Helio Corp. Files Material Definitive Agreement 8-K

Ticker: HLEO · Form: 8-K · Filed: Aug 26, 2025 · CIK: 1953988

Sentiment: neutral

Topics: material-agreement, corporate-action

TL;DR

Helio Corp. just filed a material definitive agreement - big news incoming.

AI Summary

On July 2, 2025, Helio Corp. entered into a material definitive agreement, likely related to financing or operations, as indicated by the filing of an 8-K. The company, formerly known as WEB3 Corp and Stirling Bridge Group Inc., is incorporated in Florida and headquartered in Berkeley, California.

Why It Matters

This filing signals a significant development for Helio Corp., potentially impacting its financial obligations or operational structure.

Risk Assessment

Risk Level: medium — Material definitive agreements can introduce new financial obligations or strategic shifts that carry inherent risks.

Key Players & Entities

FAQ

What is the nature of the material definitive agreement entered into by Helio Corp. on July 2, 2025?

The filing indicates an 'Entry into a Material Definitive Agreement' and 'Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement,' but the specific details of the agreement are not provided in the excerpt.

When was Helio Corp. formerly known as WEB3 Corp and Stirling Bridge Group Inc.?

Helio Corp. was formerly known as WEB3 Corp as of June 21, 2023, and Stirling Bridge Group Inc. as of November 9, 2022.

Where is Helio Corp. headquartered?

Helio Corp. is headquartered at 2448 Sixth Street, Berkeley, California 94710.

What is Helio Corp.'s state of incorporation and fiscal year end?

Helio Corp. is incorporated in Florida and its fiscal year ends on October 31.

What is the SIC code for Helio Corp.?

Helio Corp.'s Standard Industrial Classification (SIC) code is 3760, which pertains to Guided Missiles & Space Vehicles & Parts.

Filing Stats: 811 words · 3 min read · ~3 pages · Grade level 11.6 · Accepted 2025-08-26 10:51:40

Key Financial Figures

Filing Documents

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement. On July 2, 2025, Helio Corporation (the "Company") entered into separate Stockholder Pledge Agreements (the "Pledge Agreements") with Joseph Pitman, the Company's former director and executive officer, and Paul Turin, the Company's current director and Chief Operating Officer (together, the "Pledgors"), and with Blackwolf Venture Group LLC and Sean Wolf (collectively, the "Secured Party"), to secure the Company's obligations under two outstanding promissory notes previously issued to the Secured Party in the aggregate principal amount of $900,000 (the "Notes"). Pursuant to the Pledge Agreements, each Pledgor pledged 1,000,000 shares of the Company's common stock as collateral. The Pledge Agreements require the pledged shares to maintain a collateral coverage ratio equal to 400% of the outstanding principal amount of the Notes, based on a $4.00 per share valuation. If the Secured Party delivers a collateral call notice due to a decline in the value of the pledged shares or a dilution event, the Pledgors or the Company are required to provide additional shares. Failure to do so may constitute an event of default under the Notes. The Pledge Agreements recite that the Company failed to make an interest payment on the Notes, which constituted an event of default. The Company disagrees with this recital. Under the Notes, interest payments are due within fifteen (15) days after the end of each fiscal quarter. The Company made its interest payment for the quarter ended June 30, 2025 on July 3, 2025, within the required time frame. The Company believes that this inaccuracy in the recitals of the Pledge Agreements is material. The foregoing description of the Pledge Agreements does not purport to be complete and is qualified in its entirety by reference to the full text of the agreements, which are filed as exhibits to this Current Report on Form 8-K and incorporated herein by reference.

04. Triggering Events That Accelerate or Increase a Direct

Item 2.04. Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement. As noted under Item 1.01 above, the Pledge Agreements recite that the Company failed to make an interest payment on the Notes, which constituted an event of default. The Company disagrees with this recital. Under the Notes, interest payments are due within fifteen (15) days after the end of each fiscal quarter. The Company made its interest payment for the quarter ended June 30, 2025 on July 3, 2025, within the required time frame. The Company believes that this inaccuracy in the recitals of the Pledge Agreements is material.

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 10.1 Stockholder Pledge Agreement, dated July 2, 2025, by and among Joseph Pitman, as the Pledgor, Helio Corporation, Blackwolf Venture Group LLC, Sean Wolf, and each Pledgor 10.2 Stockholder Pledge Agreement, dated July 2, 2025, by and among Paul Turin, as the Pledgor, Helio Corporation, Blackwolf Venture Group LLC, Sean Wolf, and each Pledgor 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 1

SIGNATURES

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: August 26, 2025 By: /s/ Gregory T. Delory Name: Gregory T. Delory Title: Chief Executive Officer 2

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