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  4. [8-K] Helio Corp /FL/ Reports Material Event

CTO converts $327,629 note into Helio (HLEO) common stock

Filing Impact
(High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Helio Corporation entered into an Exchange Agreement with its Chief Technology Officer, Gregory T. Delory, on April 22, 2026. Promissory notes held by Delory with an aggregate outstanding principal of $327,629 were cancelled in exchange for 149,979 shares of common stock, using a $2.1845 volume-weighted average price based on the prior twenty trading days.

On the same date, Helio issued a zero-interest, on-demand promissory note for $327,629 to Delory to document past advances, which was immediately included in the Exchange Agreement and cancelled concurrently with the share issuance obligation. On April 28, 2026, the 149,979 shares were issued to Delory in an unregistered transaction relying on Section 3(a)(9) of the Securities Act, with no commissions paid and the shares classified as restricted and control securities under Rule 144.

Positive

  • None.

Negative

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Insights

Helio converts insider debt to equity without new cash raised.

Helio Corporation cancelled $327,629 of promissory notes owed to CTO Gregory T. Delory by issuing 149,979 common shares at a VWAP-based conversion price of $2.1845. The note reflected past advances, so this formalizes existing funding rather than adding new borrowings.

This exchange reduces recorded debt and increases equity while concentrating more ownership with a key executive. Because the transaction is with an insider and relies on Section 3(a)(9) for an unregistered, no-commission exchange, subsequent filings may provide more context on any governance or dilution effects.

Item 1.01 Entry into a Material Definitive Agreement Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial
The company incurred a new significant debt or off-balance-sheet obligation.
Item 3.02 Unregistered Sales of Equity Securities Securities
The company sold equity securities in a private placement or other unregistered transaction.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Debt exchanged $327,629 Aggregate principal of promissory notes cancelled under Exchange Agreement
Shares issued 149,979 shares Common stock issued to CTO Gregory T. Delory in exchange
Conversion price $2.1845 per share VWAP of common stock over prior 20 trading days
Note interest rate 0% Zero-interest, on-demand promissory note issued then cancelled
Securities Act exemption Section 3(a)(9) Basis for unregistered issuance of 149,979 shares on April 28, 2026
Exchange Agreement financial
"entered into an Exchange Agreement with Gregory T. Delory"
volume-weighted average price financial
"using a conversion price of $2.1845, which represents the volume-weighted average price"
Volume-weighted average price (VWAP) is the average price of a stock over a specific time period where each trade is weighted by the number of shares traded, so larger trades influence the average more than small ones. Investors and traders use VWAP as a reference point to judge whether trades are happening at relatively good or poor prices—like checking the average price paid for an item at a market where bulk purchases count more than single-item buys.
Section 3(a)(9) regulatory
"in reliance on Section 3(a)(9) of the Securities Act of 1933"
Section 3(a)(9) is a provision of U.S. securities law that exempts certain exchanges of an issuer’s own securities with its existing holders from the usual public registration rules, typically when the swap doesn’t involve a public offering or outside buyers. For investors, it matters because such exchanges can change who holds what, affect dilution and liquidity, and may occur with less public disclosure than a registered sale — think of it like swapping old coupons for new ones behind the scenes rather than selling them in a public marketplace.
restricted regulatory
"The shares have not been registered under the Securities Act and constitute “restricted”"
control securities regulatory
"and constitute “restricted” and “control” securities under Rule 144"
Rule 144 regulatory
"control” securities under Rule 144 promulgated under the Securities Act"
Rule 144 is a U.S. securities regulation that sets conditions under which restricted or insider-held shares can be legally resold to the public, such as required holding periods, availability of public information, limits on how much can be sold at once, and certain filing requirements. For investors it matters because it determines when previously locked-up shares can enter the market — like a release valve that can increase supply, affect share price, and signal insider intent.
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): April 22, 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 1.01 Entry into a Material Definitive Agreement.

 

On April 22, 2026, Helio Corporation (the “Company”) entered into an Exchange Agreement with Gregory T. Delory, the Company’s Chief Technology Officer (the “Delory Exchange Agreement”).

 

Pursuant to Delory Exchange Agreement, promissory notes held by Delory in the aggregate outstanding amount of $327,629, consisting of an aggregate principal amount of $327,629 and $0 in accrued and payable interest were cancelled in exchange for the issuance of an aggregate of 149,979 shares of common stock.

  

The number of shares to be issued under the Exchange Agreement was calculated using a conversion price of $2.1845, which represents the volume-weighted average price (VWAP) of the Company’s common stock for the preceding twenty (20) Trading Days, as reported by OTC Markets Group.

 

A copy of the Delory Exchange Agreement is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference herein.

 

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

 

On April 22, 2026, the Company issued a zero-interest, on-demand promissory note (the “Note”), in the principal amount of $327,629 to Gregory T. Delory. The Note represents past advances previously made by the holder and does not represent new borrowings. The Note was immediately included in the Exchange Agreement described in Item 1.01 of this Current Report on Form 8-K and was cancelled concurrently with the issuance thereunder.

 

A copy of the Note is filed as Exhibit 10.2 to this Current Report on Form 8-K and is incorporated herein by reference.

 

Item 3.02 Unregistered Sales of Equity Securities.

 

On April 28, 2026, the Company issued 149,979 shares of Common Stock to Mr. Delory 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 9.01 Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit No.   Description
10.1   Exchange Agreement, dated April 22, 2026, between Helio Corporation and Gregory T. Delory  
10.2   Promissory Note dated April 22, 2026 issued to Gregory T. Delory
104   Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

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: April 28, 2026 By: /s/ Edward Cabrera
  Name: Edward Cabrera
  Title: Chief Executive Officer

 

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Source: View Original Filing on SEC EDGAR

FAQ

What agreement did Helio Corporation (HLEO) enter with its CTO?

Helio entered an Exchange Agreement with CTO Gregory T. Delory on April 22, 2026. It cancelled $327,629 of promissory notes in return for issuing 149,979 shares of common stock, based on a specified volume-weighted average price.

How many Helio (HLEO) shares were issued to Gregory T. Delory?

Helio issued 149,979 shares of common stock to CTO Gregory T. Delory. The exchange converted $327,629 of outstanding promissory notes into equity, using a conversion price of $2.1845 per share derived from a 20-day VWAP.

What was the conversion price used in Helio’s debt-for-equity exchange?

The conversion price was $2.1845 per share. This price reflects the volume-weighted average price of Helio’s common stock over the preceding twenty trading days, as reported by OTC Markets Group, and determined how many shares were issued for the $327,629 of notes.

How was the Helio (HLEO) share issuance to the CTO registered?

The 149,979 Helio shares were issued in reliance on Section 3(a)(9) of the Securities Act. The exchange involved an existing security holder, carried no commissions or other remuneration, and resulted in shares that are restricted and control securities under Rule 144.

Did Helio Corporation incur new debt in this 8-K transaction?

Helio issued a zero-interest, on-demand promissory note for $327,629 to CTO Gregory T. Delory on April 22, 2026. The note represented past advances, not new borrowings, and was immediately included in the Exchange Agreement and cancelled in connection with the share issuance.

Filing Exhibits & Attachments

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