Form 8-K

8-K — Helio Corp /FL/

Accession: 0001213900-26-051035

Filed: 2026-05-01

Period: 2026-04-27

CIK: 0001953988

SIC: 3760 (GUIDED MISSILES & SPACE VEHICLES & PARTS)

Item: Entry into a Material Definitive Agreement

Item: Financial Statements and Exhibits

Documents

8-K — ea0288797-8k_helio.htm (Primary)

EX-10.1 — SETTLEMENT AGREEMENT (EMAIL EXCHANGE), DATED APRIL 27, 2026, BETWEEN HELIO CORPORATION AND SEAN WOLF (ea028879701ex10-1.htm)

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8-K — CURRENT REPORT

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2026-04-27

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UNITED STATES

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

Date of Report (Date of earliest event reported):

April 27, 2026

HELIO CORPORATION

(Exact name of registrant as specified in its charter)

Florida

000-56744

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 April 27, 2026, Helio Corporation (the “Company”)

entered into a binding settlement agreement (the “Wolf Settlement Agreement”) with Sean Wolf (“Wolf”)

via an exchange of emails, pursuant to which the Company and Wolf agreed to resolve and settle an aggregate outstanding obligation of

$879,163 (the “Settlement Amount”), representing all principal and accrued interest owed under two promissory notes previously

issued by the Company: (i) a 9.75% Promissory Note in the principal amount of $400,000 issued on October 15, 2024 to Blackwolf Venture

Group LLC, a Florida limited liability company controlled by Wolf (“Blackwolf”), and (ii) a 9.75% Promissory Note in

the principal amount of $500,000 issued on October 16, 2024 to Wolf (collectively, the “Notes”). The Wolf Settlement

Agreement was formed by Wolf’s written offer transmitted by email, which expressly provided that a written reply of “Accepted on

behalf of Helio” would constitute a binding agreement, and the Company’s acceptance of that offer by email reply from Edward Cabrera,

Chairman and Chief Executive Officer of the Company, on April 27, 2026, with the sole modification that the daily volume threshold triggering

the base share sale limit be increased from 14,000 shares to 20,000 shares.

The material terms of the Wolf Settlement Agreement

are as follows: (i) the Settlement Amount of $879,163 shall be satisfied through net proceeds from Wolf’s sales of Helio common stock

in accordance with the leak-out terms described below, and any direct payments by the Company; (ii) Wolf may sell up to the greater of

(a) 4,000 shares on any trading day on which aggregate daily trading volume of Helio common stock equals or exceeds 20,000 shares, or

(b) twelve percent (12%) of aggregate daily trading volume on such trading day (the “Leak-Out Terms”); (iii) no single

sale block shall exceed 2,000 shares without the prior written consent of the Company; (iv) upon the earlier of the uplisting of the Company’s

common stock to the NASDAQ Stock Market or the New York Stock Exchange, or July 5, 2026, the daily sale limit shall increase to twenty-five

percent (25%) of aggregate daily trading volume; (v) Wolf shall provide brokerage account statements to the Company twice monthly, with

net proceeds applied to reduce the Settlement Amount; (vi) Wolf shall be solely responsible for seeking the cooperation of Joseph Pitman

to transfer 275,000 shares of Helio common stock held by Pitman to Wolf, subject to the same Leak-Out Terms; (vii) the Company agreed

to promptly authorize ClearTrust, LLC to remove the restrictive legend on 225,000 shares of common stock held in book entry for the benefit

of Wolf, no later than 9:30 A.M. Eastern Time on April 28, 2026; (viii) the Company agreed to use commercially reasonable efforts to provide

a Rule 144 opinion letter with respect to the 275,000 Pitman shares following completion of their transfer to Wolf; (ix) the Company agreed

to promptly contact Fidelity Investments, copying Wolf, to retract and/or correct any prior statements made by or on behalf of the Company

to Fidelity regarding Wolf or the shares subject to the Wolf Settlement Agreement, and to confirm no objection to Fidelity reviewing and

processing such shares; and (x) if Fidelity declines to accept the shares or restricts Wolf’s transactions, the Company shall within seven

(7) business days secure an alternate brokerage firm reasonably acceptable to Wolf; if the Company fails to do so, the Wolf Settlement

Agreement shall be null and void. The parties agreed to proceed without escrow.

A copy of the Wolf Settlement Agreement (email

exchange dated April 27, 2026) is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.

Description

10.1

Settlement Agreement (Email Exchange), dated April 27, 2026, between Helio Corporation and Sean Wolf

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: May 1, 2026

By:

/s/ Edward Cabrera

Name:

Edward Cabrera

Title:

Chief Executive Officer

EX-10.1 — SETTLEMENT AGREEMENT (EMAIL EXCHANGE), DATED APRIL 27, 2026, BETWEEN HELIO CORPORATION AND SEAN WOLF

EX-10.1

Filename: ea028879701ex10-1.htm · Sequence: 2

Exhibit 10.1

From: Edward Cabrera

Date: April 27, 2026 at 12:49:15 PM CDT

To: Sean Wolf

Subject: Final Sean Wolf Loan Repayment Executed

Sean,

The board of directors of Helio has reviewed your proposal and agree

to your terms below, with the only modification being the “4,000 shares once daily trading volume exceeds 14,000 shares” changes

the 14,000 to 20,000 shares. We want to work with you to successfully pay this obligation below:

“Accepted on behalf of Helio”

I am proposing the following final business resolution. The settlement

amount is $879,163 (the “Settlement Amount”), representing principal and accrued interest.

If accepted, this email and your written reply may serve as a binding

agreement.

I have no interest in harming Helio or the stock. I am willing to proceed

under the following leak-out terms, subject to applicable law and broker compliance:

● 4,000 shares once daily trading volume exceeds 20,000 shares;

or 12% of daily trading volume, whichever is greater

● No single sale block above 2,000 shares without written consent.

● Upon uplisting to NASDAQ or NYSE, or after July 5, 2026,

sales increase to 25% of daily volume.

Wolf will provide brokerage statements twice monthly, and net proceeds

will be applied to the current Settlement Amount.

Wolf will be solely responsible for seeking Joseph Pitman’s cooperation

to transfer 275,000 Helio shares to Sean Wolf, subject to the same leak-out terms.

We will skip escrow to avoid further delay and expense.

Helio agrees to:

1. Promptly email ClearTrust approving legend removal on the existing

225,000 shares, and no later than 9:30 AM EST on 4/28/2026.

2. Provide a Rule 144 opinion letter through Helio’s counsel

for the 275,000 shares after Pitman completes the transfer.

3. Contact Fidelity, copying Wolf, and promptly retract/correct prior

statements regarding Wolf. Helio will confirm no objection to Fidelity reviewing and processing the shares under its ordinary compliance

review and lawful sales under this agreement.

4. If Fidelity declines or restricts transactions, Helio shall secure

within seven (7) business days an alternate brokerage firm reasonably acceptable to Wolf that will accept the shares and permit lawful

sales under the agreed leak-out terms. If Helio cannot do so, this agreement shall be void.

As stated, I am speaking with <redacted> on Wednesday and will

do my best to understand why he has not responded to you and ask if he is open to having communications with you.

If you agree, reply: “Accepted on behalf of Helio,” and

we can proceed immediately.

Thanks

Sean

Regards,

Ed Cabrera

Helio Corporation

Chairman and CEO

914-574-3451

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