Helio Corp (HLEO) CTO converts promissory notes into 149,979 shares

Rhea-AI Filing Summary

Helio Corp Chief Technology Officer and 10% owner Gregory Townsend acquired 149,979 shares of common stock through a conversion transaction. The shares were issued under an Exchange Agreement in which certain outstanding promissory notes, including accrued interest, were exchanged for common stock at a conversion price of $2.1845 per share, representing the 20-day VWAP immediately before the conversion date. Following this transaction, Townsend directly held 5,600,780 shares of Helio Corp common stock.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Delory Gregory Townsend

Role Chief Technology Officer

Type	Security	Shares	Price	Value
Exercise	Common Stock, no par value	149,979	$0.00	--

Holdings After Transaction: Common Stock, no par value — 5,600,780 shares (Direct, null)

Footnotes (1)

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Key Figures

Shares acquired: 149,979 shares Conversion price: $2.1845 per share Post-transaction holdings: 5,600,780 shares

3 metrics

Shares acquired 149,979 shares Common stock issued on April 28, 2026 via exchange

Conversion price $2.1845 per share 20-day VWAP immediately preceding conversion date

Post-transaction holdings 5,600,780 shares Total common shares directly held after transaction

Key Terms

Exchange Agreement, promissory notes, conversion price, 20-day VWAP

4 terms

Exchange Agreement financial

"shares were issued to the reporting person pursuant to an Exchange Agreement with the Issuer"

promissory notes financial

"outstanding promissory notes (including accrued interest) were exchanged for common stock"

A promissory note is a written IOU in which a borrower promises to repay a specific amount to a lender, usually with stated interest and by a set date. Investors care because these notes are a formal debt claim—like holding a scheduled payment stream—so they affect a company’s borrowing costs, cash flow and credit risk; notes can be bought, sold or used as collateral, which influences liquidity and recoveries if things go wrong.

conversion price financial

"exchanged for common stock at a conversion price of $2.1845"

The conversion price is the fixed price at which a convertible security, like a bond or preferred stock, can be exchanged for shares of common stock. It acts like a set rate that determines how many shares an investor can receive if they choose to convert their investment. This helps investors understand the value and potential benefits of converting their securities into company shares.

20-day VWAP financial

"conversion price of $2.1845, representing the 20-day VWAP immediately preceding the conversion date"

20-day VWAP is the average price a stock traded at over the past 20 trading days, where each day's price is weighted by the number of shares traded so that busier days matter more than quiet ones. Investors use it as a reference point to tell whether the current price is high or low relative to recent market activity and to assess trading trends or likely execution costs—like comparing today’s price to what most buyers actually paid over the last month.

Form 4 Insider Transactions: What Each Field Means →

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Delory Gregory Townsend

(Last) (First) (Middle)

319 17TH AVE

(Street)

SAN FRANCISCO CALIFORNIA 94121

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
Helio Corp /FL/ [ HLEO ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Technology Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
04/28/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock, no par value	04/28/2026		M		149,979	A	(1)	5,600,780	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. On April 28, 2026, shares were issued to the reporting person pursuant to an Exchange Agreement with the Issuer in which certain outstanding promissory notes (including accrued interest) were exchanged for common stock at a conversion price of $2.1845, representing the 20-day VWAP immediately preceding the conversion date.

	/s/ Gregory T. Delory	04/30/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

FAQ

What insider transaction did Helio Corp (HLEO) report for Gregory Townsend?

Helio Corp reported that CTO and 10% owner Gregory Townsend acquired 149,979 common shares. The shares were issued in exchange for outstanding promissory notes, including accrued interest, rather than through an open-market purchase, under an Exchange Agreement with the company.

At what price were Helio Corp (HLEO) shares issued in the April 28, 2026 exchange?

The common shares were issued at a conversion price of $2.1845 per share. This price reflected the 20-day volume-weighted average price (VWAP) of Helio Corp stock immediately preceding the April 28, 2026 conversion date, as specified in the Exchange Agreement.

How many Helio Corp (HLEO) shares does Gregory Townsend hold after this Form 4 transaction?

After the reported transaction, Gregory Townsend directly holds 5,600,780 Helio Corp common shares. This total includes the 149,979 shares issued on April 28, 2026 in exchange for outstanding promissory notes under the company’s Exchange Agreement.

Was the Helio Corp (HLEO) insider transaction an open-market buy or a conversion?

The transaction was a conversion, not an open-market buy. Certain outstanding promissory notes, including accrued interest, were exchanged for 149,979 common shares at a set conversion price, pursuant to an Exchange Agreement with Helio Corp.

What agreement governed the Helio Corp (HLEO) insider share issuance reported on April 28, 2026?

The share issuance was governed by an Exchange Agreement between Helio Corp and Gregory Townsend. Under this agreement, certain outstanding promissory notes and accrued interest were converted into common stock at a 20-day VWAP-based price of $2.1845 per share.