UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
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(Commission File Number) | (IRS Employer Identification No.) |
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area code: (
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act: None
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Item 1.01 Entry into a Material Definitive Agreement.
On April 22, 2026, Helio Corporation (the “Company”) entered into an Exchange Agreement with Gregory T. Delory, the Company’s Chief Technology Officer (the “Delory Exchange Agreement”).
Pursuant to Delory Exchange Agreement, promissory notes held by Delory in the aggregate outstanding amount of $327,629, consisting of an aggregate principal amount of $327,629 and $0 in accrued and payable interest were cancelled in exchange for the issuance of an aggregate of 149,979 shares of common stock.
The number of shares to be issued under the Exchange Agreement was calculated using a conversion price of $2.1845, which represents the volume-weighted average price (VWAP) of the Company’s common stock for the preceding twenty (20) Trading Days, as reported by OTC Markets Group.
A copy of the Delory Exchange Agreement is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference herein.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement.
On April 22, 2026, the Company issued a zero-interest, on-demand promissory note (the “Note”), in the principal amount of $327,629 to Gregory T. Delory. The Note represents past advances previously made by the holder and does not represent new borrowings. The Note was immediately included in the Exchange Agreement described in Item 1.01 of this Current Report on Form 8-K and was cancelled concurrently with the issuance thereunder.
A copy of the Note is filed as Exhibit 10.2 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 3.02 Unregistered Sales of Equity Securities.
On April 28, 2026, the Company issued 149,979 shares of Common Stock to Mr. Delory 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.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 10.1 | Exchange Agreement, dated April 22, 2026, between Helio Corporation and Gregory T. Delory | |
| 10.2 | Promissory Note dated April 22, 2026 issued to Gregory T. Delory | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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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: April 28, 2026 | By: | /s/ Edward Cabrera |
| Name: | Edward Cabrera | |
| Title: | Chief Executive Officer | |
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Exhibit 10.1
EXCHANGE AGREEMENT
This EXCHANGE AGREEMENT (this “Agreement”) is entered into as of April 22, 2026 (the “Effective Date”), by and between Helio Corporation, a Florida corporation (the “Company”), and Gregory T. Delory (“Holder”). The Company and Holder may each be referred to as a “Party” and collectively as the “Parties.”
RECITALS
WHEREAS, Holder is the legal and beneficial owner of certain promissory notes issued by the Company and held by Holder, together with all accrued but unpaid interest thereon (collectively, the “Notes”), as more particularly described on Schedule A attached hereto;
WHEREAS, as of the Effective Date, the aggregate outstanding principal and accrued interest owed under the Notes is set forth on Schedule A (the “Outstanding Balance”);
WHEREAS, the Company and Holder desire to exchange the Outstanding Balance for shares of the Company’s common stock, no par value (the “Common Stock”), pursuant to the terms of this Agreement;
WHEREAS, the number of shares of Common Stock to be issued to Holder shall be determined using the volume-weighted average price of the Common Stock for the twenty (20) consecutive Trading Days immediately preceding the Conversion Date (the “20-Day VWAP”), as set forth on Schedule A once calculated;
NOW, THEREFORE, in consideration of the mutual covenants contained herein and intending to be legally bound, the Parties hereby agree as follows:
| 1. | EXCHANGE OF NOTES |
| 1.1. | Exchange. |
Subject to the terms and conditions of this Agreement, Holder hereby irrevocably agrees to exchange, cancel, and surrender the Notes and the Outstanding Balance in full satisfaction thereof, and the Company hereby agrees to issue to Holder the number of shares of Common Stock (the “Exchange Shares”) calculated in accordance with Section 2 below.
| 1.2. | Cancellation. |
Upon issuance of the Exchange Shares, the Notes shall be deemed cancelled, extinguished, forgiven, and of no further force or effect, and the Company shall have no further obligations under the Notes.
| 2. | CALCULATION OF EXCHANGE SHARES |
| 2.1. | Conversion Price. |
The “Conversion Price” shall mean $2.1845, representing the volume-weighted average price of the Common Stock for the twenty (20) consecutive Trading Days immediately preceding the Conversion Date (the “20-Day VWAP”).
For purposes of this Agreement, “VWAP” means, for any Trading Day, the volume-weighted average price of the Common Stock on the principal trading market as reported by Bloomberg, L.P. (or, if Bloomberg is not available, by another reputable reporting service reasonably acceptable to the Company), calculated based on actual executed trade prices and volumes during regular trading hours.
“Trading Day” means any day on which the Common Stock is traded on its principal trading market, including any day with an early close or reduced trading hours.
| 2.2. | Number of Exchange Shares. |
The number of shares of Common Stock to be issued to Holder pursuant to this Agreement (the “Exchange Shares”) shall be equal to the Outstanding Balance divided by the Conversion Price, as set forth on Schedule A.
| 2.3. | Final Schedule. |
Schedule A attached hereto has been completed as of the Effective Date and sets forth, with respect to each Note being exchanged: (a) the outstanding principal amount, (b) accrued but unpaid interest, (c) the total Outstanding Balance, (d) the Conversion Price, and (e) the resulting number of Exchange Shares to be issued to Holder. Schedule A shall be deemed final, complete, and incorporated into this Agreement as of the Effective Date.
| 3. | ISSUANCE OF SHARES |
| 3.1. | Issuance. |
On the Conversion Date, the Company shall issue the Exchange Shares to Holder in book-entry or certificate form.
| 3.2. | Legal Status of Shares. |
The Exchange Shares, when issued in accordance with this Agreement and the Board resolutions approving this Agreement, shall be validly issued, fully paid, and nonassessable under Section 607.0621 of the Florida Business Corporation Act (“FBCA”).
| 3.3. | No Fractional Shares. |
No fractional Exchange Shares shall be issued. Any fractional share shall be rounded up to the nearest whole share.
| 4. | REPRESENTATIONS AND WARRANTIES OF HOLDER |
Holder hereby represents and warrants to the Company that:
| (a) | Ownership. Holder is the lawful owner of the Notes, free and clear of all liens and encumbrances. |
| (b) | Authorization. Holder has full power and authority to enter into this Agreement. |
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| (c) | Investment Intent. Holder is acquiring the Exchange Shares for investment purposes and not with a view to distribution. |
| (d) | Accredited Investor. Holder is an “accredited investor” under Rule 501(a) of Form 506 of the Securities Act of 1933, as amended. |
| (e) | No Reliance. Holder is not relying upon statements other than those expressly contained herein. |
| 5. | REPRESENTATIONS AND WARRANTIES OF THE COMPANY |
The Company represents and warrants to Holder that:
| (a) | Corporate Power. The Company is duly organized under Florida law. |
| (b) | Authorization. Corporate action authorizing this Agreement and the issuance of the Exchange Shares has been taken. |
| (c) | Valid Issuance. When issued pursuant to the terms of this Agreement, the Exchange Shares will be validly issued, fully paid, and nonassessable. |
| (d) | Non-Contravention. Execution of this Agreement does not violate the Company’s organizational documents. |
| 6. | FORM 8-K FILING |
The Company shall prepare and file a Form 8-K describing this Agreement and the Exchange Shares.
| 7. | MISCELLANEOUS |
| 7.1. | Governing Law. |
This Agreement shall be governed by Florida law.
| 7.2. | Submission to Jurisdiction. |
Each Party irrevocably and unconditionally submits to the non-exclusive jurisdiction of (a) the state courts of the State of Florida located in Broward County, Florida, and the federal courts of the United States sitting in the Southern District of Florida, and (b) the state courts of the State of California located in Alameda County, California, and the federal courts sitting in the Northern District of California, for any action, suit, or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby. Each Party irrevocably waives any objection to the laying of venue in such courts, including any claim of inconvenient forum.
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| 7.3. | Waiver of Jury Trial. |
EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING, CLAIM, OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.
| 7.4. | Entire Agreement. |
This Agreement and Schedule A constitute the entire agreement.
| 7.5. | Amendments. |
Any amendments to this Agreement must be approved by the independent director of the Board of Directors of the Company and signed by both parties.
| 7.6. | Counterparts. |
May be executed electronically and in one or two counterparts. The Holder may not sign this Agreement or any amendment hereto on behalf of the Company.
[Remainder of page intentionally left blank.]
[Signature page follows.]
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IN WITNESS WHEREOF, the Parties have executed this Exchange Agreement as of the Effective Date.
| HELIO CORPORATION | ||
| By: | /s/ Edward Cabrera | |
| Name: | Edward Cabrera | |
| Title: | Chief Executive Officer | |
| HOLDER: | ||
| /s/ Gregory T. Delory | ||
| Gregory T. Delory, individually | ||
[SIGNATURE PAGE TO EXCHANGE AGREEMENT]
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Schedule A
| Date of Note | Payee | Principal Amount | Interest Rate | Maturity Date | Accrued Interest (as of H2) | Total Outstanding | Conversion Price | Conversion Shares | ||||||||||||||||||||||||
| 4/21/2026 | Gregory T. Delory | $ | 327,629 | 0 | % | - | - | $ | 327,629 | $ | 2.1845 | 149,979 | ||||||||||||||||||||
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Exhibit 10.2
THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY STATE SECURITIES LAWS. THEY MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED, OR OTHERWISE DISPOSED OF UNLESS (A) REGISTERED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS, OR (B) AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS IS AVAILABLE.
HELIO CORPORATION
PROMISSORY NOTE
$327,629.00
April 22, 2026
FOR VALUE RECEIVED, Helio Corporation, a Florida corporation (the “Company”), hereby promises to pay to the order of Gregory T. Delory (“Lender”), the Company’s Chief Technology Officer, the principal sum of $327,629.00, representing funds previously advanced by Lender to the Company and its subsidiary, Heliospace Corporation, as further described in Section 1 of this Note. This Note is not a retroactive or backdated instrument.
| 1. | PRINCIPAL |
The principal amount of this Note is Three Hundred Twenty-Seven Thousand Six Hundred Twenty-Nine U.S. Dollars and Zero Cents ($327,629.00), consisting of the prior advances by the Lender throughout the period between September through December 2025.
| 2. | INTEREST |
This Note shall bear no interest.
| 3. | MATURITY |
All unpaid principal shall be due and payable ON DEMAND upon written notice from Lender to the Company.
| 4. | PREPAYMENT |
The Company may prepay all or any portion of the outstanding principal of this Note at any time without premium or penalty.
| 5. | EVENTS OF DEFAULT |
Each of the following shall constitute an “Event of Default”:
| (a) | Failure of the Company to pay any amount due hereunder within fifteen (15) days after written demand; or |
| (b) | The Company becomes subject to bankruptcy or insolvency proceedings. |
Upon an Event of Default, the entire unpaid principal shall become immediately due and payable at the option of Lender.
| 6. | GOVERNING LAW |
This Note shall be governed by and construed in accordance with the laws of the State of Florida.
| 7. | NOTICES |
All notices required or permitted hereunder shall be in writing and delivered personally, by email, or by certified mail to the parties at their respective last known addresses.
| 8. | MISCELLANEOUS |
| (a) | No Waiver. No delay or failure by Lender to exercise any right hereunder shall operate as a waiver. |
| (b) | Amendments. This Note may be amended only by a written instrument executed by both parties. |
| (c) | Transfer; Assignment. The Lender acknowledges that this Note constitutes a “restricted security” under the Securities Act of 1933, as amended (the “Securities Act”), and has not been registered under the Securities Act or any state securities laws. This Note may not be offered, sold, assigned, pledged, or otherwise transferred unless (a) pursuant to an effective registration statement under the Securities Act and applicable state securities laws, or (b) an exemption from such registration requirements is available, and, in each case, subject to the Company’s prior written consent. |
| (d) | Entire Agreement. This Note constitutes the entire agreement between the parties with respect to the indebtedness evidenced hereby. |
| (e) | No Backdating. The parties acknowledge that this Note is executed as of the date above and is not a retroactive or backdated instrument. |
[Signature page follows.]
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IN WITNESS WHEREOF, the Company and Lender have executed this Promissory Note as of the date first written above.
| HELIO CORPORATION | ||
| By: | /s/ Edward Cabrera | |
| Name: | Edward Cabrera | |
| Title: | Chief Executive Officer | |
| LENDER: | ||
| /s/ Gregory T. Delory | ||
| Gregory T. Delory, individually | ||
[SIGNATURE PAGE TO DEMAND NOTE]
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Cover |
Apr. 22, 2026 |
|---|---|
| Cover [Abstract] | |
| Document Type | 8-K |
| Amendment Flag | false |
| Document Period End Date | Apr. 22, 2026 |
| Entity File Number | 000-56744 |
| Entity Registrant Name | HELIO CORPORATION |
| Entity Central Index Key | 0001953988 |
| Entity Tax Identification Number | 92-0586004 |
| Entity Incorporation, State or Country Code | FL |
| Entity Address, Address Line One | 2448 Sixth Street |
| Entity Address, City or Town | Berkeley |
| Entity Address, State or Province | CA |
| Entity Address, Postal Zip Code | 94710 |
| City Area Code | 510 |
| Local Phone Number | 545-2666 |
| Written Communications | false |
| Soliciting Material | false |
| Pre-commencement Tender Offer | false |
| Pre-commencement Issuer Tender Offer | false |
| Entity Emerging Growth Company | true |
| Elected Not To Use the Extended Transition Period | false |