Helio Corp (HLEO) CEO Gregory Delory converts notes to stock, reports 5.45M shares

Rhea-AI Filing Summary

Helio Corp (HLEO) CEO and President Gregory T. Delory reported several stock transactions involving company common shares. On December 2, 2025, he entered into an Exchange Agreement with Helio Corp in which certain outstanding promissory notes, including accrued interest, were exchanged for common stock at a conversion price of $0.142971, based on the 20-day volume-weighted average price immediately before the conversion date. This resulted in the acquisition of 2,204,561 common shares and increased his directly held beneficial ownership to 5,490,801 shares.

On December 4, 2025, Delory reported two separate dispositions of 20,000 shares each from his personal holdings to the holders of two different Helio Corp promissory notes. These transfers were made under the terms of the applicable notes and for no cash consideration, reducing his directly held beneficial ownership to 5,450,801 common shares. Delory is identified as a director, 10% owner, and officer of the company.

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

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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 CA 94121

(City) (State) (Zip)

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)
	CEO and President

3. Date of Earliest Transaction (Month/Day/Year)
12/02/2025

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

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

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

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	12/02/2025		M		2,204,561	A	(1)	5,490,801	D
Common Stock, no par value	12/04/2025		J		20,000	D	(2)	5,470,801	D
Common Stock, no par value	12/04/2025		J		20,000	D	(2)	5,450,801	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 December 2, 2025, the reporting person entered into an Exchange Agreement with the Issuer pursuant to which certain outstanding promissory notes (including accrued interest) were exchanged for common stock at a conversion price of $0.142971, representing the 20-day VWAP immediately preceding the conversion date.

2. The reported dispositions reflect transfers of shares by the Reporting Person from his personal holdings to the holders of two different promissory notes issued by the Issuer, with each transfer made pursuant to the terms of the applicable note. The transfers were made for no cash consideration.

	/s/ Gregory T. Delory	12/04/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transactions did Helio Corp (HLEO) report for Gregory T. Delory?

Helio Corp reported that Gregory T. Delory, its CEO, President, director, and 10% owner, acquired 2,204,561 common shares through a debt-for-equity exchange on December 2, 2025, and later transferred a total of 40,000 shares to noteholders on December 4, 2025 for no cash consideration.

How many Helio Corp (HLEO) shares does Gregory T. Delory beneficially own after these transactions?

After the reported acquisitions and subsequent transfers, Gregory T. Delory beneficially owns 5,450,801 shares of Helio Corp common stock, held directly.

What was the conversion price used in Helio Corp's exchange of promissory notes for stock?

The Exchange Agreement converted certain outstanding Helio Corp promissory notes, including accrued interest, into common stock at a price of $0.142971 per share, representing the 20-day volume-weighted average price immediately preceding the conversion date.

Why did Gregory T. Delory transfer Helio Corp (HLEO) shares on December 4, 2025?

The reported dispositions reflect transfers of 20,000 shares each, from Delory's personal holdings to the holders of two different Helio Corp promissory notes. These transfers were made pursuant to the terms of the applicable notes and involved no cash consideration.

What roles does Gregory T. Delory hold at Helio Corp (HLEO)?

Gregory T. Delory is identified as a director, a 10% owner, and an officer of Helio Corp, serving as CEO and President.

Did Helio Corp's insider transactions involve derivative securities?

The report includes a section for derivative securities, but no derivative securities transactions are listed in the provided excerpt. The detailed activity disclosed relates to common stock and an Exchange Agreement for promissory notes.