Helio Corp /FL/ 8-K

What Happened
Helio Corporation (HLEO) announced that on May 11, 2026 holders of 16,331,019 shares (about 64.44% of 25,342,454 outstanding) provided written consent approving an amendment to the Articles of Incorporation to permit a reverse stock split. The approved authorization allows the Board of Directors (or a committee) to implement a reverse split at a ratio between 1.25‑for‑1 and 5‑for‑1, with the exact ratio and timing to be determined by the Board at any time within 12 months. The Board had recommended the reverse split at a meeting on May 9, 2026, and officers are authorized to file the Articles of Amendment and coordinate effectiveness with Schedule 14C notice requirements, FINRA processing, and the transfer agent.

Key Details

• Consenting shareholders: Gregory Delory (5,600,780 shares; 22.10%), Paul Turin (7,730,329 shares; 30.50%), Edward Cabrera (3,000,000 shares; 11.84%).
• Total consenting shares: 16,331,019 (≈64.44% of 25,342,454 shares outstanding as of May 11, 2026).
• Reverse split range: 1.25‑for‑1 to 5‑for‑1; Board to set exact ratio within 12 months.
• Fractional shares: to be handled by officers (possible rounding up or cash payment).
• Purpose: to support a contemplated uplisting and an underwritten public offering by helping the share price meet the $4.00 minimum bid requirement for initial listing on Nasdaq or NYSE.

Why It Matters
A reverse stock split reduces the number of outstanding shares and increases the per‑share price proportionally. Helio’s move is expressly intended to raise its share price toward the $4.00 threshold required for initial listing on major exchanges, which could be a prerequisite for a planned underwritten offering. There is no immediate change to share count or price until the Board selects a ratio and files the amendment; when implemented, the action can affect liquidity, the number of shares each investor holds, and how fractional shares are settled (cash or rounding).