Helio Corporation (HLEO) plans reverse stock split to support exchange uplisting

Rhea-AI Filing Summary

Helio Corporation reports that majority shareholders have approved a reverse stock split of its common stock by written consent. Holders of 16,331,019 shares, representing approximately 64.44% of the 25,342,454 shares outstanding as of May 11, 2026, authorized an amendment to the Articles of Incorporation.

The reverse stock split will be at a ratio between 1.25-for-1 and 5-for-1, with the exact ratio and timing to be set by the Board of Directors within 12 months of the consent date. The board views the split as in the company’s and shareholders’ best interests to support a proposed uplisting to a national securities exchange and an underwritten public offering by helping the share price meet the $4.00 minimum bid requirement of Nasdaq and the New York Stock Exchange.

Insights

Capital markets and corporate actions analyst

Helio sets flexible reverse split to pursue an exchange uplisting.

Helio Corporation obtained written consent from majority holders to implement a reverse stock split between 1.25-for-1 and 5-for-1. The board can choose the ratio and timing within 12 months, giving discretion to align with market conditions and an underwritten offering.

The stated goal is to meet the $4.00 minimum bid price required for initial listing on Nasdaq or the New York Stock Exchange in connection with a contemplated uplisting. Actual impact on trading liquidity, valuation, and investor base will depend on the final split ratio, market reception, and execution of the planned public offering.

8-K Event Classification

Item 5.07 — Submission of Matters to a Vote of Security Holders

1 item

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Key Figures

Shares approving consent: 16,331,019 shares Outstanding common shares: 25,342,454 shares Approval ownership percentage: 64.44% +5 more

8 metrics

Shares approving consent 16,331,019 shares Common stock giving written consent on May 11, 2026

Outstanding common shares 25,342,454 shares Common stock issued and outstanding as of May 11, 2026

Approval ownership percentage 64.44% Portion of outstanding common stock represented by consenting holders

Reverse split ratio range 1.25-for-1 to 5-for-1 Board-authorized reverse stock split range

Minimum bid price target $4.00 per share Initial listing requirement for Nasdaq and NYSE

Implementation window 12 months Period after May 11, 2026 for board to effect the split

Gregory Delory holdings 5,600,780 shares (22.10%) Common stock ownership cited in written consent

Paul Turin holdings 7,730,329 shares (30.50%) Common stock ownership cited in written consent

Key Terms

reverse stock split, Written Consent, Section 607.0704 of the Florida Business Corporation Act, Schedule 14C, +2 more

6 terms

reverse stock split financial

"approved and authorized an amendment ... to effect a reverse stock split of the Company’s issued and outstanding Common Stock"

A reverse stock split is when a company reduces the number of its shares outstanding, making each share more valuable. For example, if you own 100 shares worth $1 each, a 1-for-10 reverse split would turn your 100 shares into 10 shares worth $10 each. Companies often do this to boost their stock price and appear more stable to investors.

Written Consent regulatory

"received the written consent (the “Written Consent”) of holders of record of an aggregate of 16,331,019 shares"

A written consent is a formal, signed document in which shareholders or directors approve a corporate action without holding a live meeting, similar to signing a petition instead of gathering in person. It matters to investors because it can speed decisions, create a clear legal record of approval, and affect control or governance outcomes — for example enabling changes that would otherwise require a vote at a meeting.

Section 607.0704 of the Florida Business Corporation Act regulatory

"acting in lieu of a special meeting pursuant to Section 607.0704 of the Florida Business Corporation Act"

Schedule 14C regulatory

"coordinating effectiveness with (i) the applicable Schedule 14C notice period under Regulation 14C of the Securities Exchange Act"

Schedule 14C is an SEC filing that companies use to send an official information statement to shareholders when they are not asking for proxy votes. It lays out key facts about corporate actions—such as reorganizations, related-party transactions, or changes in governance—so investors can understand what’s happening without being asked to vote, like receiving a detailed neighborhood notice about a rule change rather than a petition. Because it provides formal, regulated disclosure, Schedule 14C helps investors verify claims, weigh potential impacts on ownership or value, and hold management accountable.

FINRA corporate action processing regulatory

"coordinating effectiveness with ... (ii) FINRA corporate action processing, and (iii) the Company’s transfer agent"

underwritten public offering financial

"the Reverse Stock Split is intended to bring the Company’s share price into compliance ... in connection with a contemplated underwritten public offering"

An underwritten public offering is when a company sells new shares of its stock to the public with the help of a financial firm, called an underwriter. The underwriter agrees to buy all the shares upfront, reducing the company's risk, and then sells them to investors. This process helps companies raise money quickly and confidently from a wide range of buyers.

Understanding 8-K Material Events →

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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): May 11, 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 5.07 Submission of Matters to a Vote of Security Holders.

On May 11, 2026, Helio Corporation (the “Company”) received the written consent (the “Written Consent”) of holders of record of an aggregate of 16,331,019 shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), representing approximately 64.44% of the 25,342,454 shares of Common Stock issued and outstanding as of such date, acting in lieu of a special meeting pursuant to Section 607.0704 of the Florida Business Corporation Act and the Company’s bylaws. The consenting shareholders are Gregory Delory (5,600,780 shares; 22.10%), Paul Turin (7,730,329 shares; 30.50%), and Edward Cabrera (3,000,000 shares; 11.84%).

By the Written Consent, the majority shareholders approved and authorized an amendment to the Company’s Articles of Incorporation to effect a reverse stock split of the Company’s issued and outstanding Common Stock (the “Reverse Stock Split”) at a ratio within the range of 1.25-for-1 to 5-for-1, with the exact ratio and timing to be determined by the Board of Directors (or a duly authorized committee thereof) in its sole discretion at any time within 12 months following the date of the Written Consent. Fractional shares resulting from the Reverse Stock Split will be addressed as determined by the officers of the Company, including by rounding up to the nearest whole share or payment of cash in lieu of fractional shares. The Board of Directors approved and recommended the Reverse Stock Split at a duly called meeting held on May 9, 2026. Upon determination of the exact ratio, the proper officers of the Company are authorized and directed to prepare, execute, and file Articles of Amendment to the Company’s Articles of Incorporation with the Florida Department of State, Division of Corporations, coordinating effectiveness with (i) the applicable Schedule 14C notice period under Regulation 14C of the Securities Exchange Act of 1934, as amended, (ii) FINRA corporate action processing, and (iii) the Company’s transfer agent.

The Board of Directors has determined that the Reverse Stock Split is advisable and in the best interests of the Company and its shareholders in order to support the Company’s proposed uplisting of its Common Stock to a national securities exchange. Both the Nasdaq Capital Market and the New York Stock Exchange impose a minimum bid price requirement of $4.00 per share for initial listing, and the Reverse Stock Split is intended to bring the Company’s share price into compliance with that threshold in connection with a contemplated underwritten public offering.

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 15, 2026	By:	/s/ Edward Cabrera
	Name:	Edward Cabrera
	Title:	Chief Executive Officer

2

FAQ

What reverse stock split did Helio Corporation (HLEO) approve?

Helio Corporation’s majority shareholders approved a reverse stock split of its common stock. The split will occur at a ratio between 1.25-for-1 and 5-for-1, with the exact ratio and timing chosen later by the Board of Directors.

How many Helio Corporation (HLEO) shares supported the reverse split?

Shareholders holding 16,331,019 Helio Corporation common shares approved the reverse split. This represents approximately 64.44% of the 25,342,454 shares of common stock issued and outstanding as of May 11, 2026.

Who are the major Helio Corporation (HLEO) shareholders giving consent?

The consenting shareholders are Gregory Delory with 5,600,780 shares, Paul Turin with 7,730,329 shares, and Edward Cabrera with 3,000,000 shares. Their combined holdings provided the written consent needed to approve the reverse stock split.

Why is Helio Corporation (HLEO) pursuing a reverse stock split?

Helio Corporation’s board determined the reverse split is advisable to support a proposed uplisting to a national securities exchange. It is intended to help the share price meet the $4.00 minimum bid requirement for initial listing and a contemplated underwritten public offering.

When can Helio Corporation (HLEO) implement the reverse stock split?

The Board of Directors may implement the reverse stock split at any time within 12 months following the May 11, 2026 written consent. After choosing a ratio, the company will file Articles of Amendment and coordinate effectiveness with regulatory and market processing.

How will Helio Corporation (HLEO) handle fractional shares in the split?

Fractional shares created by the reverse stock split will be handled as determined by company officers. Options include rounding holdings up to the nearest whole share or paying cash in lieu of fractional shares, according to the filing.

Filing Exhibits & Attachments

3 documents

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