Helio Corp /FL/ 8-K

What Happened Helio Corporation announced on April 22, 2026 that it entered into an Exchange Agreement with its Chief Technology Officer, Gregory T. Delory, converting promissory notes into common stock. The company cancelled notes with an aggregate outstanding amount of $327,629 (principal $327,629; $0 accrued interest) and issued 149,979 shares of common stock. The shares were issued on April 28, 2026 in reliance on Section 3(a)(9) of the Securities Act and are restricted/control securities under Rule 144.

Key Details

• Exchange Agreement dated April 22, 2026 between Helio and Gregory T. Delory (Exhibit 10.1 filed).
• Promissory note issued April 22, 2026: zero-interest, on-demand, principal $327,629 representing past advances (Exhibit 10.2 filed).
• Conversion price: $2.1845 per share, equal to the 20‑Trading‑Day VWAP reported by OTC Markets Group.
• 149,979 shares issued April 28, 2026; no commissions paid; issuance relied on Section 3(a)(9) (unregistered exchange).

Why It Matters This transaction cancels a $327,629 obligation to a company insider and replaces it with newly issued common stock, reducing the company's recorded debt while increasing outstanding shares by 149,979. Investors should note the issuance was to a related party (the CTO), the shares are restricted/control securities, and the conversion used a VWAP-based price rather than a fixed negotiated rate.