UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 1921, 2026

HELIO CORPORATION
(Exact name of registrant as specified in its charter)

Florida		000-56744		92-0586004
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

2448 Sixth Street, Berkeley, California 94710
(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (510) 545-2666

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).

☒ Emerging growth company

☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

Item 5.02 – Departure of Directors or Certain Officers; ~~Election~~ Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Appointment of ~~Chief~~Independent ~~Financial Officer~~Directors

On January 1921, 2026, the Board of Directors (the “Board”) of Helio Corporation (the “Company”) appointed ~~Mark~~Vikas ~~Knauf~~“Vik” Parti as ~~Chief~~a ~~Financial~~member ~~Officer~~ of the ~~Company~~Board, effective immediately. The Board also appointed Mr. Parti as Chairman of ~~January 19,~~Intellectual ~~2026~~Property.

~~Biographical~~On ~~Information~~January 26, 2026, the Board appointed Mario Martinez and Bruce T. Campbell as members of the Board, effective immediately. The Board appointed Mr. Martinez as Chairman of the Audit Committee and Mr. Campbell as Chairman of the Compensation Committee of the Board of Directors.

~~Mark~~Each ~~Knauf~~of ~~(age~~Messrs. ~~61) has been a Certified Public Accountant for over 32 years~~Parti, ~~with~~Martinez ~~experience in business accounting, tax accounting,~~ and ~~economic~~Campbell ~~consulting.~~will ~~Since~~serve ~~January~~as ~~2000,~~a ~~Mr.~~director for ~~Knauf~~a ~~has~~term ~~served as President~~ of ~~Mark~~one H.year ~~Knauf,~~or ~~P.A.,~~until ~~and~~the ~~since~~Company’s ~~May~~next ~~2003,~~annual asmeeting ~~Managing Director~~ of ~~Englewood~~stockholders ~~Property~~and ~~Holdings,~~until ~~LLC,~~their ~~which~~respective ~~owns~~successors ~~and~~are ~~manages~~duly ~~raw~~elected ~~land~~ and ~~residential and commercial real estate properties. From June 1993 to September 1995~~qualified, ~~Mr.~~or ~~Knauf~~until ~~served~~their asearlier ~~Chief~~resignation ~~Financial Officer~~or ~~of Amscot Financial, Inc~~removal. ~~Mr. Knauf received his accounting degree from the Fisher School of Accounting at the University of Florida.~~

~~There~~Vikas ~~are~~“Vik” no arrangements or understandings between Mr. Knauf and any other person pursuant to which he was selected as an officer of the Company. There are no family relationships between Mr. Knauf and any director or executive officer of the Company.Parti

~~Compensatory~~Mr. ~~Arrangements~~Parti (age 46) is a Registered Patent Attorney with extensive experience in intellectual property strategy, patent preparation and prosecution, and litigation-ready claim analysis before the U.S. Patent and Trademark Office, where he has been registered to practice since 2009. He holds a Juris Doctor from Western Michigan University Cooley Law School and a Bachelor of Science in Computer Science from Webster University.

InMr. ~~connection~~Parti ~~with~~brings ~~his~~deep ~~appointment,~~expertise onin ~~January~~developing ~~19,~~and ~~2026,~~managing ~~the~~patent ~~Company~~portfolios ~~entered~~for ~~into~~technology-driven ancompanies, ~~Executive~~with ~~Employment~~a ~~Agreement~~particular ~~(the~~focus ~~“Employment~~on ~~Agreement”)~~aligning ~~with~~intellectual ~~Mr.~~property ~~Knauf.~~protection ~~Pursuant~~with toengineering ~~the Employment Agreement~~development, commercialization ~~Mr.~~strategies, ~~Knauf~~and ~~will~~long-term ~~serve~~business asobjectives. ~~Chief~~His ~~Financial~~background ~~Officer~~includes ~~for~~advising anon ~~initial~~patent ~~one~~strategy, freedom-~~year~~to-operate ~~term~~considerations, and ~~subject~~the toprotection ~~automatic~~of ~~renewal~~proprietary ~~for~~technologies ~~successive~~and ~~one-year~~trade ~~terms~~secrets.

In appointing Mr. ~~Knauf~~Parti, isthe ~~entitled~~Board toconsidered ~~receive~~his upexperience toin ~~100~~intellectual property law,~~000~~ ~~shares~~technology ofcommercialization, ~~the~~and ~~Company’s common~~strategic ~~stock~~portfolio ~~over~~development, aand ~~one-year~~determined ~~period,~~that ~~vesting~~such ~~quarterly~~experience inmakes ~~installments~~him ofwell-qualified to ~~25,000~~serve ~~shares~~as ~~per~~a ~~fiscal~~director ~~quarter,~~of ~~beginning~~the ~~January~~Company. ~~20,~~The ~~2026, subject~~Board toalso ~~continued~~appointed ~~service~~Mr. ~~The~~Parti ~~equity~~as ~~awards~~Chairman ~~are~~of ~~issued~~Intellectual asProperty, ~~restricted~~where ~~stock~~he ~~and~~will ~~are~~assist ~~valued~~the Company ~~based~~in onoverseeing ~~the~~its ~~30-day~~intellectual ~~moving~~property ~~average~~strategy ~~trading price~~and the development of a patent portfolio aligned with the Company’s ~~common~~technical roadmap ~~stock~~and ~~immediately~~long-term ~~preceding~~growth ~~the applicable grant date~~objectives.

~~Mr.~~The ~~Knauf~~Board ishas ~~also~~determined ~~entitled~~that toMr. aParti ~~base~~is ~~salary~~independent ofunder ~~$120,000 per year ($10,000~~applicable ~~per~~Securities ~~month),~~and ~~payable~~Exchange ~~only~~Commission ~~after~~rules and the ~~Company~~standards ~~raises~~applicable atto ~~least~~companies ~~$10.0~~listed ~~million~~on ina ~~aggregate~~national ~~gross~~securities ~~proceeds~~exchange. ~~No cash salary is payable prior to such fundraising milestone.~~

~~The~~Mario Employment Agreement contains customary termination provisions, including severance equal to three months of salary and benefits in the event of termination without cause, constructive termination, termination by mutual agreement, disability, or death (other than suicide), and customary confidentiality and arbitration provisions.Martinez

~~The~~Mr. ~~foregoing~~Martinez brings ~~description~~more than 40 years of ~~the~~senior-level experience ~~Employment~~in ~~Agreement~~finance ~~does~~and ~~not~~accounting. ~~purport to~~He behas ~~complete~~spent ~~and~~the ispast ~~qualified~~15 inyears ~~its~~as ~~entirety~~a bySenior ~~reference~~Business toFinancial ~~the~~Consultant, ~~full~~following ~~text~~25 ofyears ~~the~~in global ~~Employment~~manufacturing ~~Agreement~~roles with United Technologies, ~~which~~Lear, isand ~~filed~~General Electric. He previously served as ~~Exhibit~~Chief ~~10.1~~Financial Officer of IFAB toCompany ~~this~~and ~~Current~~Rexnord ~~Report~~Queretaro. onMr. ~~Form~~Martinez ~~8-K~~holds a degree in Accounting from the University of Texas–Pan American.

In appointing Mr. Martinez as the Chairman of the Board’s Audit Committee, the Board considered his extensive experience in financial reporting, internal controls, compliance, and public company accounting matters, and determined that such experience makes him well-qualified to serve as a director and as Chair of the Audit Committee.

The Board has determined that Mr. Martinez is independent under applicable Securities and Exchange Commission rules and the standards applicable to companies listed on a national securities exchange. The Board has also determined that Mr. Martinez qualifies as an “audit committee financial expert” as defined in Item 407(d)(5) of Regulation S-K.

Bruce T. Campbell

Mr. Campbell (age 68) brings more than four decades of experience in engineering, global aviation operations, advanced aircraft development, and technical consulting. He began his career as a petroleum engineer focused on reservoir engineering, enhanced oil recovery, and project economic analysis. Mr. Campbell is a retired FedEx Captain with a 30-year career working in the United States and abroad, providing leadership in complex, high-consequence operational environments. He holds a B.A. in Geology with a minor in Chemistry from the University of Northern Colorado and a Master’s degree in Petroleum Engineering from the New Mexico Institute of Mining and Technology, and holds multiple aircraft type and flight instructor ratings.

In appointing Mr. Campbell as the Chairman of the Board’s Compensation Committee, the Board considered Mr. Campbell’s extensive leadership experience, operational discipline, and risk-management background, and determined that such experience makes him well-qualified to serve as a director and as Chair of the Compensation Committee.

The Board has determined that Mr. Campbell is independent under applicable Securities and Exchange Commission rules and the standards applicable to companies listed on a national securities exchange.

Director Agreements

In connection with the appointment of the independent directors previously disclosed, the Company entered into Board of Directors Agreements with each of the three directors on or about the date of their respective appointments. A form of Board of Directors Agreement is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Pursuant to the Board of Directors Agreements, each director will serve as a member of the Board of Directors until the Company’s 2026 annual meeting of stockholders, subject to earlier resignation, removal, or death, and will be eligible for continued service on the Board subject to re-election by the Company’s stockholders.

Each director will be entitled to receive equity compensation with an aggregate annual value of $100,000, payable in quarterly grants of restricted stock awards with a value of $25,000 per quarter, subject to approval by the Compensation Committee, pursuant to the Company’s 2025 Equity Incentive Plan. The number of shares underlying each quarterly award will be determined based on the market price of the Company’s common stock at the end of the applicable fiscal quarter. The equity awards will be made for service rendered beginning on January 30, 2026 and continuing through the Company’s 2027 annual meeting of stockholders, subject to continued service on the Board and applicable approvals.

Each director will also be reimbursed for reasonable out-of-pocket expenses, including travel and related expenses, incurred in connection with attendance at meetings of the Board or committees thereof and in the performance of his or her duties as a director, in accordance with the Company’s customary reimbursement policies.

In addition, pursuant to the Board of Directors Agreements, the Company has agreed to indemnify the directors to the fullest extent permitted by applicable law, the Company’s Articles of Incorporation and Bylaws, and to maintain directors’ and officers’ liability insurance covering the directors.

Additional Information

There are no arrangements or understandings between any of Messrs. Parti, Martinez or Campbell and any other persons pursuant to which such directors were selected as directors.

There are no family relationships, as defined in Item 401(d) of Regulation S-K, between any of Messrs. Parti, Martinez or Campbell and any director or executive officer of the Company.

There are no related party transactions involving any of Messrs. Parti, Martinez or Campbell that are required to be disclosed pursuant to Item 404(a) of Regulation S-K.

Item 7.01 FD Disclosure.

On January 2021, 2026, the Company issued a press release announcing the appointment of ~~Mark~~Mr. ~~Knauf~~Vikas as“Vik” ~~the~~Parti ~~Chief~~to ~~Financial Officer of~~ the ~~Company~~Board. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

~~The~~On ~~information~~January ~~furnished pursuant to this Item 7.01~~26, ~~including Exhibit 99.1~~2026, ~~shall~~the ~~not~~Company beissued ~~deemed~~a ~~“filed”~~press ~~for~~release ~~purposes of Section 18 of~~ announcing the ~~Securities~~appointment ~~Exchange Act~~ of ~~1934,~~Mario asMartinez ~~amended,~~and ~~nor~~Bruce ~~shall it~~T. beCampbell ~~incorporated~~to ~~by reference into any filing under~~ the ~~Securities~~Board. ~~Act~~The ofpress ~~1933,~~release asis ~~amended,~~furnished ~~except~~ as ~~may~~Exhibit be99.2 ~~expressly~~to ~~set~~this ~~forth~~Current byReport ~~specific~~on ~~reference~~Form ~~in such filing~~8-K.

The information furnished pursuant to this Item 7.01, including Exhibits 99.1 and 99.2, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be incorporated by reference into any filing under the Securities Act of 1933, as amended, except as may be expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit No.		Description
10.1		~~Executive~~Form ~~Employment~~of ~~Agreement,~~Director ~~dated January 19, 2026, by and between Helio Corporation and Mark Knauf~~Agreement
99.1		Press Release, dated January 2021, 2026
99.2		Press Release, dated January 26, 2026
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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: January 20, 2026	By:	/s/ Edward Cabrera
Date: January 27, 2026	By:	/s/ Edward Cabrera
	Name:	Edward Cabrera
	Title:	Chief Executive Officer

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