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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): July
20, 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 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On July 20, 2026, Helio Corporation, a Florida
corporation (the “Company”), filed Articles of Amendment to its Articles of Incorporation (the “Articles of
Amendment”) with the Secretary of State of the State of Florida to effect a one-for-five (1-for-5) reverse stock split of the
Company’s issued and outstanding shares of common stock (the “Reverse Stock Split”). The Articles of Amendment
amended Article IV of the Company’s Articles of Incorporation. Pursuant to its terms, the Articles of Amendment, and the Reverse
Stock Split effected thereby, became effective at 12:01 a.m. Eastern Time on July 20, 2026.
As a result of the Reverse Stock Split, every
five shares of the Company’s issued and outstanding common stock were automatically combined into one share of common stock, without
any action required on the part of the Company’s shareholders.
The foregoing description of the Articles of Amendment
does not purport to be complete and is qualified in its entirety by reference to the full text of the Articles of Amendment, a copy of
which is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.
| Item 9.01 |
Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit No. |
|
Description |
| 3.1 |
|
Articles of Amendment to the Articles of Incorporation of Helio Corporation, filed with the Secretary of State of the State of Florida, effective July 20, 2026 |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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: July 24, 2026 |
By: |
/s/ Edward Cabrera |
| |
Name: |
Edward Cabrera |
| |
Title: |
Chief Executive Officer |
