Welcome to our dedicated page for Helio SEC filings (Ticker: HLEO), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
The Helio Corporation (HLEO) SEC filings page on Stock Titan brings together the company’s regulatory disclosures as filed with the U.S. Securities and Exchange Commission. As an emerging growth company incorporated in Florida and trading on the over-the-counter market, Helio uses Forms 8-K, 10-Q, and related filings to report material events, financing arrangements, leadership changes, and reporting status.
Recent Form 8-K filings describe key corporate developments, including the appointment of a new Chief Executive Officer and Chairman, changes in senior roles, and the issuance of common stock as compensation under an executive employment agreement. Other 8-Ks detail material definitive agreements such as unsecured promissory notes and a convertible promissory note issued to institutional investors, as well as exchange agreements that converted founder loans into common equity.
Filings also address direct financial obligations and triggering events, such as notices from noteholders asserting defaults following nonpayment of secured promissory notes at maturity. In these disclosures, Helio explains that it is evaluating its rights and obligations under the notes and engaging a financial and strategic advisor to assess capital structure alternatives. Additional documents, such as a Form 12b-25 notification of late filing, provide context on the timing of periodic reports and the status of the company’s financial statement reviews.
On this page, each 8-K, 10-Q, or related document can be accessed alongside AI-powered summaries that highlight the main points, such as new debt, equity issuances, executive appointments, or default notices. Users can quickly see references to promissory notes, convertible features, exchange agreements, and other terms that affect Helio’s capital structure. Over time, this filings history offers a structured view of how Helio manages financing, governance, and compliance as it pursues its aerospace and space-based solar power initiatives.
Helio Corporation entered into a binding settlement agreement with Sean Wolf to resolve an aggregate outstanding obligation of $879,163 under two 9.75% promissory notes issued in October 2024. The debt will be repaid primarily from net proceeds of Wolf’s sales of Helio common stock under agreed leak-out terms.
Wolf may sell up to 4,000 shares per trading day, or 12% of that day’s trading volume if higher, with no single block over 2,000 shares without Helio’s consent. After an uplisting to NASDAQ or NYSE, or on July 5, 2026, the daily cap rises to 25% of trading volume. Helio will remove legends on 225,000 shares, support a Rule 144 opinion for 275,000 additional shares, and help secure an acceptable brokerage; failure to secure a broker within seven business days if Fidelity declines would render the settlement void.
Helio Corp Chief Technology Officer and 10% owner Gregory Townsend acquired 149,979 shares of common stock through a conversion transaction. The shares were issued under an Exchange Agreement in which certain outstanding promissory notes, including accrued interest, were exchanged for common stock at a conversion price of $2.1845 per share, representing the 20-day VWAP immediately before the conversion date. Following this transaction, Townsend directly held 5,600,780 shares of Helio Corp common stock.
Helio Corporation entered into an Exchange Agreement with its Chief Technology Officer, Gregory T. Delory, on April 22, 2026. Promissory notes held by Delory with an aggregate outstanding principal of $327,629 were cancelled in exchange for 149,979 shares of common stock, using a $2.1845 volume-weighted average price based on the prior twenty trading days.
On the same date, Helio issued a zero-interest, on-demand promissory note for $327,629 to Delory to document past advances, which was immediately included in the Exchange Agreement and cancelled concurrently with the share issuance obligation. On April 28, 2026, the 149,979 shares were issued to Delory in an unregistered transaction relying on Section 3(a)(9) of the Securities Act, with no commissions paid and the shares classified as restricted and control securities under Rule 144.
Helio Corporation reported a sharp deterioration in results for the three months ended January 31, 2026. Revenue fell to $495,550 from $1,427,576 a year earlier, while net loss widened to $3,733,728 compared with $919,142, reflecting lower contract volume and higher operating costs.
Cash was $282,061 against total liabilities of $5,028,519, leaving a shareholders’ deficit of $3,886,719. The company carries substantial notes payable of $1,727,432 and convertible notes payable of $481,517, and discloses substantial doubt about its ability to continue as a going concern.
Helio Corporation entered into a Securities Purchase Agreement with an investor to sell 1,000 shares of Series B Convertible Preferred Stock for $931,500. Each preferred share has a stated value of $931.50 and is initially convertible into common stock at a $931.50 conversion price, subject to adjustment.
The Series B Preferred Stock carries a liquidation preference equal to 100% of its stated value, pays no cash dividends, and may be redeemed by the company at the stated value. Conversion is limited by a 4.99% beneficial ownership cap, and holders have no voting rights other than as required by law or for adverse amendments.
The investor’s sales of the underlying common stock are subject to a leak-out provision that ties daily sales to a percentage of trading volume. The Board also designated 1,000 authorized preferred shares as Series B Convertible Preferred Stock via a Certificate of Designations, which becomes effective upon filing with the Florida Department of State.
Helio Corporation reported that its Board dismissed Astra Audit & Advisory, LLC as its independent registered public accounting firm effective February 21, 2026, and engaged Hacker, Johnson & Smith PA to audit its financial statements for the fiscal year ending October 31, 2026.
Astra’s audit reports for the years ended October 31, 2025 and 2024 contained no adverse or qualified opinions, but did include explanatory paragraphs expressing substantial doubt about Helio’s ability to continue as a going concern. The company states there were no disagreements or reportable events with Astra during this period.
The new auditor, a PCAOB-registered firm, will also review Helio’s interim financial statements for fiscal 2026. In a related press release, Helio links this engagement to preparations for a planned uplisting to the NYSE and to strengthening its financial reporting and governance framework.
Helio Corporation reports sharply weaker results and severe liquidity pressure for the year ended October 31, 2025. Revenue fell 44% to $3.9 million from $6.9 million as NASA-related work slowed, while cost of sales rose to 75% of revenue, compressing margins.
The company’s net loss more than doubled to $4.0 million from $1.9 million, and year-end cash dropped to $7,305, leaving a shareholders’ deficit of $4.1 million. Helio carries significant related-party and third‑party debt and has received multiple default notices on promissory notes maturing in late 2025.
Auditors highlighted “substantial doubt” about Helio’s ability to continue as a going concern. Management is pursuing new debt and equity financing while trying to diversify away from heavy U.S. government revenue concentration and developing a long-term space-based solar power strategy.
Helio Corporation reported that on February 7, 2026 it received default and demand-for-payment notices from holders of certain promissory notes, each alleging default and seeking immediate repayment of principal plus accrued interest, with potential legal action if amounts are not paid within 15 days. The company is evaluating these notices and discussing them with the noteholders, and states it cannot predict the outcome.
Separately, Helio highlighted continued progress under its Phase II NASA Small Business Innovation Research program to commercialize its QuasiStatic Release Mechanism, including extensive upcoming testing. It also appointed Oliver Fildes as Lead Systems Engineer for its space-based solar power program and commented on growing global momentum behind space-based solar power as a future energy infrastructure.