Helio Corp /FL/ 8-K

What Happened
Helio Corporation (HLEO) announced it entered into a binding settlement agreement with creditor Sean Wolf on April 27, 2026 to resolve $879,163 of outstanding obligations under two 9.75% promissory notes (a $400,000 note to Blackwolf Venture Group LLC and a $500,000 note to Wolf). The agreement was formed by email (accepted by CEO Edward Cabrera) and provides that the Settlement Amount will be satisfied primarily through net proceeds from Wolf’s sales of Helio common stock under specified “leak-out” trading limits, with some operational and transfer-related actions by the Company to facilitate those sales.

Key Details

• Settlement Amount: $879,163 covering principal and accrued interest on two notes dated Oct 15–16, 2024 (9.75% interest).
• Leak-out terms: Wolf may sell up to the greater of (a) 4,000 shares per trading day when daily volume ≥ 20,000 shares (threshold modified from 14,000), or (b) 12% of daily volume; no single block >2,000 shares without company consent.
• Uplisting/July 5, 2026 change: upon NASDAQ/NYSE uplisting or July 5, 2026 (whichever is earlier) the daily sale limit increases to 25% of daily volume.
• Stock transfers and logistics: Company will remove restrictive legend on 225,000 shares by 9:30 AM ET on April 28, 2026; Wolf is to seek transfer of an additional 275,000 shares from Joseph Pitman (subject to same leak-out terms). Wolf will provide brokerage statements twice monthly and net proceeds will reduce the Settlement Amount. If Fidelity refuses to process the shares, Helio must secure an alternate broker acceptable to Wolf within 7 business days or the agreement is void. No escrow will be used.

Why It Matters
This agreement directly addresses nearly $0.9 million of debt by allowing a creditor to liquidate company shares under controlled limits rather than receiving cash immediately. For investors, the deal may increase short-term share supply as Wolf sells shares under the leak-out schedule, but also removes a near-term debt obligation from the company’s balance sheet if sales proceed as planned. Key operational triggers — such as uplisting to NASDAQ/NYSE and transfer mechanics (legend removal, broker acceptance, Rule 144 opinion effort) — could change the pace of share sales and timing of debt reduction, so monitor related corporate developments and trading volume.