Every 8-K that HELIO CORPORATION (HLEO) has filed with the SEC in the last 24 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.
A 8-K covers material events a company has to report between its quarterly reports, so if you follow HLEO and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full HLEO filings page.
Helio Corporation, a Florida corporation, implemented a one-for-five (1-for-5) reverse stock split of its issued and outstanding common stock. This change was effected through Articles of Amendment to its Articles of Incorporation filed with the Florida Secretary of State and 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 issued and outstanding common stock were automatically combined into one share, with no action required from shareholders. The amendment modified Article IV of the company’s Articles of Incorporation, and a copy of the amendment is included as an exhibit.
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.
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.
Helio Corporation entered into a binding settlement agreement with Sean Wolf to resolve an aggregate outstanding obligation of $879,163 under two 9.75% promissory notes issued in October 2024. The debt will be repaid primarily from net proceeds of Wolf’s sales of Helio common stock under agreed leak-out terms.
Wolf may sell up to 4,000 shares per trading day, or 12% of that day’s trading volume if higher, with no single block over 2,000 shares without Helio’s consent. After an uplisting to NASDAQ or NYSE, or on July 5, 2026, the daily cap rises to 25% of trading volume. Helio will remove legends on 225,000 shares, support a Rule 144 opinion for 275,000 additional shares, and help secure an acceptable brokerage; failure to secure a broker within seven business days if Fidelity declines would render the settlement void.
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.
Helio Corporation entered into a Securities Purchase Agreement with an investor to sell 1,000 shares of Series B Convertible Preferred Stock for $931,500. Each preferred share has a stated value of $931.50 and is initially convertible into common stock at a $931.50 conversion price, subject to adjustment.
The Series B Preferred Stock carries a liquidation preference equal to 100% of its stated value, pays no cash dividends, and may be redeemed by the company at the stated value. Conversion is limited by a 4.99% beneficial ownership cap, and holders have no voting rights other than as required by law or for adverse amendments.
The investor’s sales of the underlying common stock are subject to a leak-out provision that ties daily sales to a percentage of trading volume. The Board also designated 1,000 authorized preferred shares as Series B Convertible Preferred Stock via a Certificate of Designations, which becomes effective upon filing with the Florida Department of State.
Helio Corporation reported that its Board dismissed Astra Audit & Advisory, LLC as its independent registered public accounting firm effective February 21, 2026, and engaged Hacker, Johnson & Smith PA to audit its financial statements for the fiscal year ending October 31, 2026.
Astra’s audit reports for the years ended October 31, 2025 and 2024 contained no adverse or qualified opinions, but did include explanatory paragraphs expressing substantial doubt about Helio’s ability to continue as a going concern. The company states there were no disagreements or reportable events with Astra during this period.
The new auditor, a PCAOB-registered firm, will also review Helio’s interim financial statements for fiscal 2026. In a related press release, Helio links this engagement to preparations for a planned uplisting to the NYSE and to strengthening its financial reporting and governance framework.
Helio Corporation reported that on February 7, 2026 it received default and demand-for-payment notices from holders of certain promissory notes, each alleging default and seeking immediate repayment of principal plus accrued interest, with potential legal action if amounts are not paid within 15 days. The company is evaluating these notices and discussing them with the noteholders, and states it cannot predict the outcome.
Separately, Helio highlighted continued progress under its Phase II NASA Small Business Innovation Research program to commercialize its QuasiStatic Release Mechanism, including extensive upcoming testing. It also appointed Oliver Fildes as Lead Systems Engineer for its space-based solar power program and commented on growing global momentum behind space-based solar power as a future energy infrastructure.
Helio Corporation announced the appointment of three new independent directors to its Board. On January 21, 2026, the Board named Vikas “Vik” Parti as a director and Chairman of Intellectual Property. On January 26, 2026, Mario Martinez and Bruce T. Campbell were appointed as directors.
Martinez was named Chairman of the Audit Committee and qualifies as an “audit committee financial expert,” while Campbell was named Chairman of the Compensation Committee. Each director will receive annual equity compensation valued at $100,000, issued as quarterly restricted stock awards of $25,000 beginning January 30, 2026, and will serve until the 2026 annual meeting, with indemnification and expense reimbursement rights.
Helio Corporation appointed Mark Knauf as its new Chief Financial Officer effective January 19, 2026. Knauf is a 61-year-old Certified Public Accountant with more than 32 years of experience in business and tax accounting and economic consulting, including prior service as a CFO and long tenure leading his own accounting firm.
Under a new Executive Employment Agreement, he will serve an initial one-year term with automatic one-year renewals. His compensation includes up to 100,000 shares of Helio common stock over one year, vesting in quarterly installments of 25,000 shares beginning January 20, 2026, as restricted stock valued using the 30-day moving average trading price before each grant. He is eligible for a $120,000 annual base salary, or $10,000 per month, but cash salary becomes payable only after Helio raises at least $10.0 million in aggregate gross proceeds. The agreement provides three months of salary and benefits as severance for certain terminations and includes standard confidentiality and arbitration terms.
Helio Corporation entered into two Securities Purchase Agreements with accredited investors on January 12 and 14, 2026, issuing convertible promissory notes with a total original principal of $330,000 for an aggregate purchase price of $300,000, reflecting a $30,000 original issue discount. The company received approximately $133,000 in net cash proceeds from each transaction and plans to use the funds for general corporate and working capital purposes.
Each 12‑month Note carries a one‑time 10% interest charge, with higher default interest rates and investor conversion rights into common stock at formula‑based discounts to recent trading prices, capped at $0.50 per share. One Note includes required amortization payments starting in July 2026, and the January 14 investor also received 75,000 commitment shares and a five‑year warrant to purchase up to 330,000 shares at $0.50 per share, adding potential future equity dilution.
Helio Corporation appointed Edward Cabrera as Chief Executive Officer and Chairman of the Board, effective January 5, 2026, replacing Gregory T. Delory, who became Chief Technology Officer and remains a director. In connection with his appointment, Helio entered into a one-year Executive Employment Agreement with automatic one-year renewals. Under this agreement, the company issued Mr. Cabrera 3,000,000 shares of common stock as compensation, set his annual base salary at $1 unless changed by the Board, and committed to take actions necessary to allow him to maintain at least 10% beneficial ownership of the company’s outstanding common stock while it is traded on the OTC Markets.
The agreement also grants Mr. Cabrera the right to serve as Chairman of the Board and to appoint three of seven board members, subject to independence requirements. If his employment is terminated by the company without cause or in certain other circumstances, he is entitled to two years of continued salary and benefits. Separately, Helio issued 1,250,000 shares of common stock to its Manager of Investor Relations, Edward W. Cabrera, as compensation under an employment agreement approved by the Board; he is the son of the new CEO, and this related-party arrangement is disclosed.
Helio Corporation entered into new financing agreements with two institutional investors on December 19, 2025. The company issued two unsecured bridge promissory notes with principal of $65,205 each and one unsecured convertible promissory note with principal of $127,010. The bridge notes were sold for $56,700 each, include an original issue discount and a one-time 12% interest charge, and must be repaid in five payments between June 15, 2026 and October 15, 2026, totaling $73,029 per note. The convertible note was sold for $120,960, bears 12% annual interest, and matures on December 15, 2026. Beginning 180 days after issuance, amounts outstanding under the convertible note, and under the bridge notes after certain defaults, can be converted at the holder’s option into common stock at 65% of the lowest trading price over the prior ten trading days, subject to a 4.99% beneficial ownership cap and stock exchange rules.
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.
Helio Corporation reported that holders of two secured promissory notes have asserted an event of default after the Company did not repay them at maturity. The notes, dated October 15, 2024 for $400,000 and October 16, 2024 for $500,000, each bear interest at 9.75% per annum and reached their maturity date on November 5, 2025.
The holders’ counsel sent an email on November 20, 2025 stating that the nonpayment constitutes a default and treating the email as a notice of default. Each note, however, provides for written notice and a 15‑day contractual cure period before a declared default becomes effective, and Helio is reviewing these provisions and its rights under the notes.
Helio has engaged a financial and strategic advisor to help evaluate its capital structure and alternatives regarding its outstanding indebtedness. The Company is in discussions with noteholders and has received preliminary indications of interest on potential transaction structures, but there are currently no agreements in place and there is no assurance any transaction will occur.
Helio Corporation reported a change in its finance leadership. On September 21, 2025, Erick Frim, a partner at CFO Squad LLC who had been serving as the company’s interim Chief Financial Officer and as its principal financial and accounting officer, ceased serving in those roles. The company stated that his departure was not due to any disagreement regarding its operations, policies, or practices.
Following Mr. Frim’s departure, Chief Executive Officer Gregory Delory assumed the duties of principal financial and accounting officer in addition to his CEO role, consolidating top executive and finance responsibilities under one individual.