8-K
Helio Corp /FL/ (HLEO)
UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549
FORM 8-K
CURRENT REPORTPursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): January 21, 2026
HELIO CORPORATION
(Exact name of registrant as specified in its charter)
| Florida | 000-56744 | 92-0586004 |
|---|---|---|
| (State or other jurisdiction<br><br>of incorporation) | (Commission File Number) | (IRS Employer<br><br>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) |
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| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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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 5.02 – Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Appointment of Independent Directors
On January 21, 2026, the Board of Directors (the “Board”) of Helio Corporation (the “Company”) appointed Vikas “Vik” Parti as a member of the Board, effective immediately. The Board also appointed Mr. Parti as Chairman of Intellectual Property.
On January 26, 2026, the Board appointed Mario Martinez and Bruce T. Campbell as members of the Board, effective immediately. The Board appointed Mr. Martinez as Chairman of the Audit Committee and Mr. Campbell as Chairman of the Compensation Committee of the Board of Directors.
Each of Messrs. Parti, Martinez and Campbell will serve as a director for a term of one year or until the Company’s next annual meeting of stockholders and until their respective successors are duly elected and qualified, or until their earlier resignation or removal.
Vikas “Vik” Parti
Mr. Parti (age 46) is a Registered Patent Attorney with extensive experience in intellectual property strategy, patent preparation and prosecution, and litigation-ready claim analysis before the U.S. Patent and Trademark Office, where he has been registered to practice since 2009. He holds a Juris Doctor from Western Michigan University Cooley Law School and a Bachelor of Science in Computer Science from Webster University.
Mr. Parti brings deep expertise in developing and managing patent portfolios for technology-driven companies, with a particular focus on aligning intellectual property protection with engineering development, commercialization strategies, and long-term business objectives. His background includes advising on patent strategy, freedom-to-operate considerations, and the protection of proprietary technologies and trade secrets.
In appointing Mr. Parti, the Board considered his experience in intellectual property law, technology commercialization, and strategic portfolio development, and determined that such experience makes him well-qualified to serve as a director of the Company. The Board also appointed Mr. Parti as Chairman of Intellectual Property, where he will assist the Company in overseeing its intellectual property strategy and the development of a patent portfolio aligned with the Company’s technical roadmap and long-term growth objectives.
The Board has determined that Mr. Parti is independent under applicable Securities and Exchange Commission rules and the standards applicable to companies listed on a national securities exchange.
Mario Martinez
Mr. Martinez brings more than 40 years of senior-level experience in finance and accounting. He has spent the past 15 years as a Senior Business Financial Consultant, following 25 years in global manufacturing roles with United Technologies, Lear, and General Electric. He previously served as Chief Financial Officer of IFAB Company and Rexnord Queretaro. Mr. Martinez holds a degree in Accounting from the University of Texas–Pan American.
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In appointing Mr. Martinez as the Chairman of the Board’s Audit Committee, the Board considered his extensive experience in financial reporting, internal controls, compliance, and public company accounting matters, and determined that such experience makes him well-qualified to serve as a director and as Chair of the Audit Committee.
The Board has determined that Mr. Martinez is independent under applicable Securities and Exchange Commission rules and the standards applicable to companies listed on a national securities exchange. The Board has also determined that Mr. Martinez qualifies as an “audit committee financial expert” as defined in Item 407(d)(5) of Regulation S-K.
Bruce T. Campbell
Mr. Campbell (age 68) brings more than four decades of experience in engineering, global aviation operations, advanced aircraft development, and technical consulting. He began his career as a petroleum engineer focused on reservoir engineering, enhanced oil recovery, and project economic analysis. Mr. Campbell is a retired FedEx Captain with a 30-year career working in the United States and abroad, providing leadership in complex, high-consequence operational environments. He holds a B.A. in Geology with a minor in Chemistry from the University of Northern Colorado and a Master’s degree in Petroleum Engineering from the New Mexico Institute of Mining and Technology, and holds multiple aircraft type and flight instructor ratings.
In appointing Mr. Campbell as the Chairman of the Board’s Compensation Committee, the Board considered Mr. Campbell’s extensive leadership experience, operational discipline, and risk-management background, and determined that such experience makes him well-qualified to serve as a director and as Chair of the Compensation Committee.
The Board has determined that Mr. Campbell is independent under applicable Securities and Exchange Commission rules and the standards applicable to companies listed on a national securities exchange.
Director Agreements
In connection with the appointment of the independent directors previously disclosed, the Company entered into Board of Directors Agreements with each of the three directors on or about the date of their respective appointments. A form of Board of Directors Agreement is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Pursuant to the Board of Directors Agreements, each director will serve as a member of the Board of Directors until the Company’s 2026 annual meeting of stockholders, subject to earlier resignation, removal, or death, and will be eligible for continued service on the Board subject to re-election by the Company’s stockholders.
Each director will be entitled to receive equity compensation with an aggregate annual value of $100,000, payable in quarterly grants of restricted stock awards with a value of $25,000 per quarter, subject to approval by the Compensation Committee, pursuant to the Company’s 2025 Equity Incentive Plan. The number of shares underlying each quarterly award will be determined based on the market price of the Company’s common stock at the end of the applicable fiscal quarter. The equity awards will be made for service rendered beginning on January 30, 2026 and continuing through the Company’s 2027 annual meeting of stockholders, subject to continued service on the Board and applicable approvals.
Each director will also be reimbursed for reasonable out-of-pocket expenses, including travel and related expenses, incurred in connection with attendance at meetings of the Board or committees thereof and in the performance of his or her duties as a director, in accordance with the Company’s customary reimbursement policies.
In addition, pursuant to the Board of Directors Agreements, the Company has agreed to indemnify the directors to the fullest extent permitted by applicable law, the Company’s Articles of Incorporation and Bylaws, and to maintain directors’ and officers’ liability insurance covering the directors.
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Additional Information
There are no arrangements or understandings between any of Messrs. Parti, Martinez or Campbell and any other persons pursuant to which such directors were selected as directors.
There are no family relationships, as defined in Item 401(d) of Regulation S-K, between any of Messrs. Parti, Martinez or Campbell and any director or executive officer of the Company.
There are no related party transactions involving any of Messrs. Parti, Martinez or Campbell that are required to be disclosed pursuant to Item 404(a) of Regulation S-K.
Item 7.01 FD Disclosure.
On January 21, 2026, the Company issued a press release announcing the appointment of Mr. Vikas “Vik” Parti to the Board. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
On January 26, 2026, the Company issued a press release announcing the appointment of Mario Martinez and Bruce T. Campbell to the Board. The press release is furnished as Exhibit 99.2 to this Current Report on Form 8-K.
The information furnished pursuant to this Item 7.01, including Exhibits 99.1 and 99.2, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be incorporated by reference into any filing under the Securities Act of 1933, as amended, except as may be expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
| Exhibit No. | Description |
|---|---|
| 10.1 | Form of Director Agreement |
| 99.1 | Press Release, dated January 21, 2026 |
| 99.2 | Press Release, dated January 26, 2026 |
| 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: January 27, 2026 | By: | /s/ Edward Cabrera |
| Name: | Edward Cabrera | |
| Title: | Chief Executive Officer |
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Exhibit 10.1
BOARD OF DIRECTORS AGREEMENT
THIS BOARD OF DIRECTORS AGREEMENT (“Agreement”) is made and entered into as of __________ (“Signing Date”) and effective as of _____________ (the “Effective Date”), by and between Helio Corporation, a Florida corporation (the “Company” or “Helio”) with its principal place of business located at 2448 Sixth Street, Berkeley, California 94710 and _____________, an individual (“Director”).
| 1. | Term. This Agreement shall continue for a period of up to twelve (12) months from the Effective Date, or earlier in the event<br>of an annual shareholders meeting, and shall continue thereafter for as long as Director is elected as a member of the Board of Directors<br>by the shareholders of the Company on a yearly basis. If re-elected, this Agreement may be renewed for successive one-year terms on the<br>same or different terms. If Director is not duly re-appointed by shareholder vote, Director’s term will end ten (10) calendar days<br>following the annual shareholders meeting. |
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| 2. | Position and Responsibilities. |
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| (a) | Position. The Board of Directors hereby appoints the Director to serve as a Board Member until the 2026 annual shareholders<br>meeting or the Director’s earlier resignation, removal or death. The Director shall perform such duties and responsibilities as<br>are customarily related to such position in accordance with Company’s bylaws and applicable law, including, but not limited to,<br>those services described on Exhibit A attached hereto (the “Services”). Director agree to use his/her best efforts to provide<br>the Services. Director shall not allow any other person or entity to perform any of the Services for or instead of Director. Director<br>shall comply with the statutes, rules, regulations and orders of any governmental or quasi-governmental authority, which are applicable<br>to the Company and the performance of the Services, and Company’s rules, regulations, and practices as they may from time-to-time<br>be adopted or modified. |
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| (b) | Other Activities. Director may be employed by another company, may serve on other Boards of Directors or Advisory Boards, and<br>may engage in any other business activity (whether or not pursued for pecuniary advantage), as long as such outside activities do not<br>violate Director’s obligations under this Agreement or Director’s fiduciary obligations to the Company’s shareholders.<br>The ownership of less than a 5% interest in an entity, by itself, shall not constitute a violation of this duty. Director represents that<br>Director has no outstanding agreement or obligation that is in conflict with any of the provisions of this Agreement, and Director agrees<br>to use her best efforts to avoid or minimize any such conflict and agrees not to enter into any agreement or obligation that could create<br>such a conflict without the approval of a majority of the Board of Directors. If, at any time, Director is required to make any disclosure<br>or take any action that may conflict with any of the provisions of this Agreement, Director will promptly notify the Board of such obligation,<br>prior to making such disclosure or taking such action. |
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| (c) | No Conflict. Director will not engage in any activity that creates an actual or perceived conflict of interest with Company,<br>regardless of whether such activity is prohibited by Company’s conflict of interest guidelines or this Agreement, and Director agrees<br>to notify the Board of Directors before engaging in any activity that could reasonably be assumed to create a potential conflict of interest<br>with Company. Notwithstanding the provisions of Section 2(b) hereof, Director shall not engage in any activity that is in direct competition<br>with the Company or serve in any capacity (including, but not limited to, as an employee, consultant, advisor or director) in any company<br>or entity that competes directly or indirectly with the Company, as reasonably determined by a majority of Company’s disinterested<br>board members, without the approval of the Board of Directors. |
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| 3. | Compensation and Benefits |
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| (a) | Equity Compensation. In consideration of the services rendered under this Agreement, Company shall issue Director quarterly<br>equity compensation in the form of a Notice of Grant for $100,000 annual equity compensation with $25,000 worth of Restricted Stock Units<br>(“RSU’s”) for each quarter of service on the Board under the Company’s equity incentive plan. For the purposes<br>of this Agreement, the equity incentive plan means the Helio Corporation Omnibus Incentive Plan (“Plan”). The number of RSU’s<br>granted shall be calculated by dividing $25,000 by the closing share price on the final trading day of each financial quarter from January<br>30, 2026 until the 2027 annual shareholder meeting, subject to Committee approval. Such RSU’s shall vest subject to the conditions<br>of Section 3 (c) below, five trading days following the issuance of the Notice of Grant. For these purposes, the term “Committee”<br>means the board of directors or its delegate, as provided under the Plan. |
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| (b) | Expenses. The Company shall reimburse Director for all reasonable business expenses incurred in the performance of the Services<br>in accordance with Company’s expense reimbursement guidelines. |
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| (c) | Indemnification. Company will indemnify and defend Director against any liability incurred in the performance of the Services<br>to the fullest extent authorized in Company’s Articles of Incorporation, as amended,_ bylaws, as amended and applicable law. Helio<br>agrees to maintain a Director’s and Officer’s (D&O) insurance policy to further indemnify Director against any liability<br>incurred in the performance of her duties as a director. Company agrees to notify Director of any changes in the D&O policy within<br>30 days of such change being effectuated. Company agrees to furnish Director with a current copy of each D&O policy. |
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| (d) | Records. So long as the Director shall serve as a member of the Company’s Board of Directors the Director shall have<br>full access to books and records of Company and access to management of the Company. |
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| 4. | Termination |
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| (a) | Right to Terminate. At any time, Director may be removed as Board Member as provided in Company’s Articles of Incorporation,<br>as amended, bylaws, as amended, and applicable law. Director may resign as Board Member or Director as provided in Company’s Articles<br>of Incorporation, as amended, bylaws, as amended, and applicable law. Notwithstanding anything to the contrary contained in or arising<br>from this Agreement or any statements, policies, or practices of Company, neither Director nor Company shall be required to provide any<br>advance notice or any reason or cause for termination of Director’s status as Board Member, except as provided in Company’s<br>Articles of Incorporation, as amended, Company’s bylaws, as amended, and applicable law. |
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| (b) | Effect of Termination as Director. Upon Director’s termination this Agreement will terminate; Company shall pay to Director<br>all compensation and expenses to which Director is entitled up through the date of termination; and Director shall be entitled to her<br>rights under any other applicable law. Thereafter, all of Company’s obligations under this Agreement shall cease. |
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| 5. | Termination Obligations |
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| (a) | Director agrees that all property, including, without limitation, all equipment, tangible proprietary information, documents, records,<br>notes, contracts, and computer-generated materials provided to or prepared by Director incident to the Services and her membership on<br>the Company’s Board of Directors or any committee therefore the sole and exclusive property of the Company and shall be promptly<br>returned to the Company at such time as the Director is no longer a member of the Company’s Board of Directors. |
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| (b) | Upon termination of this Agreement, Director shall be deemed to have resigned from all offices then held with Company by virtue of<br>her position as Board Member. Director agrees that following any termination of this Agreement, he shall cooperate with Company in the<br>winding up or transferring to other directors of any pending work and shall also cooperate with Company (to the extent allowed by law,<br>and at Company’s expense) in the defense of any action brought by any third party against Company that relates to the Services. |
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| 6. | Nondisclosure Obligations. Director shall maintain in confidence and shall not, directly or indirectly, disclose or use, either<br>during or after the term of this Agreement, any Confidential Information (as defined below) or trade secrets belonging to Company, whether<br>or not it is in written or permanent form, except to the extent necessary to perform the Services, as required by a lawful government<br>order or subpoena, or as authorized in writing by Company. These nondisclosure obligations also apply to Proprietary Information belonging<br>to customers and suppliers of Company, and other third parties, learned by Director as a result of performing the Services. “Confidential<br>Information” means all information pertaining in any manner to the business of Company, unless (i) the information is or becomes<br>publicly known through lawful means; (ii) the information was part of Director’s general knowledge prior to her relationship with<br>Company; or (iii) the information is disclosed to Director without restriction by a third party who rightfully possesses the information<br>and did not learn of it from Company. |
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| 7. | Dispute Resolution |
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| (a) | Mediation. In the event of a dispute between Director and Company, the parties agree to exercise good faith efforts to negotiate<br>a resolution. If the parties are unable to resolve the dispute themselves, they agree to employ a mutually agreeable third-party mediator.<br>Parties agree to participate in the mediation in good faith in an attempt to resolve the conflict in advance of initiating litigation. |
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| (b) | Jurisdiction and Venue. The parties agree that any suit, action, or proceeding between Director and Company (and its affiliates,<br>shareholders, directors, officers, employees, members, agents, successors, attorneys, and assigns) relating to this Agreement shall be<br>brought in either the United States District Court for the State of Florida or in an Florida state court and that the parties shall submit<br>to the jurisdiction of such court. The parties irrevocably waive, to the fullest extent permitted by law, any objection the party may<br>have to the laying of venue for any such suit, action or proceeding brought in such court. If any one or more provisions of this Section<br>shall for any reason be held invalid or unenforceable, it is the specific intent of the parties that such provisions shall be modified<br>to the minimum extent necessary to make it or its application valid and enforceable. |
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| (c) | Attorneys’ Fees. Should any litigation, arbitration or other proceeding be commenced between the parties concerning the<br>rights or obligations of the parties under this Agreement, the party prevailing in such proceeding shall be entitled, in addition to such<br>other relief as may be granted, to a reasonable sum as and for its attorneys’ fees in such proceeding. This amount shall be determined<br>by the court in such proceeding or in a separate action brought for that purpose. In addition to any amount received as attorneys’<br>fees, the prevailing party also shall be entitled to receive from the party held to be liable, an amount equal to the attorneys’<br>fees and costs incurred in enforcing any judgment against such party. This Section is severable from the other provisions of this Agreement<br>and survives any judgment and is not deemed merged into any judgment. |
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| 8. | Entire Agreement. This Agreement constitutes the entire understanding between the parties hereto superseding all prior and<br>contemporaneous agreements or understandings among the parties hereto concerning the Agreement. |
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| 9. | Amendments; Waivers. This Agreement may be amended, modified, superseded or canceled, and any of the terms, covenants, representations,<br>warranties or conditions hereof may be waived, only by a written instrument executed by the parties or, in the case of a waiver, by the<br>party to be charged. Any amendment or waiver by the Company must be approved by the Company’s Board of Directors and executed on<br>behalf of the Company by its Chief Executive Officer. If the Director shall also serve as Chief Executive Officer, such amendment or waiver<br>must be executed on behalf of the Company by an officer designed by the Company’s Board of Directors. |
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| 10. | Severability. If any provision of this Agreement shall be held by a court to be invalid, unenforceable, or void, such provision<br>shall be enforced to fullest extent permitted by law, and the remainder of this Agreement shall remain in full force and effect. In the<br>event that the time period or scope of any provision is declared by a court of competent jurisdiction to exceed the maximum time period<br>or scope that such court deems enforceable, then such court shall reduce the time period or scope to the maximum time period or scope<br>permitted by law. |
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| 11. | Assignment. This Agreement shall not be assignable by either party. |
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| 12. | Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Florida and the<br>relevant provisions of the Delaware General Corporation Law. |
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| 13. | Interpretation. This Agreement shall be construed as a whole, according to its fair meaning, and not in favor of or against<br>any party. Captions are used for reference purposes only and should be ignored in the interpretation of the Agreement. |
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| 14. | Binding Agreement. Each party represents and warrants to the other that the person(s) signing this Agreement below has authority<br>to bind the party to this Agreement and that this Agreement will legally bind both Company and Director. To the extent that the practices,<br>policies, or procedures of Company, now or in the future, are inconsistent with the terms of this Agreement, the provisions of this Agreement<br>shall control. Any subsequent change in Director’s duties or compensation as Board Member will not affect the validity or scope<br>of the remainder of this Agreement. |
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| 15. | Mutual Non-Disparagement. Director and the Company mutually agree to forbear from making, causing to be made, publishing, ratifying,<br>or endorsing any and all disparaging remarks, derogatory statements or comments made to any party with respect to either of them. Further,<br>the Parties agree to forbear from making any public or non-confidential statement with respect to any claim or complaint against either<br>party without the mutual consent of each party, to be given in advance of any such statement. |
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| 16. | Director Acknowledgment. Director acknowledges Director has had the opportunity to consult legal counsel concerning this Agreement,<br>that Director has read and understands the Agreement, that Director is fully aware of its legal effect, and that Director has entered<br>into it freely based on her own judgment and not on any representations or promises other than those contained in this Agreement. |
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| 17. | Cooperation. In the event of any claim or litigation against the Company and/or Director based upon any alleged conduct, acts<br>or omissions of Director during the tenure of Director as an officer of the Company, whether known or unknown, threatened or not as of<br>the time of this writing, the Company with Director and provide to Director such information and documents as are necessary and reasonably<br>requested by Director or her counsel, subject to restrictions imposed by federal or state securities laws or court order or injunction.<br>The Company shall cooperate in all respects to ensure that Director has access all available insurance coverage and shall do nothing to<br>damage Director’s status as an insured, and shall provide all necessary information for Director to make or tender any claim under<br>applicable coverage. |
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| 18. | Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but<br>all of which together shall constitute one and the same instrument. |
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| 19. | Date of Agreement. The parties have duly signed this Agreement as of ____________ with an effective date of ____________. |
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| 20. | Capacity. The parties acknowledge and agree that Director is serving solely in Director’s capacity as a member of the<br>Company’s Board of Directors and not as an officer, employee, agent, or legal counsel of the Company. Director further represents<br>that Director has not previously represented the Company or any of its subsidiaries or affiliates in any legal matter. Nothing in this<br>Agreement, and no communications or actions taken by Director in such capacity, shall be deemed to create an attorney-client relationship<br>between Director (or any firm or entity with which Director is affiliated) and the Company, nor shall Director be deemed to be providing<br>legal advice or legal services to the Company. The Company shall not hold Director out as Company counsel in any public or non-public<br>communications. Any legal services, if requested by the Company and agreed to by Director, shall be provided only pursuant to a separate<br>written engagement agreement signed by the Company and Director (or Director’s firm), subject to applicable conflict checks and<br>mutually agreed scope and compensation. |
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Signatures
Individual
__________________
| Helio Corporation, a Florida company | |
|---|---|
| By: | |
| Name: | Edward Cabrera |
| Title: | Chairman of the Board and Chief Executive Officer |
EXHIBIT A DESCRIPTION OF SERVICES
| 1. | Responsibilities as Director. Director shall have all responsibilities of a Director of the Company imposed by Florida and<br>California, or other applicable law, the Articles of Incorporation, as amended, and Bylaws, as amended, of Company. These responsibilities<br>shall include, but shall not be limited to, the following: |
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| 2. | Attendance. Use best efforts to attend regularly scheduled and special meetings of Company’s Board of Directors, along<br>with Annual Shareholder Meeting. Company will conduct monthly board meetings by phone and Annual Shareholder Meeting as regularly scheduled,<br>but may call special board meetings as necessary. Special board meetings shall be conducted on an as-needed basis via remote teleconference. |
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| 3. | Executive Sessions. From time to time, and especially during the term of this agreement, the Chairman of the Board may call<br>Executive Sessions or emergency board meetings. Director will be expected to participate in such meetings, as necessary. |
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| 4. | Consult. Meet with the Company upon request to discuss any matter involving the Company or its Subsidiaries, which may involve<br>issues of which the Director has knowledge or expertise. Director acknowledges and agrees that the Company may rely upon Director’s<br>expertise in any business discipline where Director has knowledge and/or experience that may contribute to the facilitation of Company’s<br>operations. Director acknowledges that such requests may involve substantial time and efforts. |
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| 5. | Act as a Fiduciary. Represent the shareholders and the interests of Company as a fiduciary. |
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| 6. | Participation. Participate as a full voting member of Company’s Board of Directors in setting overall objectives, approving<br>plans and programs of operation, formulating general policies, offering advice and counsel, serving on Board Committees, and reviewing<br>management performance. |
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| 7. | Commitment. Based upon the foregoing responsibilities, Director shall be expected to commit an average of at least 6 hours<br>per month to Company business. Director shall not be expected to dedicate more than 20 hours of time to Company business per month. |
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Exhibit 99.1
HELIO APPOINTS INDEPENDENT BOARD CHAIRFOR INTELLECTUAL PROPERTY STRATEGY
Berkeley, California, Jan. 21, 2026 (GLOBE NEWSWIRE) -- Helio Corporation (OTC: HLEO) (“Helio” or the “Company”) today announced the appointment of Vikas “Vik” Parti to its Board of Directors as an independent director and Chairman of Intellectual Property.
Mr. Parti is a Registered Patent Attorney with extensive experience in patent preparation, prosecution, and litigation-ready claim analysis before the U.S. Patent and Trademark Office, where he has been registered to practice since 2009. He holds a Juris Doctor from Western Michigan University Cooley Law School and a Bachelor of Science in Computer Science from Webster University.
As commercial activity in space accelerates and launch costs continue to decline, Helio sees the industry entering a pivotal phase — a race for intellectual property that will shape the leaders of the emerging space economy. Since its founding in 2018, Helio has acted as the “problem solvers to the space industry,” building an extensive library of proprietary systems and advanced engineering across space-based energy, satellite systems, and antenna technologies. The Company is now proactively securing new patents while retroactively protecting its existing trade secrets, ensuring its technical innovations remain secure and positioned to drive long-term competitive advantage and shareholder value.
In his new role, Mr. Parti will help Helio operationalize an intellectual property strategy that captures engineering breakthroughs as they occur, building a robust patent portfolio aligned with the Company’s technical roadmap. Helio is also focused on capitalizing on the substantial R&D investment it has already made by systematically translating core technical progress into protectable IP assets that support long-term partnerships and commercialization. To this end, the Company is developing an IP roadmap that runs in parallel with its product roadmap, ensuring that its patent estate grows in lockstep with engineering milestones and platform evolution. This approach strengthens differentiation, supports freedom to operate, and expands partnership and licensing opportunities as the space economy scales.
Mr. Parti will also lead a board-level initiative to establish a defensive “picket fence” of patents and proprietary claims designed to support licensing opportunities, strategic partnerships, and sustainable revenue streams. Helio views this effort as a cornerstone of its strategy to convert deep technical expertise into lasting economic value for shareholders.
“Vik’s expertise strengthens our ability to build a defensible and monetizable intellectual property portfolio,” said Ed Cabrera, Chief Executive Officer of Helio Corporation. “His leadership will be instrumental as we scale our technologies, formalize our IP strategy, and advance toward commercialization across multiple high-growth sectors of the space economy.”
For More Information:
Ed Cabrera
Chairman of the Board and Chief Executive Officer
(956) 225-9639
emcabrera@helio.space
About Helio Corporation
Helio is pioneering a new class of energy infrastructure—space-based power systems aka “Power plants in space” that captures solar energy beyond Earth’s atmosphere and beams it safely and efficiently to the surface. Our vision is to establish orbital energy platforms as a foundational layer of the global power grid, delivering uninterrupted, carbon-free electricity at scale and reshaping how nations power cities, industries, and critical systems. Founded in 2018 as the ‘problem solvers to the space industry,’ Helio designs and delivers world-class space mechanisms, advanced antenna systems, and space design solutions; supporting NASA, private companies, universities, and global space agencies across missions ranging from small-scale programs to flagship space initiatives. We are proud to be a trusted partner to over a dozen space agencies, organizations, and companies across the globe. Our products can be found operating from the Sun to Jupiter. From NASA and European Space Agency to emerging private aerospace firms and academic institutions, we collaborate with some of the most innovative and forward-thinking players in the space industry.
For more information on the new strategic direction, financing initiatives and management additions, please visit www.helio.space to be added to our email list.
Note Regarding Forward Looking Statements:
Some of the matters discussed herein may contain forward-looking statements that involve significant risk and uncertainties. Forward-looking statements can be identified by the use of words like “believes,” “could,” “possibly,” “probably,” “anticipates,” “estimates,” “projects,” “expects,” “may,” “will,” “should,” “seek,” “intend,” “plan,” “expect,” or “consider” or the negative of these expressions or other variations, or by discussions of strategy that involve risks and uncertainties. All forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause our actual transactions, results, performance or achievements to be materially different from any future transactions, results, performance or achievements expressed or implied by such forward-looking statements, including our ability to obtain financing on acceptable terms or at all, and other risk factors included in the reports we file with the Securities and Exchange Commission (the “Commission”). We base these forward-looking statements on current expectations and projections about future events and the information currently available to us. Although we believe that the assumptions for these forward-looking statements are reasonable, any of the assumptions could prove to be inaccurate. Consequently, no representation or warranty can be given that the estimates, opinions, or assumptions made in or referenced by this press release, including, but not limited to, our ability to obtain financing, will prove to be accurate. We caution you that the forward-looking statements in this press release are only estimates and predictions, or statements or current intent. Actual results or outcomes, or actions that we ultimately undertake, could differ materially from those anticipated in the forward-looking statements due to risks, uncertainties or actual events differing from the assumptions underlying these statements. We caution investors not to rely on the forward-looking statements contained in or made in connection with this press release and encourage investors to review the reports we file with the Commission. The Company undertakes no duty or obligation to update any forward-looking statements contained in this press release as a result of new information, future events or changes in the Company’s business plans or model.
Exhibit 99.2
HELIO COMPLETES BOARD RESTRUCTURING TO MEET NYSE LISTING STANDARDS
Berkeley, California — January 26, 2026— Helio Corporation (OTC: HLEO) (“Helio” or the “Company”) today announced the appointment of Mario Martinez and Bruce Campbell as independent, non-executive members of its Board of Directors, completing the Company’s board restructuring in alignment with New York Stock Exchange listing standards and requirements.
With these appointments, and the recent addition of Vikas “Vik” Parti, Helio’s Board now consists of five directors: three independent, non-executive directors and two executive directors — Chairman and Chief Executive Officer Ed Cabrera and Chief Technology Officer Greg Delory.
“This board structure reflects our commitment to strong governance, financial discipline, and long-term shareholder value creation,” said Ed Cabrera, Chairman and Chief Executive Officer of Helio. “As we continue to mature as a public company, independent oversight and experienced leadership are essential to building credibility with investors and executing our growth strategy.”
Audit Committee
Mario Martinez — Chairman
Mr. Martinez brings more than 40 years of senior-level experience in finance and accounting. He has spent the past 15 years as a Senior Business Financial Consultant, following 25 years in global manufacturing roles with United Technologies, Lear, and General Electric. He previously served as Chief Financial Officer of IFAB Company and Rexnord Queretaro.
Mr. Martinez holds a degree in Accounting from the University of Texas–Pan American.
Mr Martinez will be Chairman of the Audit Committee for the Board of Directors. His background in financial controls, compliance, and public company reporting supports Helio’s focus on transparency and disciplined capital management.
Compensation Committee
Bruce T. Campbell — Chairman
Mr. Campbell will be the Chairman of the Compensation Committee for the Board of Directors. Bruce T. Campbell brings more than four decades of experience in engineering, global aviation operations, advanced aircraft development and technical consulting to the Helio Board. Mr. Campbell began his career as a petroleum engineer, focused on reservoir engineering, enhanced oil recovery and project economic analysis—establishing a strong foundation that continues to inform his aviation and aerospace consulting work. He is a retired FedEx Captain with a 30-year career working in the US and abroad that fostered his deep operational expertise in complex global operations and leadership in demanding, high-consequence environments. Mr. Campbell holds a B.A. in Geology with a minor in Chemistry from University Northern Colorado and a Master’s in Petroleum Engineering from New Mexico Institute of Mining and Technology, and holds multiple aircraft type and flight instructor ratings.
Corporate Governance and NYSE Uplisting
As Helio advances its efforts to uplist to the New York Stock Exchange, the Company continues to prioritize independent oversight, strong governance, and robust financial controls. Helio’s NYSE application and SEC registration statement on Form S-1 remain active.
The Company intends to update these filings following the release of its annual Form 10-K, expected in late January 2026. While Helio intends to pursue an NYSE listing, no assurance can be given that the application will be approved.
For More Information:
Ed Cabrera
Chairman of the Board and Chief Executive Officer
(956) 225-9639
emcabrera@helio.space
About Helio Corporation
Helio is pioneering a new class of energy infrastructure—space-based power systems aka “Power plants in space” that captures solar energy beyond Earth’s atmosphere and beams it safely and efficiently to the surface. Our vision is to establish orbital energy platforms as a foundational layer of the global power grid, delivering uninterrupted, carbon-free electricity at scale and reshaping how nations power cities, industries, and critical systems. Founded in 2018 as the ‘problem solvers to the space industry,’ Helio designs and delivers world-class space mechanisms, advanced antenna systems, and space design solutions; supporting NASA, private companies, universities, and global space agencies across missions ranging from small-scale programs to flagship space initiatives. We are proud to be a trusted partner to over a dozen space agencies, organizations, and companies across the globe. Our products can be found operating from the Sun to Jupiter. From NASA and European Space Agency to emerging private aerospace firms and academic institutions, we collaborate with some of the most innovative and forward-thinking players in the space industry.
For more information on the new strategic direction, financing initiatives and management additions, please visit www.helio.space to be added to our email list.
Note Regarding Forward Looking Statements:
Some of the matters discussed herein may contain forward-looking statements that involve significant risk and uncertainties. Forward-looking statements can be identified by the use of words like “believes,” “could,” “possibly,” “probably,” “anticipates,” “estimates,” “projects,” “expects,” “may,” “will,” “should,” “seek,” “intend,” “plan,” “expect,” or “consider” or the negative of these expressions or other variations, or by discussions of strategy that involve risks and uncertainties. All forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause our actual transactions, results, performance or achievements to be materially different from any future transactions, results, performance or achievements expressed or implied by such forward-looking statements, including our ability to obtain financing on acceptable terms or at all, and other risk factors included in the reports we file with the Securities and Exchange Commission (the “Commission”). We base these forward-looking statements on current expectations and projections about future events and the information currently available to us. Although we believe that the assumptions for these forward-looking statements are reasonable, any of the assumptions could prove to be inaccurate. Consequently, no representation or warranty can be given that the estimates, opinions, or assumptions made in or referenced by this press release, including, but not limited to, our ability to obtain financing, will prove to be accurate. We caution you that the forward-looking statements in this press release are only estimates and predictions, or statements or current intent. Actual results or outcomes, or actions that we ultimately undertake, could differ materially from those anticipated in the forward-looking statements due to risks, uncertainties or actual events differing from the assumptions underlying these statements. We caution investors not to rely on the forward-looking statements contained in or made in connection with this press release and encourage investors to review the reports we file with the Commission. The Company undertakes no duty or obligation to update any forward-looking statements contained in this press release as a result of new information, future events or changes in the Company’s business plans or model.