Helio Corp. Files 8-K: Material Agreement, Equity Sales

TL;DR

Helio Corp. dropped an 8-K: new debt/agreement, sold stock. Watch this.

AI Summary

On August 26, 2025, Helio Corp. entered into a material definitive agreement, likely related to a direct financial obligation or an off-balance sheet arrangement. The company also reported unregistered sales of equity securities. This 8-K filing includes financial statements and exhibits.

Why It Matters

This filing indicates significant corporate actions by Helio Corp., including new financial obligations and equity transactions, which could impact its financial structure and shareholder value.

Risk Assessment

Risk Level: medium — The filing details material definitive agreements and unregistered equity sales, which can introduce financial risks and dilution concerns.

Key Players & Entities

• Helio Corp. (company) — Registrant
• August 26, 2025 (date) — Date of earliest event reported
• Florida (jurisdiction) — State of incorporation
• WEB3 Corp (company) — Former company name
• Stirling Bridge Group Inc (company) — Former company name

FAQ

Key Financial Figures

• $275,000 — ") in the aggregate principal amount of $275,000, for a purchase price of $250,000, refl
• $250,000 — nt of $275,000, for a purchase price of $250,000, reflecting an original issue discount
• $25,000 — eflecting an original issue discount of $25,000. The Note bears interest at 10% per ann
• $200,000 — the sale of the Note were approximately $200,000, after deducting legal and placement ag

Filing Documents

• ea0255610-8k_helio.htm (8-K) — 26KB
• ea025561001ex10-1_helio.htm (EX-10.1) — 155KB
• ea025561001ex10-2_helio.htm (EX-10.2) — 111KB
• 0001213900-25-083484.txt ( ) — 529KB
• hleo-20250826.xsd (EX-101.SCH) — 3KB
• hleo-20250826_lab.xml (EX-101.LAB) — 33KB
• hleo-20250826_pre.xml (EX-101.PRE) — 22KB
• ea0255610-8k_helio_htm.xml (XML) — 3KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. On August 26, 2025, Helio Corporation (the "Company") entered into a Securities Purchase Agreement (the "Purchase Agreement") with an accredited investor (the "Buyer"). Pursuant to the Purchase Agreement, the Company issued a promissory note (the "Note") in the aggregate principal amount of $275,000, for a purchase price of $250,000, reflecting an original issue discount of $25,000. The Note bears interest at 10% per annum and matures 12 months from the issue date. In addition, the Company issued 25,000 unregistered shares of its common stock, nil par value (the "Commitment Shares"), to the Buyer as additional consideration. The net proceeds from the sale of the Note were approximately $200,000, after deducting legal and placement agent fees. The Company intends to use the net proceeds for general corporate and working capital purposes. The Note is convertible, upon certain events of default or missed payments, into shares of the Company's common stock at a price equal to 90% of the lowest closing price during the 10 trading days prior to conversion, subject to adjustment. Conversions are further limited by a beneficial ownership cap of 4.99% (which the Buyer may adjust up to 9.99% with 61 days' notice). The Note provides for monthly amortization payments beginning on February 26, 2026, with all remaining amounts due at maturity on August 26, 2026. The Company may prepay the Note without penalty, subject to the holder's conversion rights during that notice period. In addition, if the Company or its subsidiary receives cash proceeds from the issuance of securities pursuant to an Equity Line of Credit of the Company or an offering under Regulation A, the Holder may require the Company to apply up to 25% of such proceeds to repay the Note. The Note also includes a "most favored nation" provision, allowing the Holder to benefit from more favorable terms granted in subsequent financings. " Equity Line of Credit"

03 Creation of a Direct Financial Obligation or an Obligation

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information contained in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities. The disclosures in Item 1.01 are incorporated herein by reference. The Note and the Commitment Shares were issued in reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended (the "Securities Act"), and/or Rule 506(b) of Regulation D promulgated thereunder. The shares of common stock issuable upon conversion of the Note (the "Conversion Shares"), if and when issued, will be issued in reliance upon the same exemption. The Buyer represented to the Company that it is an "accredited investor" as defined in Rule 501(a) of Regulation D. None of the Note, the Commitment Shares, or the Conversion Shares have been registered under the Securities Act or applicable state securities laws and may not be offered or sold in the United securities" under the federal securities laws.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. 10.1 Securities Purchase Agreement, dated August 26, 2025, by and between Helio Corporation and the Buyer. 10.2 $275,000 Promissory Note, dated August 26, 2025, issued by Helio Corporation. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 2

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: September 2, 2025 By: /s/ Gregory T. Delory Name: Gregory T. Delory Title: Chief Executive Officer 3

View Full Filing

View this 8-K filing on SEC EDGAR