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.
Helio Corporation’s SEC filings document material agreements, capital-structure changes, governance actions, and reporting obligations for an emerging growth company with no securities registered under Section 12(b). Recent Form 8-K filings cover note settlements and exchanges, convertible preferred stock financing, promissory note obligations, Regulation FD press releases, auditor changes, and board appointments.
The filing record also includes Form 12b-25 notices tied to delayed annual and quarterly reports while financial statements and related disclosures were being completed or reviewed. Company disclosures address accounting and audit matters, going-concern language in prior audit reports, preferred-stock terms, common-stock issuance mechanics, and the company’s space-based solar power and NASA SBIR-related technology updates.
Helio Corporation reported sharply weaker results for the quarter ended April 30, 2026. Revenue fell to $457,316 from $1,172,260 a year earlier, while quarterly net loss widened to $1,645,957 from $1,015,033. For the six months, revenue dropped to $952,866 from $2,599,836 and net loss deepened to $5,379,685.
Cash was $464,720 with net cash used in operations of $1,319,440 over six months, leaving a shareholders’ deficit of $1,918,822. Total liabilities were $3,384,603, including notes payable and convertible notes, plus a growing derivative liability of $621,423.
The company discloses substantial doubt about its ability to continue as a going concern and is relying on additional debt and equity financing, including high‑fee, highly dilutive convertible notes and new preferred stock. Helio remains heavily dependent on a small number of government‑driven customers for most of its revenue.
Helio Corporation filed a Form 8-K to share a press release explaining recent changes to its registration efforts and ongoing plans to uplist its shares to a national securities exchange. The company withdrew a prior Form S-1 but describes this as a procedural step rather than a shift in strategy.
Helio states that, after discussions with SEC staff and business developments since its earlier filing, it submitted an updated Form S-1 on June 4, 2026 through the SEC’s confidential review process. The company has applied to list its shares on the Nasdaq Stock Market, engaged an underwriter for an anticipated public offering, and received FINRA authorization for a potential reverse stock split if needed to meet listing standards. The timing and outcome of the proposed uplisting, registration effectiveness, and offering remain subject to regulatory review, market conditions, and other customary factors.
Helio Corporation requested withdrawal of its Registration Statement on Form S-1 (File No. 333-284062), stating the company has decided not to proceed with the offering. The letter confirms the Registration Statement was declared effective on March 14, 2025 and that no securities were sold under the registration or any amendment.
Helio Corp's CTO and 10% owner Gregory Townsend reported several "J" code transactions involving common stock. In total, he transferred 45,000 shares to third parties as consideration for services provided to the company, with value based on a 20-day VWAP of $2.810 per share. Following these non-cash restructuring moves, he directly holds 5,585,780 shares of common stock.
Helio Corporation reports that its Board and shareholders holding a majority of voting power approved a proposal to amend the Articles of Incorporation to permit a reverse stock 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 within 12 months following shareholder approval.
The action was taken by written consent of shareholders representing approximately 64.44% of the outstanding voting power as of the Record Date of May 11, 2026. If implemented, the reverse split will be effective upon filing Articles of Amendment with the Florida Department of State and is described as intended to facilitate a proposed uplisting to the Nasdaq Capital Market and a related underwritten public offering. The Company states potential benefits and risks, including possible increases in per-share price and liquidity and the potential that any price increase may not be sustained.
Helio Corporation notified shareholders that its Board and shareholders holding approximately 64.44% of voting power approved a proposal to amend the Articles of Incorporation to permit a reverse stock split at a ratio between 1.25-for-1 and 5-for-1. The Board may implement the Reverse Stock Split, and file the Articles of Amendment, at its sole discretion within 12 months following shareholder approval. As of the Record Date, the Company had 25,342,454 shares outstanding; estimated post-split outstanding shares would be ~20,273,963 after a 1.25-for-1 split and ~5,068,490 after a 5-for-1 split, using the $2.37 closing price on the Record Date to illustrate estimated per-share prices. The Information Statement is furnished for information only; no shareholder vote or proxy is being solicited.
Helio Corporation reports that majority shareholders have approved a reverse stock split of its common stock by written consent. Holders of 16,331,019 shares, representing approximately 64.44% of the 25,342,454 shares outstanding as of May 11, 2026, authorized an amendment to the Articles of Incorporation.
The reverse stock split will be at a ratio between 1.25-for-1 and 5-for-1, with the exact ratio and timing to be set by the Board of Directors within 12 months of the consent date. The board views the split as in the company’s and shareholders’ best interests to support a proposed uplisting to a national securities exchange and an underwritten public offering by helping the share price meet the $4.00 minimum bid requirement of Nasdaq and the New York Stock Exchange.
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.