Helio Corp /FL/ 8-K

What Happened

• Helio Corp (HLEO) announced in an 8-K that on December 19, 2025 it entered into securities purchase agreements with two institutional investors and issued three promissory notes: two unsecured bridge notes (each with $65,205 principal) and one unsecured convertible note ($127,010 principal). The bridge notes were sold at an original-issue discount and include scheduled repayments; the convertible note carries interest and conversion rights into common stock.

Key Details

• Two Bridge Notes: principal $65,205 each; issued at $56,700 purchase price (OID $8,505 each); one-time interest charge = 12% of principal on issuance; mature October 15, 2026; five scheduled payments from June 15–Oct 15, 2026; total repayment per bridge note = $73,029. Default interest = 22% p.a.
• Convertible Note: principal $127,010; issued at $120,960 purchase price (OID $6,050); matures December 15, 2026; interest = 12% p.a.; default interest = 22% p.a.; convertible into common stock beginning 180 days after issuance at a conversion price equal to 65% of the lowest trading price during the 10 trading days before conversion (subject to a 4.99% beneficial ownership cap and applicable exchange rules).
• Conversion/share reserve: the company must reserve enough common shares to satisfy conversions. Notes include typical events of default (missed payments, failure to issue shares on conversion, breaches, bankruptcy, delisting, failure to file SEC reports) and may accelerate or increase amounts due upon default.

Why It Matters

• This 8-K records new material debt and potential future dilution for shareholders: Helio raised short-term cash via discounted notes that can convert into equity under low conversion-price mechanics (65% of recent low prices) and include a 4.99% ownership limit. Investors should note the near-term maturities (Oct–Dec 2026), the company’s repayment schedule for the bridge notes, interest/default rates, and the company’s obligation to reserve shares in case of conversion. These terms could affect Helio’s near-term cash needs, leverage, and share count if conversions occur.