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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.
Helio Corporation (HLEO) reported interim financials showing strained liquidity and continued operating losses. Cash on hand was $43,933 at period end compared with $333,531 previously. Accounts receivable declined to $601,333 from $1,390,202. The company reports multiple short-term and longer-term promissory notes totaling material balances (examples include $1,831,731 and $1,163,280 in various notes payable balances) bearing interest between 6.5% and 13% and many with amended maturities in 2025–2028. Operating loss increased to $(2,687,909) for the nine months ended July 31, 2025 (vs $(1,314,240) prior period). The company recognized significant accrued interest and disclosed related-party notes and stock pledge agreements as collateral for certain loans. Revenue mix is heavily government-contracted: 94% of three-month revenue and 70% of nine-month revenue were from government sources.