Helio CORP /Fl/ 8-K Filing

Key Financial Figures

• $65,205 — notes, each in the principal amount of $65,205 (each, a "Bridge Note"), and (ii) one u
• $127,010 — missory note in the principal amount of $127,010 (the "Convertible Note," and together w
• $56,700 — Note was issued at a purchase price of $56,700, reflecting an original issue discount
• $8,505 — eflecting an original issue discount of $8,505, and matures on October 15, 2026. Each
• $73,029 — esulting in a total repayment amount of $73,029 per Bridge Note. Amounts outstanding fo
• $120,960 — Note was issued at a purchase price of $120,960, reflecting an original issue discount
• $6,050 — eflecting an original issue discount of $6,050, and matures on December 15, 2026. The

Filing Documents

• ea0271297-8k_helio.htm (8-K) — 27KB
• ea027129701ex10-1_helio.htm (EX-10.1) — 58KB
• ea027129701ex10-2_helio.htm (EX-10.2) — 83KB
• ea027129701ex10-3_helio.htm (EX-10.3) — 59KB
• ea027129701ex10-4_helio.htm (EX-10.4) — 83KB
• ea027129701ex10-5_helio.htm (EX-10.5) — 59KB
• ea027129701ex10-6_helio.htm (EX-10.6) — 78KB
• 0001213900-25-126631.txt ( ) — 720KB
• hleo-20251219.xsd (EX-101.SCH) — 3KB
• hleo-20251219_lab.xml (EX-101.LAB) — 33KB
• hleo-20251219_pre.xml (EX-101.PRE) — 22KB
• ea0271297-8k_helio_htm.xml (XML) — 3KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. On December 19, 2025, Helio Corp. (the "Company") entered into purchase agreements (the "Purchase Agreements") with two institutional investors, pursuant to which the Company issued promissory notes. Pursuant to the Purchase Agreements, the Company issued (i) two unsecured promissory notes, each in the principal amount of $65,205 (each, a "Bridge Note"), and (ii) one unsecured convertible promissory note in the principal amount of $127,010 (the "Convertible Note," and together with the Bridge Notes, the "Notes"). Each Bridge Note was issued at a purchase price of $56,700, reflecting an original issue discount of $8,505, and matures on October 15, 2026. Each Bridge Note includes a one-time interest charge equal to 12% of the principal amount applied on the issuance date. The Company is required to make five scheduled payments between June 15, 2026 and October 15, 2026, resulting in a total repayment amount of $73,029 per Bridge Note. Amounts outstanding following an event of default bear interest at a rate of 22% per annum. The Convertible Note was issued at a purchase price of $120,960, reflecting an original issue discount of $6,050, and matures on December 15, 2026. The Convertible Note bears interest at a rate of 12% per annum, with default interest accruing at a rate of 22% per annum upon the occurrence of an event of default. Beginning 180 days after issuance, amounts outstanding under the Convertible Note, and amounts outstanding under the Bridge Notes following certain events of default, may be converted, at the option of the holder, into shares of the Company's common stock at a conversion price equal to 65% of the lowest trading price of the Company's common stock during the ten trading days prior to the applicable conversion date, subject to a 4.99% beneficial ownership limitation and, in the case of the Convertible Note, applicable stock exchange rules. The Company is required to reserve a suffici

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. The disclosure set forth in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference. 1

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit No.: Description: 10.1 Securities Purchase Agreement, dated December 19, 2025, between Helio Corporation and an institutional investor 10.2 Promissory Note, dated December 19, 2025, issued by Helio Corporation pursuant to Exhibit 10.1 10.3 Securities Purchase Agreement, dated December 19, 2025, between Helio Corporation and an institutional investor 10.4 Promissory Note, dated December 19, 2025, issued by Helio Corporation pursuant to Exhibit 10.3 10.5 Securities Purchase Agreement, dated December 19, 2025, between Helio Corporation and an institutional investor 10.6 Convertible Promissory Note, dated December 19, 2025, issued by Helio Corporation pursuant to Exhibit 10.5 104 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: December 30, 2025 By: /s/ Gregory T. Delory Name: Gregory T. Delory Title: Chief Executive Officer 3

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