exchange transactions described under Item 1.01 and Item 3.02 of this Current Report on Form 8-K constitute related-person transactions. The sole independent director approved the terms of Exchange Agreements and determined that the transactions are fair to the Company.

The disclosures in Item 1.01, Item 2.03 (pertaining to the Notes issued to Mr. Delory and Mr. Turin only) and Item 3.02 of this Form 8-K are incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
10.1		Exchange Agreement, dated December 2, 2025, between Helio Corporation and Gregory T. Delory
10.2		Exchange Agreement, dated December 2, 2025, between Helio Corporation and Paul S. Turin
10.3		Promissory Note, dated December 2, 2025, issued to Gregory T. Delory
10.4		Promissory Note, dated December 2, 2025, issued to Paul S. Turin
99.1		Press Release
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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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: December 4, 2025	By:	/s/ Gregory T. Delory
	Name:	Gregory T. Delory
	Title:	Chief Executive Officer

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FAQ

What transaction did Helio Corporation (HLEO) announce with its CEO and Chief Engineer?

Helio Corporation entered into exchange agreements under which promissory notes held by CEO Gregory Delory and Chief Engineer Paul Turin were cancelled in return for 2,204,561 and 5,193,898 common shares, respectively.

How much insider debt did Helio Corporation convert into equity?

The company cancelled notes held by Gregory Delory totaling $315,188.36 and by Paul Turin totaling $742,576.73, including principal and accrued interest, in exchange for newly issued common stock.

What was the share price used for Helio Corporations debt-for-equity exchange?

The number of shares issued was based on a conversion price of $0.142971 per share, equal to the 20-day volume-weighted average price of Helios common stock before December 2, 2025.

How many new Helio Corporation shares were issued in the exchange?

On December 2, 2025, Helio Corporation issued an aggregate of 7,398,459 shares of common stock to Gregory Delory and Paul Turin in connection with the exchange agreements.

Was Helio Corporations share issuance registered with the SEC?

No. The 7,398,459 shares issued to Gregory Delory and Paul Turin were unregistered, relying on Section 3(a)(9) of the Securities Act, and are characterized as restricted and control securities under Rule 144.

What is the status of Helio Corporations $250,000 secured promissory note?

On December 1, 2025, Helio received a notice from the holder of a $250,000 secured note asserting default because the company did not repay the outstanding amount within the grace period after the November 5, 2025 maturity; the holder demanded repayment and may exercise remedies, and Helio is evaluating the notice.

How were Helio Corporations related-party exchanges approved?

The company states that its sole independent director approved the terms of the exchange agreements with Gregory Delory and Paul Turin and determined that these related-person transactions are fair to the company.