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

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

~~Pursuant to~~Date ~~Section~~of 13Report ~~or 15~~(d)Date of ~~the~~earliest ~~Securities~~event ~~Exchange~~reported): April ~~Act~~22, ~~of 1934~~2026

~~Date of~~HELIO ~~Report~~ CORPORATION (~~Date~~Exact name of ~~earliest~~registrant ~~event~~as ~~reported): March~~specified 5,in ~~2026~~its charter)

HELIO CORPORATION

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

~~(Exact~~2448 Sixth Street, Berkeley, California 94710 ~~name~~(Address of ~~registrant~~principal asexecutive ~~specified~~offices) in(Zip ~~its charter~~Code)

Florida		000-56774		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 1.01. Entry into a Material Definitive Agreement.

On ~~March~~ 5April 22, 2026, Helio Corporation (the “Company”) entered into aan ~~Securities~~Exchange ~~Purchase~~ Agreement ~~(the “Purchase Agreement”)~~ with anGregory ~~investor~~T. ~~(the “Purchaser”)~~Delory, ~~pursuant to which~~ the Company ~~sold to the Purchaser 1,000 shares of the Company~~’s ~~Series~~Chief BTechnology ~~Convertible~~Officer ~~Preferred Stock, par value $0.001 per share~~ (the “~~Series~~Delory BExchange ~~Preferred Stock~~Agreement”)~~, for an aggregate purchase price of $931,500~~.

~~Each share~~Pursuant ofto ~~Series~~Delory BExchange ~~Preferred~~Agreement, ~~Stock~~promissory ~~has~~notes aheld ~~stated~~by ~~value of $931.50 per share and is convertible into shares of the Company’s Common Stock~~Delory ~~determined~~in ~~by dividing~~ the ~~stated~~aggregate ~~value~~outstanding ~~per~~amount ~~share~~of ~~being converted by the Series B Conversion Price (initially~~$327,629, ~~$931.50)~~consisting ~~in effect at the time~~ of ~~conversion,~~an ~~subject~~aggregate toprincipal ~~adjustment.~~amount ~~The Series B Preferred Stock has a liquidation preference equal to 100%~~ of ~~the stated value per share~~$327,629 ~~does~~and ~~not~~$0 ~~pay~~in ~~cash~~accrued ~~dividends,~~ and ispayable interest ~~redeemable~~were bycancelled ~~the~~in ~~Company~~exchange atfor ~~any time at~~ the ~~stated~~issuance ~~value.~~of ~~Conversion~~an isaggregate ~~subject to~~of a149,979 ~~4.99%~~shares ~~beneficial~~of ~~ownership~~common ~~limitation~~stock. ~~Holders have no voting rights except as required by law and with respect to amendments adversely affecting the Series B Preferred Stock.~~

The ~~Purchase~~ ~~Agreement~~number ~~contains~~of ~~customary~~shares ~~representations,~~to ~~warranties,~~be ~~and~~issued ~~covenants.~~under ~~The~~the ~~Purchaser’s~~Exchange ~~sale~~Agreement ofwas calculated ~~Common~~using ~~Stock~~a ~~issuable upon~~ conversion isprice ~~subject~~of to$2.1845, awhich ~~leak-out~~represents ~~provision~~the ~~limiting~~volume-weighted ~~sales~~average toprice ~~15%~~(VWAP) of ~~daily~~the ~~trading~~Company’s ~~volume,~~common stock ~~plus~~for ~~20%~~the ofpreceding ~~volume~~twenty in(20) ~~excess~~Trading ~~of 150~~Days,~~000 shares,~~ ~~during~~as areported ~~specified~~by ~~period~~OTC Markets Group.

~~The material~~A ~~terms~~copy of the ~~Series~~Delory BExchange ~~Preferred~~Agreement ~~Stock~~is are described in Item 5.03 below and further set forth in the Certificate of Designations of Preferences, Rights and Limitations of Series B Convertible Preferred Stock (the “Certificate of Designations”) filed as Exhibit 310.1 to this Current Report on Form 8-K and is incorporated by reference herein.

~~The foregoing~~Item ~~description~~2.03 ~~does~~Creation ~~not purport to be complete and is qualified in its entirety by reference to the full text~~ of ~~the~~a ~~Purchase Agreement,~~Direct ~~which~~Financial ~~will~~Obligation beor ~~filed as~~ an ~~exhibit~~Obligation toUnder ~~the~~an ~~Company’s Quarterly Report on Form 10~~Off-QBalance ~~for~~Sheet ~~the quarter ending April 30, 2026, and the Certificate of Designations, which is filed as Exhibit 3~~Arrangement.~~1 to this Current Report on Form 8-K and incorporated herein by reference.~~

~~Item~~On April 22, 2026, the Company issued a zero-interest, on-demand promissory 3note (the “Note”), in the principal amount of $327,629 to Gregory T.02 Delory. ~~Unregistered~~The ~~Sales~~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 ~~Equity~~this ~~Securities~~Current Report on Form 8-K and was cancelled concurrently with the issuance thereunder.

~~The information~~A ~~set~~copy ~~forth~~of ~~under~~the ~~Item~~Note 1is filed as Exhibit 10.012 ofto this Current Report on Form 8-K and is incorporated herein by reference.

~~The offer~~Item and sale of the Series B Preferred Stock were made in reliance upon the exemption from securities registration afforded by Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and Rule 506(b) of Regulation D promulgated thereunder3.02 ~~The~~Unregistered ~~Purchaser~~Sales ~~is an accredited investor as defined in Rule 501(a)~~ of ~~Regulation~~Equity ~~D and represented that it is acquiring the Series B Preferred Stock for investment purposes and not with a view toward distribution. The securities have not been registered under the~~ Securities ~~Act and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements~~.

1On 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 5 1.~~03.~~01 ~~Amendments~~of tothis ~~Articles~~Current ofReport ~~Incorporation~~on orForm 8-K ~~Bylaws;~~is ~~Change~~incorporated inby ~~Fiscal~~reference ~~Year~~herein.

~~On March~~Item 5, 2026, the Company’s Board of Directors approved the designation of 1,000 shares of the Company’s authorized preferred stock as Series B Convertible Preferred Stock pursuant to a Certificate of Designations of Preferences, Rights and Limitations of Series B Convertible Preferred Stock (the “Certificate of Designations”)9.01 ~~Filing~~Financial ofStatements ~~the Certificate of Designations with the Florida Department of State is pending~~ and ~~will become effective upon filing~~Exhibits.

~~The Series~~(d) ~~B Preferred Stock has the following material terms:~~Exhibits.

● Stated Value and Par Value: $931.50 stated value and $0.001 par value per share

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)

● Conversion Rights: Convertible into shares of the Company’s Common Stock determined by dividing the stated value per share being converted by the Series B Conversion Price (initially, $931.50) in effect at the time of conversion, subject to adjustment1

~~● Beneficial Ownership Limitation: Holders may not convert to the extent conversion would result in beneficial ownership exceeding 4.99% of outstanding Common Stock~~SIGNATURES

●Pursuant ~~Liquidation~~to ~~Preference:~~the ~~100%~~requirements of ~~stated~~the ~~value~~Securities ~~per~~Exchange ~~share~~Act of 1934, the ~~payable~~Registrant ~~upon~~has ~~liquidation~~duly ~~prior~~caused this report to ~~Common~~be ~~Stock~~signed on its behalf by the undersigned hereunto duly authorized.

● Dividends: No cash dividends

	HELIO CORPORATION

Date: April 28, 2026	By:	/s/ Edward Cabrera
	Name:	Edward Cabrera
	Title:	Chief Executive Officer

~~● Redemption: Redeemable by the Company at any time, in whole or in part, at the stated value per share~~2

● Voting Rights: No voting rights except as required by law; holders of a majority of outstanding Series B Preferred Stock must approve any amendment adversely affecting the rights of the Series B Preferred Stock

A copy of the Certificate of Designations is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
3.1		Certificate of Designations of Preferences, Rights and Limitations of Series B Convertible Preferred Stock of Helio Corporation, dated March 5, 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: March 11, 2026	By:	/s/ Edward Cabrera
	Name:	Edward Cabrera
	Title:	Chief Executive Officer

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