HLEO 8-K
Helio Corp /FL/ (HLEO)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of
earliest event reported):
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) |
(Commission File Number) | (IRS Employer Identification No.) |
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including
area code: (
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).
| Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On July 20, 2026, Helio Corporation, a Florida corporation (the “Company”), filed Articles of Amendment to its Articles of Incorporation (the “Articles of Amendment”) with the Secretary of State of the State of Florida to effect a one-for-five (1-for-5) reverse stock split of the Company’s issued and outstanding shares of common stock (the “Reverse Stock Split”). The Articles of Amendment amended Article IV of the Company’s Articles of Incorporation. Pursuant to its terms, the Articles of Amendment, and the Reverse Stock Split effected thereby, became effective at 12:01 a.m. Eastern Time on July 20, 2026.
As a result of the Reverse Stock Split, every five shares of the Company’s issued and outstanding common stock were automatically combined into one share of common stock, without any action required on the part of the Company’s shareholders.
The foregoing description of the Articles of Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Articles of Amendment, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit No. | Description | |
| 3.1 | ||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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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: July 24, 2026 | By: | /s/ Edward Cabrera |
| Name: | Edward Cabrera | |
| Title: | Chief Executive Officer | |
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Exhibit 3.1
Articles of Amendment to Articles of lncori>oration uf Helio Corporation (Name of Conwration as currcnth· filed with the Florida Dent. of State) P22000076040 (Document Number or Corporation (ir known) P11rs101111 to 1hc pro,·isions or section W7. I006. Florida Sh1t11tcs. this Flori,la Projil Corpora/ion adopts 1hc following amendmcnt(s) 10 its Articles or Incorporation: A. If amending name, enter the new name of the conwration: The new name must be disfinguishahle am/ contain the word "corporation, •• "company . " or "incorpornted" or 1 /w ahhrevialion .. Corp . ,·· "'Inc .. " or Co . , •• or the designation "Corp, .. "Inc . •• or "Co·· . A projl!ssional corporation name must contain the word "chartered . ·· ··proj<!ssionnl association . "ur the ahhrevialion "P . A . " B. Enter new princinal office address, if anplicahlc: (Principal office uddres . ,· MUS 1 ' /IE A STREE 1 ' ADDRESS) C. Enter new mailing address, if applicahlc: (Mailing address MAY BE A POST OFFICE BOX! D. If amending the registered agent and/or registered office address in Florida, enter the name of the new registered agent and/or the new registered office address: Name ofi \ 'ew U.evisreredAgem (Florida slret•I addn!S.'i) New U.egistered Oflice .·le/dress: .Florida, (City) (1/.ip Code) New Registered Agent's Signature, if changing Registered Agent: I hereby accept the appointmenr as regisrered agent. I amfmniliar with and accept the obligations of the posilion. 5,'i,:nature of New Registered Agem, if changing Check if ap11licable D The amcndmcnt(s) is/arc being lllcd pursuant to s. 607.0120 (I I) (c). F.S.
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If amcndin!,.! the Officers and/or Directors. enter the title anti name of each officer/director being rcmm:cd and title. name. and address of each Officer and/or Director being added: (lllach additional sheets, 1 fnecessar . 1 ) Please note the officer/director tille hy the Jirst feller of the oj)ice title : P = President ; V= Vice !'resident : T= Treasurer ; . ")'= , \ 'ecretary : /)= Director : 17 (= Trustee ; C = Chairman or Clerk ; C! : XJ = Chief t - : xecuti \ 'e Officer : CFO = Chief Financial Officer . !fan oj)icerldireclor holds more rhan one title, tis! the Jirsl feller of each r 1 fice held . President, '/i - easurer, !Jireclor would he /YfV . Changes sho 11 ld he noted in tire Ji JI/owing manner . Curren/ ε \ ' John Doc is /isled as the /' . )'T and . \ like Jones is listed as the V . There is a change, . \ like Jones /em·es the corporation, Sa/ ε 1 - . '",'mith is named the V and S . These should he noted as John Doe, />T as a Change, : \ - like . Jones, Vas Remm·e . and Sal ε v Smith . SV as an Add . Example: PT John Doc Y. Mike Jones X Ckrngc X Remove s.Y.. S;illv Smith X Add ..Iilk � Tv11£ Qf ActiQn (Check One) I) Clomgc Add RcmO \ 'C 2) Clrn1gc Add Rc1110,·c 3 ) Change Add Remove � ) Clomgc Add RelllO \ 'C 5) Change Add Remo \ 'e 6) Ckmgc Add RclllO \ 'C
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E. If amending or adding additional Articles, enter change(s) here: (Allach additional sheets, 1/necessaryj. (Ile . \ pecijic) Article IV (Authorized Capital Stock) is hereby amended to add the Reverse Stock Split provision set forth on the attached continuation page, which is incorporated herein by reference. F. If an amendment urm·ides for an exchange, reclassification, or cancellation of issued shares, pro \ 'isions for implementing the amendment if not contained in the amendment itself: (ifnot app/icahle, indicate . \ 'f.,J)
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July 7, 2026 The date of each amendmcnt(s) adoption: --------------------------- ·ifother than the date this document was signed. 12:01 a.m. Eastern nme on July 20, 2026 Effective date if applicable: (no more than 90 days afler amendmem Jile darej Note: If the date inscncd in this block docs not meet the applicable statlllory filing requirements. this date will not be listed as the documcm·s cITcctivc date on the Dcpanmcnt of States records. Adoption of Amcndment(s) (CHF.CK ONE) 0 The amcndmcnt(s) was/were adopted bv the incorpor.uors. or board of directors without slu1reholdcr action and sharelKJldcr action was not required. � The :unendmcnt(s) was/were adopted bv the shareholders. The number of mies cast for the amcndmcnt(s) b1· the shareholders was/were sufficient for approval. CJ The .:imcndmcnt(s) was/were approved by the shareholders through \ 'Oting groups. 'lJH, fl.Ji/owing swteme!lf must he separate ε \ ' prm·idedfhr each nJling group enr11/ed to vote separate ε \ ' on the amemlmcnt(.,): .. The number of rntcs cast for the amcndmcnt(s) was/were sufficient for appro,·al (voting gruup) July 16, 2026 Datcd, - ,12' - --- , - L' - - .µc+ - -- - Signature - ..C. - - .L.."' ----- ,£... - ----- '>..,, - ------------------ - (By a director. president or other o - • directors or officers lu,vc not been selected. by an incorporator - if in the hands of a rccch·cr. trnstcc. or other court appointed fiduciarv bv 11111 fiduciary) Edward M. Cabrera (Typed or primed mmc of person signing) Chief Executive Officer (Title or person signing)
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AMENDMENT TO ARTICLE IV (AUTHORIZED CAPITAL STOCK) Article IV of the Corporation's Articles of Incorporation. as a.mended. is hereby amended to add the following provision: "Reverse Stock Split. Effective at 12:0 I a.m. Eastern Time on July 20. 2026 (tl1c "Effective Time"). each five (5) shares of the Corporation's Common Stock issued and outstanding or held in treasury immediate!,· prior to the Effective Time shall automatically be combined and converted into one (I} valid Iv issued, fully paid, and non - assessable share of Common Stock. without anv change in the par value per share and without an,· further action by the Corporation orb,· the holder thereof (the "Reverse Stock Split"). ll1e Reverse Stock Split shall be effected simultaneous!,· for all issued and outstanding shares of Common Stock, and the combination ratio shall be the san1e for all such shares. No fractional shares of Common Stock shall be issued in connection with tl1c Reverse Stock Split. In lieu thereof. any fractional share that would otherwise result from the Reverse Stock Split shall be rounded up to the nearest whole share. such that each holder who would otherwise be entitled to a fractional share shall instead receive one (I) whole share of Common Stock in respect of such fractional interest. For this purpose. all shares of Common Stock held by a holder immediatclv prior to the Effective Time shall be aggregated before determining whether ail \ · fractional share would result. Each stock certificate or book - cntrv position that. immediately prior to the Effectiw Time. represented shares of Common Stock ("Old Shares") shall. from and after the Effective Time. automaticall,· and without an,· action on the part of the holder thereof. represent the number of whole shares of Common Stock into which such Old Shares shall have been combined and converted pursuant to the Reverse Stock Split: provided. however, that each holder of record shall be entitled to receive. upon surrender of anv such certificate. a new certificate or book - entry position evidencing the number of whole shares to which such holder is entitled. ll1c Reverse Stock Split shall not alter or chai1ge tl1e total number of authorized shares of capital stock of the Corporation, the number of authorized shares of Common Stock, the number of authorized shares of Preferred Stock. or tl1e par value of any class or series of the Corporation's capital stock, each of which shall remain as set forth in tl1e Articles of Incorporation. as aincnded, immediateh· prior to the Effective Time. The Reverse Stock Split shall not affect an,· provision of an,· Certificate of Designation of anv series of Preferred Stock of the Corporation." Effective date of tl1is amendment: 12:0 I a.m. Eastern Time on Juh· 20, 2026 (a delayed effective time pursuant to Section 607.0123, Florida Business Corporation Act}.
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