Helio Corp /FL/ 8-K

What Happened
Helio Corporation announced on January 5, 2026 that Edward Cabrera was appointed President and Chief Executive Officer, effective that same date. As part of his appointment under an Executive Employment Agreement dated January 5, 2026, the Company issued Mr. Cabrera 3,000,000 shares of common stock. The Company also issued 1,250,000 shares of common stock to its Manager of Investor Relations in consideration for services rendered. The issuances were unregistered and made in reliance on the Section 4(a)(2) exemption from registration.

Key Details

• Appointment effective date: January 5, 2026; Executive Employment Agreement dated January 5, 2026.
• Shares issued to CEO: 3,000,000 shares of common stock.
• Shares issued to Manager of Investor Relations: 1,250,000 shares of common stock as compensation for services.
• Issuances were unregistered (relying on Section 4(a)(2)); no general solicitation; Mr. Cabrera represented he acquired shares for investment purposes.
• The Company furnished a press release (Exhibit 99.1) and filed the employment agreement as an exhibit (Exhibit 10.1).

Why It Matters
A change in chief executive leadership is a material corporate development that can affect strategy and investor expectations. The issuance of a total of 4,250,000 shares as compensation is a tangible equity transfer that may affect the company’s outstanding share count and investor dilution considerations. Investors should review the employment agreement and future filings for details on compensation terms, any vesting or restrictions on the issued shares, and any impact on governance or financial plans.