Helio Corp. Files 8-K: Agreements, Financing, and Personnel Changes

TL;DR

Helio Corp. dropped an 8-K: new deals, debt, stock sales, and exec changes on Dec 1st.

AI Summary

On December 1, 2025, Helio Corp. entered into a material definitive agreement, likely related to financing or operations, as indicated by the filing. The company also reported on the creation of a direct financial obligation and unregistered sales of equity securities. Additionally, there were changes in directors or officers and compensatory arrangements.

Why It Matters

This filing signals significant corporate actions at Helio Corp., potentially impacting its financial structure, equity, and leadership.

Risk Assessment

Risk Level: medium — The filing indicates multiple significant events including financial obligations and equity sales, which can introduce financial and operational risks.

Key Players & Entities

• Helio Corp. (company) — Registrant
• Florida (state) — State of Incorporation
• December 1, 2025 (date) — Date of earliest event reported

FAQ

Key Financial Figures

• $315,188 — in the aggregate outstanding amount of $315,188.36, consisting of an aggregate principa
• $288,280.53 — ing of an aggregate principal amount of $288,280.53 and $26,907.83 in accrued and payable i
• $26,907.83 — ate principal amount of $288,280.53 and $26,907.83 in accrued and payable interest were ca
• $742,576 — in the aggregate outstanding amount of $742,576.73, consisting of an aggregate principa
• $680,773.00 — ing of an aggregate principal amount of $680,773.00 and $61,803.73 in accrued and payable i
• $61,803.73 — ate principal amount of $680,773.00 and $61,803.73 in accrued and payable interest were ca
• $0 — calculated using a conversion price of $0.142971, which represents the volume-wei
• $25,404.00 — Notes"), one in the principal amount of $25,404.00 to Gregory T. Delory and the other in t
• $15,773.00 — nd the other in the principal amount of $15,773.00 to Paul S. Turin. The Notes evidence pa
• $250,000 b — er 15, 2024, in the principal amount of $250,000 bearing interest at a rate of 9.75% per a

Filing Documents

• ea0268513-8k_helio.htm (8-K) — 28KB
• ea026851301ex10-1_helio.htm (EX-10.1) — 39KB
• ea026851301ex10-2_helio.htm (EX-10.2) — 42KB
• ea026851301ex10-3_helio.htm (EX-10.3) — 16KB
• ea026851301ex10-4_helio.htm (EX-10.4) — 16KB
• ea026851301ex99-1_helio.htm (EX-99.1) — 10KB
• ex99-1_001.jpg (GRAPHIC) — 6KB
• 0001213900-25-118348.txt ( ) — 342KB
• hleo-20251201.xsd (EX-101.SCH) — 3KB
• hleo-20251201_lab.xml (EX-101.LAB) — 33KB
• hleo-20251201_pre.xml (EX-101.PRE) — 22KB
• ea0268513-8k_helio_htm.xml (XML) — 3KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. On December 2, 2025, Helio Corporation (the "Company") entered into an Exchange Agreement with each of Gregory T. Delory, the Company's Chief Executive Officer and the Chairman of the Board of Directors ("Delory Exchange Agreement"), and Paul S. Turin, the Company's Chief Engineer and a member of the Compay's Board of Directors ("Turin Exchange Agreement" and collectively, the "Exchange Agreements"). Pursuant to Delory Exchange Agreement, promissory notes held by Mr. Delory in the aggregate outstanding amount of $315,188.36, consisting of an aggregate principal amount of $288,280.53 and $26,907.83 in accrued and payable interest were cancelled in exchange for an aggregate of 2,204,561 shares of common stock. Pursuant to Turin Exchange Agreement, promissory notes held by Mr. Turin in the aggregate outstanding amount of $742,576.73, consisting of an aggregate principal amount of $680,773.00 and $61,803.73 in accrued and payable interest were cancelled in exchange for an aggregate of 5,193,898 shares of common stock. The number of shares issued to Mr. Delory and Mr. Turin under the Exchange Agreements was calculated using a conversion price of $0.142971, which represents the volume-weighted average price (VWAP) of the Company's common stock for the twenty (20) Trading Days preceding the date of the Exchange Agreements, as reported by OTC Markets Group. Copies of the Delory Exchange Agreement and Turin Exchange Agreement are filed as Exhibits 10.1 and 10.2, respectively, to this Current Report on Form 8-K and are incorporated by reference herein.

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. On December 2, 2025, the Company issued two zero-interest, on-demand promissory notes, each dated December 2, 2025 (the "Notes"), one in the principal amount of $25,404.00 to Gregory T. Delory and the other in the principal amount of $15,773.00 to Paul S. Turin. The Notes evidence past advances previously made by Mr. Delory and Mr. Turin to the Company and do not represent new borrowings. The Notes were included in debt cancelled under the Exchange Agreements disclosed in Item 1.01 of this Current Report on Form 8-K. . Copies of the Mr. Delory's Note and Mr. Turin's are filed as Exhibits 10.3 and 10.4, respectively, to this Current Report on Form 8-K and are incorporated herein by reference. On December 1, 2025, the Company received a notice from a noteholder asserting that such holder's Amended and Restated Secured Promissory Note, dated October 15, 2024, in the principal amount of $250,000 bearing interest at a rate of 9.75% per annum (the "Secured Note")is in default due to the Company's failure to repay the outstanding amount of within grace period of the Secured Note's November 5, 2025 maturity date. The notice states that the noteholder is demanding repayment and that the noteholder may elect to exercise remedies available to the noteholder under the Note. The Company is evaluating the notice and its rights and obligations thereunder. 1

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities. On December 2, 2025, the Company issued an aggregate of 7,398,459 shares of Common Stock to Mr. Delory and Mr. Turin in reliance on Section 3(a)(9) of the Securities Act of 1933, as amended (the "Securities Act"). No commissions or other remuneration were paid in connection with the exchange. The shares have not been registered under the Securities Act and constitute "restricted" and "control" securities under Rule 144 promulgated under the Securities Act. The disclosure included under Item 1.01 of this Current Report on Form 8-K is incorporated by reference herein.

02 Departure of Directors or Certain Officers; Appointment

Item 5.02 Departure of Directors or Certain Officers; Appointment of Certain Officers; Compensatory Arrangements. The exchange transactions described under Item 1.01 and Item 3.02 of this Current Report on Form 8-K constitute related-person transactions. The sole independent director approved the terms of Exchange Agreements and determined that the transactions are fair to the Company. The disclosures in Item 1.01, Item 2.03 (pertaining to the Notes issued to Mr. Delory and Mr. Turin only) and Item 3.02 of this Form 8-K are incorporated by reference herein.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 10.1 Exchange Agreement, dated December 2, 2025, between Helio Corporation and Gregory T. Delory 10.2 Exchange Agreement, dated December 2, 2025, between Helio Corporation and Paul S. Turin 10.3 Promissory Note, dated December 2, 2025, issued to Gregory T. Delory 10.4 Promissory Note, dated December 2, 2025, issued to Paul S. Turin 99.1 Press Release 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: December 4, 2025 By: /s/ Gregory T. Delory Name: Gregory T. Delory Title: Chief Executive Officer 2

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View this 8-K filing on SEC EDGAR