Table of Contents

As filed with the Securities and Exchange Commission on October 21, 2026

Registration Statement No. [●]

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

_______________________________________

FORM S-1

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

_______________________________________

HELIO CORPORATION
(Exact name of issuer as specified in its charter)

_______________________________________

2448 Sixth Street
Berkeley, CA 94710
510-545-2666
(Address and telephone number of registrant’s principal executive offices)

_______________________________________

Mark Knauf

2230 S McCall Rd

Englewood, FL 34224

510-545-2666

(Address and telephone number of agent for service)

_______________________________________

Copies to:

_______________________________________

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box. ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

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 to Section 7(a)(2)(B) of the Securities Act. ☐

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

The information in this preliminary prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell nor does it seek an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

Helio Corporation

2,000,000 Shares of Common Stock

We are offering 2,000,000 shares of common stock, assuming a public offering price of $4.50 per share (which is the midpoint of the estimated range of the public offering price). We currently estimate that the public offering price will be between $4.00 and $5.00 per share.

Our common stock is currently quoted on the OTC Markets OTCID tier, under the symbol “HLEO.” On October 19, 2026, the last reported closing price of our common stock on the OTCID was $4.50 per share. In connection with this offering, we have applied for the listing of our common stock on The Nasdaq Capital Market under the symbol “HLEO.” The closing of this offering is contingent upon our uplisting to The Nasdaq Capital Market and no assurance can be given that our application will be approved. Upon the completion of this offering, we anticipate that our executive officers and directors, together with Paul S. Turin, our Chief Engineer and a former director, and Stuart D. Bale, our Chief Scientist and a former director, will collectively be able to exercise approximately 48.98% of our total voting power (or approximately 47.06% if the underwriters exercise the over-allotment option in full). As a result, they will possess significant influence over the election of our board of directors and the approval or disapproval of significant corporate transactions, and may be able to determine the outcome of such matters, particularly if other stockholders do not vote or vote in different ways. Notwithstanding the foregoing, since no individual, company or persons acting as a group (as described in Section 13(d) of the Securities Exchange Act of 1934, as amended) will own a majority of our voting power, we will not be a “controlled company” under the corporate governance standards for companies listed on The Nasdaq Stock Market, or Nasdaq, although it is possible that we may become a “controlled company” in the future if such persons decide to form a group. See also “Risk Factors—Risks Related to this Offering and Ownership of Our Common Stock.”

We are an “emerging growth company” and “smaller reporting company” under the federal securities laws and have elected to comply with certain reduced public company reporting requirements. This prospectus complies with the requirements that apply to an issuer that is an emerging growth company. See “Prospectus Summary — Implications of Being an Emerging Growth Company and Smaller Reporting Company.”

Investing in our securities involves a high degree of risk. See “Risk Factors” beginning on page 10.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

We have granted the underwriters an option for a period of 45 days after the closing of this offering to purchase up to 15% of the total number of shares to be offered by us pursuant to this offering (excluding shares subject to this option), solely for the purpose of covering over-allotments, at the public offering price less the underwriting discounts and commissions. If the underwriters exercise the option in full, the total underwriting discounts and commissions payable by us will be $724,500, and the total proceeds to us, before expenses, will be $9,625,500.

The offering price of our shares of common stock in this offering will be determined between us and the underwriters at the time of pricing, considering our historical performance and capital structure, prevailing market prices and conditions, and overall assessment of our business, and may be at a discount to the current market price. Therefore, the recent market price of our common stock and the public offering price of the common stock used throughout this prospectus for this offering may not be indicative of the actual offering price for the shares of common stock.

The underwriters expect to deliver the shares against payment as set forth under “Underwriting” on or about                   , 2026.

Sole Book-Running Manager

R.F. Lafferty & Co., Inc.

The date of this prospectus is            , 2026

TABLE OF CONTENTS

ABOUT THIS PROSPECTUS

You should rely only on the information provided in this prospectus. Neither we nor the underwriters have authorized anyone to provide you with any additional information or information different from that contained in this prospectus filed with the Securities and Exchange Commission (the “SEC”). We take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. The underwriters are offering to sell, and seeking offers to buy, our securities only in jurisdictions where offers and sales are permitted. The information contained in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or any sale of our securities. Our business, financial condition, results of operations, and prospects may have changed since that date.

We have not done anything that would permit this offering or possession or distribution of this prospectus in any jurisdiction where action for that purpose is required, other than in the United States. Persons outside the United States who come into possession of this prospectus must inform themselves about and observe any restrictions as to this offering of securities and the distribution of this prospectus applicable to that jurisdiction.

The information provided in this prospectus contains estimates and other statistical data made by independent parties and by us relating to market size and growth and other data about our industry. We obtained the industry and market data in this prospectus from our own research as well as from industry and general publications, surveys, and studies conducted by third parties. This data involves a number of assumptions and limitations and contains projections and estimates of the future performance of the industries in which we operate that are subject to a high degree of uncertainty, including those discussed in “Risk Factors.” We caution you not to give undue weight to such projections, assumptions, and estimates. Further, industry and general publications, studies, and surveys generally state that they have been obtained from sources believed to be reliable, although they do not guarantee the accuracy or completeness of such information. While we believe that these publications, studies, and surveys are reliable, we have not independently verified the data contained in them. In addition, while we believe that the results and estimates from our internal research are reliable, such results and estimates have not been verified by any independent source.

On May 9, 2026, the Board of Directors approved a reverse stock split of our Common Stock at a ratio within the range of 1-for-1.25 to 1-for-5 (the “Reverse Stock Split”), and on May 11, 2026, holders of approximately 64.70% of the outstanding shares of Common Stock approved the Reverse Stock Split and the related amendment to the Company’s Articles of Incorporation by written consent in lieu of a special meeting. On July 7, 2026, the Board of Directors determined to effect the Reverse Stock Split at a ratio of 1-for-5. Prior to effecting the Reverse Stock Split, the Company filed and distributed to shareholders an Information Statement on Schedule 14C and observed the required 20-calendar-day waiting period under Regulation 14C. The Reverse Stock Split became effective on July 20, 2026, the effective date specified in the Articles of Amendment to the Company’s Articles of Incorporation filed with the Florida Department of State. Unless otherwise indicated, all share counts, per-share prices, and capitalization information in this prospectus have been retroactively adjusted to give effect to the Reverse Stock Split at the 1-for-5 ratio and are presented on a post-split basis. See “The Offering — Reverse Stock Split.”

In this prospectus, unless context requires otherwise, references to “we,” “us,” “our,” “Helio,” “Helio Corp.,” or the “Company” refer to Helio Corporation, a Florida corporation, and its consolidated subsidiaries. References to “Heliospace” refer to our wholly owned subsidiary, Heliospace Corporation, a Delaware corporation.

RISK FACTORS

Investing in our securities involves a high degree of risk. You should carefully consider each of the following risks, together with all other information set forth in this prospectus, including the consolidated financial statements and the related notes, before making a decision to buy our securities. If any of the following risks actually occur, our business could be harmed. The risks and uncertainties described herein are not the only ones we face. Additional risks and uncertainties not presently known to us or that we currently deem immaterial may also affect our operations.

Risks Relating to Our Financial Condition

The Company may need additional capital, which may not be available.

The Company will require funds in excess of its existing cash resources to fund operating deficits, develop new products or services, establish and expand its marketing capabilities, and finance general and administrative activities. As of July 31, 2026, the Company had cash and cash equivalents of approximately $520,504, and the audit reports on its financial statements for the fiscal years ended October 31, 2025 and 2024 each included an explanatory paragraph expressing substantial doubt about the Company’s ability to continue as a going concern. As of the date of this prospectus, all notes previously in default have been resolved and are now current. Due to the Company’s current financial condition and general market conditions, it is possible that the Company will be unable to obtain additional funding as and when it needs it. If the Company is unable to obtain additional funding, it may not be able to repay debts when they are due and payable. If the Company is able to obtain capital, it may be on unfavorable terms or terms which excessively dilute then-existing equity holders. If the Company is unable to obtain additional funding as and when needed, it could be forced to delay its development, marketing, and expansion efforts and, if it continues to experience losses, potentially cease operations.

We have a history of promissory note defaults, and future defaults may occur.

As of the date of this prospectus, all promissory notes previously in default have been resolved and are now current. As described in “Recent Developments — Wolf Settlement Agreement,” the two largest defaulted notes (original principal amounts of $400,000 and $500,000, respectively) were resolved pursuant to the Wolf Settlement Agreement dated April 27, 2026. The Amended and Restated Secured Promissory Note dated October 15, 2024, in the original principal amount of $250,000 (the “Cole Note”), which had been in default following its November 5, 2025 maturity, has been resolved and is now current. Three additional notes (original principal amounts of $50,000, $150,000, and $50,000, respectively) previously in default following receipt of notices in February 2026 have also been resolved. A convertible promissory note originally in the principal amount of $250,000 (as amended to $500,000), which was in default as of April 30, 2026, was resolved on June 13, 2026 pursuant to an agreement whereby the holder agreed not to pursue any default provisions in exchange for a $20,000 initial payment, $15,000 monthly installments beginning July 15, 2026, and the transfer of 6,600 shares of common stock by Gregory T. Delory from shares personally owned by him (rather than an issuance by the Company). While all existing defaults have been resolved, the Company’s liquidity position remains constrained and there can be no assurance that new defaults will not arise in the future.

We have substantial doubt about our ability to continue as a going concern, which may adversely affect our ability to raise capital and operate our business.

Our independent registered public accounting firm’s audit reports on our consolidated financial statements for the fiscal years ended October 31, 2025 and October 31, 2024 each included an explanatory paragraph expressing substantial doubt about our ability to continue as a going concern. Our ability to continue as a going concern is dependent upon our ability to raise additional capital through this offering and other financings and to achieve profitability. There can be no assurance that we will be able to do so. If we are unable to raise sufficient capital or achieve profitability, we may be forced to curtail our operations, liquidate our assets, or cease operations entirely, which would result in a complete loss of your investment.

We have identified material weaknesses in our internal control over financial reporting, and if we fail to remediate them, our ability to accurately and timely report our financial results may be impaired.

In connection with our Quarterly Report on Form 10-Q for the quarter ended July 31, 2026, management concluded that our disclosure controls and procedures were not effective as of July 31, 2026 due to material weaknesses in our internal control over financial reporting, including a lack of segregation of duties within our finance and accounting function and an insufficient number of qualified accounting personnel with knowledge of U.S. GAAP and SEC reporting requirements. If we are unable to remediate these material weaknesses, or if we identify additional material weaknesses, we may be unable to accurately or timely report our financial condition or results of operations, which could cause investors to lose confidence in our reported financial information and adversely affect the market price of our common stock.

We have a history of net losses and an accumulated deficit, and we expect to continue to incur losses.

We have incurred net losses in each of our fiscal years ended October 31, 2025 ($4,030,471) and October 31, 2024 ($1,862,683), and we incurred a net loss of $6,851,175 for the nine months ended July 31, 2026. As of July 31, 2026, we had a total shareholders’ deficit of approximately $(2,757,273). We expect to continue to incur losses as we invest in our operations and seek to grow our business.

We have outstanding indebtedness and we may be unable to service or repay our obligations.

As of the date of this prospectus, we have significant outstanding indebtedness, including multiple promissory notes and convertible notes. All notes previously in default have been resolved as of the date of this prospectus. The aggregate outstanding obligation of $879,163 under two previously defaulted secured promissory notes (the “Wolf Notes”) was settled in full pursuant to the Wolf Settlement Agreement dated April 27, 2026, pursuant to which a former officer of the Company personally transferred 100,000 shares of Helio common stock to the noteholders; the Company recognized this as a capital transaction during fiscal year 2026. The Cole Note, which matured November 5, 2025, has been resolved and is now current. A convertible promissory note originally in the principal amount of $250,000 (amended to $500,000) that was previously in default was resolved on June 13, 2026. If we are unable to service our remaining outstanding indebtedness when due, such actions could have a material adverse effect on our business, financial condition, and results of operations.

Our cash position is limited and we will require additional financing to fund our operations and growth.

As of July 31, 2026, we had cash and cash equivalents of approximately $520,504. We do not believe that our current cash resources are sufficient to fund our operations beyond the near term. We are highly dependent on the proceeds of this offering and future financing activities to fund our operations. If we cannot raise sufficient capital, we may be forced to reduce or cease operations.

Risks Relating to Our Business, Industry, and Strategy

Our business focuses exclusively on the space industry and therefore is not diversified.

During a prolonged period of significant market disruption in the space industry, such as the adverse impact the COVID-19 pandemic had and other macroeconomic factors such as when recessions occur, our business may be disproportionately impacted compared to companies that are more diversified in the industries they serve. A more diversified company with significant sales and earnings derived from outside the space industry may be able to recover more quickly from significant market disruptions.

A significant portion of our revenue is derived from U.S. government contracts, which are subject to termination, reduction, and budgetary uncertainty.

Because a significant percentage of our revenue (approximately 70% for the fiscal year ended October 31, 2025, approximately 92% for the nine months ended July 31, 2026, and approximately 82% for the three months ended July 31, 2026) is derived either directly or indirectly from contracts with the U.S. government, including through NASA, changes in federal government budgetary priorities could directly affect our financial performance.

According to the Fiscal Y 2027 President’s Budget released on April 2026, the White House released its proposed budget for FY 2027, which included an overall reduction of approximately 23% to NASA’s budget from current enacted levels, including proposed cuts of approximately $3.4 billion to NASA’s science programs, which have historically represented a significant source of revenue for the Company. While Congress declined to enact the proposed cuts to NASA science programs for FY 2026 and restored NASA’s budget to near prior-year levels, there can be no assurance that Congress will take similar action with respect to the FY 2027 budget or future fiscal years. Additionally, while Heliospace participates in lunar exploration programs that have to date received continued government support, the current political environment introduces significant uncertainty regarding future NASA funding levels that cannot be predicted with reasonable certainty. Significant budget cuts to NASA science programs, if enacted for FY 2027 or beyond, could have a material adverse effect on the Company’s revenue and results of operations.

We have a history of promissory note defaults and may be subject to legal proceedings in the future.

As of the date of this prospectus, the Company is not in default under any outstanding promissory note. As described elsewhere in this prospectus, all notes previously in default, including the Cole Note, the $400,000 and $500,000 notes resolved pursuant to the Wolf Settlement Agreement, and a convertible promissory note originally in the principal amount of $250,000 (as amended to $500,000) resolved pursuant to a June 13, 2026 payment and equity arrangement, have been fully resolved and are now current. See also “Recent Developments - Note Defaults” and “Recent Developments - Wolf Settlement Agreement.”

Our limited operating history and declining revenues make it difficult to evaluate our future prospects.

Our limited operating history makes it difficult to evaluate our future prospects and the risks and challenges we may encounter. We have not demonstrated a sustained ability to generate predictable revenue from our products and services. Consequently, any assessment you make about our current business or future success or viability may not be as accurate as it could be if we had a longer operating history. Further, our limited financial track record is of limited reference value for your assessment of our business and future prospects.

Risks and challenges we have faced or expect to face include our ability to:

We have experienced significant and continuing revenue declines that make it difficult to forecast our future results. Revenue for the fiscal year ended October 31, 2025 decreased by approximately 44% to $3,875,793 from $6,891,223 for the fiscal year ended October 31, 2024, which itself reflected a decline of approximately 25% from $9,209,329 in fiscal year 2023. Contributing factors to the FY2025 decline include continuing budget cuts to NASA programs enacted by the current administration, combined with the extended government shutdown, which reduced the overall volume of work available to us. During the fiscal year ended October 31, 2025, we serviced eleven customers-two direct government customers, four private or commercial customers, three nonprofit customers for whom we manufactured products as a subcontractor to government customers, and two commercial customers whose source of funds was private investment-compared to thirteen customers during fiscal year 2024. This contraction in our customer base, combined with continued dependence on government-funded programs, increases our vulnerability to further budget-driven disruptions. For the nine months ended July 31, 2026, revenue was $11,543,492, compared to $33,384,423 for the nine months ended July 31, 2025, a decline of approximately 54%, and for the three months ended July 31, 2026, revenue was $590,626, compared to $784,587 for the three months ended July 31, 2025, a decline of approximately 25%. During the nine months ended July 31, 2026, we serviced only six customers, compared to eleven customers in the comparable prior-year period. We may continue to incur losses in future periods. While we are actively working to expand into new commercial markets and have identified specific opportunities in the commercial and defense sectors, the primary challenge is the time and resources required to successfully transition and grow our business beyond government-funded programs. There can be no assurance that such efforts will succeed or will be completed on a timeline sufficient to offset any continued reduction in government-funded revenues.

If we fail to address the risks and difficulties that we face, including those associated with the challenges listed above as well as those described elsewhere in this “Risk Factors” section, our business, financial condition, and results of operations could be adversely affected. In addition, because we have limited historical financial data and operate in a rapidly evolving market, any predictions about our future revenue and expenses may not be as accurate as they would be if we had a longer operating history or operated in a more developed market. We have encountered in the past, and will encounter in the future, risks and uncertainties frequently experienced by growing companies with limited operating histories in rapidly changing industries. If our assumptions regarding these risks and uncertainties, which we use to plan and operate our business, are incorrect or change or if we do not address these risks successfully, our results of operations could differ materially from our expectations and our business, financial condition, and results of operations could be adversely affected.

The Company may not be able to manage its potential growth.

For the Company to succeed, it needs to experience significant expansion. There can be no assurance that it will achieve this expansion. This expansion, if accomplished, may place a significant strain on the Company’s management, operational and financial resources. To manage any material growth, the Company will be required to implement operational and financial systems, procedures and controls. It also will be required to expand its finance, administrative and operations staff. There can be no assurance that the Company’s current and planned personnel, systems, procedures and controls will be adequate to support its future operations at any increased level. The Company’s failure to manage growth effectively could have a material adverse effect on its business, results of operations, and financial condition.

The Company’s growth relies on market acceptance.

While the Company believes that there will be significant customer demand for its products and services, there is no assurance that there will be broad market acceptance of the Company’s offerings. A substantial portion of the Company’s revenue has historically been derived from U.S. government sources, and proposed federal budget cuts - including proposed reductions to NASA’s Science Mission Directorate under recent White House budget proposals for FY 2026 and FY 2027 - could materially reduce demand for the Company’s core products and services. Although the Company is actively working to increase the percentage of revenue from private and commercial sources and to expand its offerings to defense agencies, there can be no assurance that these efforts will succeed or will fully offset any reduction in government spending. In such event, there may be a material adverse effect on the Company’s results of operations and financial condition and the Company may not be able to achieve its business goals.

Our operating results may continue to be adversely affected as a result of unfavorable market, economic, social and political conditions.

An unstable global economic, social, and political environment may have a negative impact on demand for our services, our business, and our operations, including the U.S. economic environment. The economic, social, and political environment has or may negatively impact, among other things:

In addition, broader fiscal challenges at the federal level-such as the rising national debt, persistent budget deficits, and the risk of government shutdowns or extended continuing resolutions-could result in delays to contract funding or payments, reduced availability of new program opportunities, and increased uncertainty in our long-term planning. These macroeconomic pressures may also negatively affect private sector customers that rely on or benefit from government-funded space and research initiatives.

Our success depends on the effectiveness and continuity of our senior management team and key personnel, and any difficulty attracting, retaining, or transitioning leadership could adversely affect our business.

The Company has recently strengthened its senior management team with experienced leadership across key executive functions, including the appointment of a new Chief Executive Officer, Chief Financial Officer, and Chief Technology Officer, and has made intentional changes to its Board composition. While these changes are designed to enhance the Company’s execution and growth capabilities, any period of leadership change involves inherent risks - including potential continuity challenges in customer relationships, ongoing project execution, and strategic initiatives - regardless of the purpose or circumstances of such changes. There can be no assurance that the Company’s current leadership team will achieve the Company’s strategic objectives on the expected timeline, or that any transition-related challenges will not adversely affect our business, results of operations, and financial condition.

Our success depends heavily on our executive officers and highly trained employees, and difficulty hiring or retaining similar employees could adversely affect our business.

We depend on an educated and trained workforce. Historically, substantial competition for skilled personnel in the aerospace industry has existed, and we could be adversely affected by a shortage of skilled employees. We may not be able to fill new positions or vacancies created by expansion or turnover or attract and retain qualified personnel. We may not be able to continue to hire, train, and retain qualified employees at current wage rates since we operate in a competitive labor market and currently significant inflationary and other pressures on wages exist.

Our future ability to execute our business plan depends upon the continued service of our Chief Executive Officer, Chief Technology Officer, and Chief Engineer. If we lost the services of one or more of our key personnel, or if one or more of our executive officers or employees joined a competitor or otherwise competed with us, our business may be adversely affected. We cannot assure that we will be able to retain or replace our key personnel.

In addition, our success depends in part on our ability to attract and motivate our senior management and key employees. Achieving this objective may be difficult due to a variety of factors, including fluctuations in economic and industry conditions, competitors’ hiring practices and the effectiveness of our compensation programs. Competition for qualified personnel can be intense. If we are unable to effectively provide for the succession of key personnel, senior management, and our executive officers, our business, results of operations, cash flows, and financial condition may be adversely affected.

Competition could cause downward pressure on prices, fewer customer orders, reduced margins, and loss of market share.

Competition within our product offerings, across individual products and applications, ranges from divisions of large corporations that may be better capitalized and have more industry or management experience, to small, privately held companies that may be more innovative or agile than we are. Any of these factors could negatively impact our ability to take advantage of new business opportunities and expand into new commercial markets or cause us to lose market share.

The market for our products and services is uncertain and may not grow as expected.

The market for our products and services has not been fully established as the commercialization of space is a relatively new development and is rapidly evolving. Our estimates for the total addressable markets for our products and services are based on a number of factors, including third-party estimates or variables that are out of our control including assumed prices at which we can offer our products and services, our ability to leverage our current manufacturing and operational processes, and general market conditions. While we believe our assumptions and the data underlying our estimates of the total addressable markets for our products and services are reasonable, these assumptions and estimates may not be correct and the conditions supporting our assumptions or estimates may change at any time, thereby reducing the predictive accuracy of these underlying factors. As a result, our estimates of the annual total addressable markets, as well as the expected growth rate for the total addressable market for those products and services, may prove to be incorrect, which could have a material adverse effect on our business, financial condition, and results of operations. In addition, if our revenue-generating projects are terminated or delayed and we are unable to replace them with new projects on similar terms, or at all, or if revenue grows slower than we anticipate, we may not be able to achieve profitability and our business, financial condition, and results of operations may be materially and adversely affected.

If we are unable to adapt to technological change, demand for our products may be reduced.

The market for our products and services is characterized by rapid change and technological developments. Failure to respond in a timely and cost-effective way to these technological developments would result in serious harm to our business and operating results. The technologies related to our products have undergone and, in the future, may undergo, significant changes. As a result, our continued growth, and the success of our business strategy will depend, in part, on our ability to be both innovative and agile in designing, developing, manufacturing, assembling, testing, marketing and supporting new products and enhancements and we may not be able to do so successfully, if at all, or on a timely, cost effective, or repeatable basis. If we cannot in a timely and cost-effective manner satisfy changing customer needs and respond to changing industry cycles, it may adversely affect our business, financial condition, and results of operations. Our competitors may develop technologies and products that are more effective than those we develop or that render our technology and products obsolete or noncompetitive. Furthermore, our products could become unmarketable if new industry standards emerge. We may need to modify our products significantly in the future to remain competitive and new products we introduce may not be accepted by our customers.

We believe that, in order to remain competitive in the future, we will need to continue to invest significant financial resources to develop new products, services and solutions, including through internal research and development, acquisitions and joint ventures or other teaming arrangements. These expenditures could divert our attention and resources from other projects, and we cannot be sure that these expenditures will ultimately lead to the timely development of new products, services and solutions or identification of and expansion into new markets. Due to the design complexity of our products, we may, in the future, experience delays in completing the development and introduction of new products. Any delays could result in increased costs of development or deflect resources from other projects. In addition, there can be no assurance that the market for our products will develop or continue to expand or that we will be successful in newly identified markets as we currently anticipate. If we are unable to achieve sustained growth, we may be unable to execute our business strategy, expand our business or fund other liquidity needs and our business prospects, financial condition, and results of operations could be materially and adversely affected. Furthermore, we cannot be sure that our competitors will not develop competing technologies that gain market acceptance in advance of our products.

Federal contracting is subject to significant regulation, and non-compliance could subject us to fines and penalties.

Like all government contractors, we are subject to risks associated with this contracting. These risks include the potential for substantial civil and criminal fines and penalties. These fines and penalties could be imposed for failing to follow procurement integrity and bidding rules, employing improper billing practices or otherwise failing to follow cost accounting standards, receiving or paying kickbacks or filing false claims. We have been, and expect to continue to be, subjected to audits and investigations by government agencies. The failure to comply with the terms of our government contracts could harm our business reputation, which could significantly reduce our sales and earnings. It could also result in our suspension or debarment from future government contracts, which would adversely affect our business, financial condition, results of operations, and cash flows. Moreover, U.S. Government purchasing regulations contain a number of operational requirements that apply to entities engaged in government contracting. Failure to comply with such government contracting requirements could result in civil and criminal penalties that could have a material adverse effect on the Company’s results of operations.

The U.S. government may modify, curtail or terminate one or more of our contracts, and failure to comply with contract terms or applicable laws and regulations in relation to our U.S. government contracts could expose us to penalties or other adverse consequences.

The U.S. government contracting party may modify, curtail or terminate its contracts with us, without prior notice and either at its convenience or for default based on performance. In addition, funding pursuant to our U.S. government contracts may be reduced or withheld as part of the U.S. Congressional appropriations process. Any loss or anticipated loss or reduction of expected funding and/or modification, curtailment, or termination of one or more of our U.S. government contracts could have a material adverse effect on our earnings, cash flow and/or financial position, as well as our access to government testing facilities and/or our ability to secure pre-certification operating experience and/or revenues.

The U.S. government may also audit and investigate contractors and subcontractors; claim rights, including intellectual property rights, in products and data developed under certain contracts; suspend or debar contractors from doing business with the government or a specific government agency; impose U.S. manufacturing requirements for products that embody inventions conceived or first reduced to practice under such agreements; and control or prohibit the export of products.

If the government discovers improper or illegal activities or contractual non-compliance (including improper billing), we may be subject to various civil and criminal penalties and administrative sanctions, which may include termination of contracts, forfeiture of profits, suspension of payments, fines and suspensions or debarment from doing business with the government. Also, the qui tam provisions of the federal and various state civil False Claims Acts authorize a private person to file civil actions on behalf of the federal and state governments and retain a share of any recovery which can include treble damages and civil penalties. Further, the negative publicity that could arise from any such penalties, sanctions or findings could have an adverse effect on our reputation and reduce our ability to compete for new contracts with both government and commercial clients.

Technology failures or cyber security breaches could have an adverse effect on our business.

We rely on information technology systems to process, transmit, store, and protect electronic information. For example, a significant portion of the communications between our personnel, customers, suppliers, and vendors depends on information technology and we rely on access to such information systems for our operations. Additionally, we rely on third-party service vendors to execute certain business processes and maintain certain information technology systems and infrastructure. The security measures in place may not prevent disruptions, failures, computer viruses or other malicious codes, malware or ransomware incidents, unauthorized access attempts, theft of intellectual property, trade secrets, or other corporate assets, denial of service attacks, phishing, hacking by common hackers, criminal groups or nation-state organizations or social activist (“hacktivist”) organizations and other cyber-attacks or other privacy or security breaches in the information technology, phone systems, or other systems (whether due to third-party action, bugs or vulnerabilities, physical break-ins, employee error, malfeasance or otherwise) of the Company, our customers or third parties, which could adversely affect our communications and business operations. Further, events such as natural disasters, fires, power outages, systems failures, telecommunications failures, employee error or malfeasance or other catastrophic events could similarly cause interruptions, disruptions or shutdowns, or exacerbate the risk of the failures described above. These risks may be increased as more employees work from home. We may not have the resources or technical sophistication to anticipate, prevent or detect rapidly evolving types of cyber-attacks and other security risks. Attacks may be targeted at us, our customers, suppliers or vendors, or others who have entrusted us with information. To date, the Company has not experienced any material impact to the business or operations resulting from information or cybersecurity attacks. However, because of the frequently changing attack techniques, along with the increased volume, persistence and sophistication of the attacks, the Company may be adversely impacted in the future. Because such techniques change frequently or may be designed to remain dormant until a predetermined event and often are not recognized until launched against a target, we may be unable to anticipate these techniques or implement sufficient control measures to defend against these techniques. Once a security incident is identified, we may be unable to remediate or otherwise respond to such an incident in a timely manner. While the Company has policies and procedures in place, including system monitoring and data back-up processes to prevent or mitigate the effects of these potential disruptions or breaches, security breaches and other disruptions to information technology systems could interfere with our operations. Any failure to maintain, or disruption to, our information technology systems, whether as a result of cybersecurity attacks or otherwise, could damage our reputation, subject the Company to legal claims and proceedings or remedial actions, create risks of violations of data privacy laws and regulations, and cause us to incur substantial additional costs. Existing or emerging threats may have an adverse impact on our systems or communications networks and, further, technological enhancements to prevent business interruptions could require increased spending. Furthermore, security breaches pose a risk to confidential data and intellectual property, which could result in damage to our competitiveness and reputation. The costs, potential monetary damages, and operational consequences of responding to cyber incidents and implementing remediation measures may not be covered by any insurance that we may carry from time to time. We cannot predict the degree of any impact that increased monitoring, assessing, or reporting of cybersecurity matters would have on operations, financial conditions and results.

From time to time, we may implement new technology systems or replace and/or upgrade our current information technology systems. These upgrades or replacements may not improve our productivity to the levels anticipated and may subject us to inherent costs and risks associated with implementing, replacing, and updating these systems, including potential disruption of our internal control structure, substantial capital expenditures, demands on management time, and other risks of delays or difficulties in transitioning to new systems or of integrating new systems into other existing systems.

We rely on direct electronic interfaces with some of our key customers, suppliers, and vendors. Cyber security breaches or technology failures at our customers could result in changes to timing and volume of orders. Additionally cyber security breaches or technology failures at our suppliers or vendors could impact the timing or availability of key materials that could negatively impact our ability to deliver products to our customers.

Our operations depend on our manufacturing facilities, which are subject to physical and other risks.

Our operations and those of our customers and suppliers have been and may again be subject to natural disasters, climate change-related events, pandemics, or other business disruptions, which could seriously harm our results of operation and increase our costs and expenses. Some of our manufacturing facilities are located in regions that may experience earthquakes or be impacted by severe weather events, such as increased storm frequency or severity in the Atlantic and fires in hotter and drier climates. These could result in potential damage to our physical assets as well as disruptions in manufacturing activities. Some of our manufacturing facilities are located in areas that may be at risk due to rising sea levels. Moreover, some of our manufacturing facilities are located in areas that could experience decreased access to water due to climate issues, including, but not limited to, our facilities in California.

We are also vulnerable to damage from other types of disasters, including power loss, fire, explosions, floods, communications failures, terrorist attacks, and similar events. Disruptions could also occur due to health-related outbreaks and crises, cyber-attacks, computer or equipment malfunction, accidental or intentional, operator error, or process failures. Should insurance or other risk transfer mechanisms, such as our existing disaster recovery and business continuity plans, be insufficient to recover all costs, we could experience a material adverse effect on our business, results of operations, financial position, and cash flows.

We depend on third-party fabricators and component suppliers to manufacture our hardware, and any disruption in their operations or supply chains could adversely affect our ability to deliver products to our customers.

Heliospace outsources the fabrication of hardware components to third-party manufacturers after translating designs to detailed drawings. We do not maintain an inventory of raw materials or finished goods, and the value we add is primarily through design, engineering, assembly, and testing. While we seek to maintain multiple qualified sources for critical components and conduct quality assurance reviews of incoming materials, we are nonetheless dependent on the performance, capacity, and financial stability of our vendors. Disruptions in third-party fabrication, whether due to supply chain interruptions, vendor financial difficulties, natural disasters, geopolitical events, or quality failures, could delay our deliveries, increase our costs, or cause us to fail to meet contractual milestones, any of which could harm our customer relationships and financial results. Some of the components used in our hardware incorporate relatively scarce raw materials. Although our third-party fabricators have historically been able to procure such materials, we cannot guarantee they will continue to do so in the future. Our failure to maintain an adequate supply of components and materials from third-party fabricators could have a material adverse effect on our business, financial condition, and results of operations.

Our revenue is highly concentrated among a small number of customers, and the loss of, or significant reduction in business from, any key customer could materially adversely affect our financial results.

A significant percentage of our revenue has historically been derived from a small number of customers. Approximately 70% and 75% of our revenue for the fiscal years ended October 31, 2025 and October 31, 2024, respectively, was derived, directly or indirectly, from U.S. government sources, either as a prime contractor or as a subcontractor, and in each such period, more than 67% of our revenue was attributable to three customers. For the nine months ended July 31, 2026, approximately 92% of our revenue was derived from government sources, serviced by only six customers. One prime contractor customer under an indefinite delivery/indefinite quantity (“IDIQ”) contract with NASA accounted for approximately 31% of our revenue in the fiscal year ended October 31, 2025. Additionally, four customers accounted for approximately 94% of our outstanding accounts receivable as of July 31, 2026. Our customers generally have no obligation to renew, upgrade, or expand their agreements with us after the terms of their existing agreements expire. In addition, many of our customer contracts permit the customer to terminate their contracts with us for convenience, for default, or for other reasons specified in our contracts, with notice periods of varying lengths. If one or more of our customers terminate their relationships with us, fail to renew or extend their contracts, significantly reduce the scope of work, or if funding for programs that support our contracts is reduced or eliminated, our revenue could decline substantially and our results of operations would be adversely affected. This adverse impact would be more pronounced for customers that represent a material portion of our revenue or accounts receivable. Our efforts to diversify our customer base and reduce our dependence on government-funded programs may not succeed on a timeline sufficient to offset any such loss, which could have a material adverse effect on our business, financial condition, and results of operations.

Pricing pressures from customers could reduce the demand and/or price for our products and services.

From time to time, we may face pricing pressures from our customers due to factors beyond our control, including liquidity constraints and adverse macroeconomic conditions. If we are unable to respond to pricing pressures or otherwise successfully compete for new business, our revenue growth and operating margins may decline.

If we fail to establish and maintain important relationships with government agencies and prime contractors, our ability to successfully maintain and develop new business could be materially adversely affected.

Our reputation and relationship with the U.S. government are key factors in maintaining and developing new business opportunities. Negative press reports regarding conflicts of interest, poor contract performance, employee misconduct, information security breaches or other aspects of our business, regardless of accuracy, could harm our reputation.

We have contracts with the U.S. government related to classified programs, which may limit investor insight into portions of our business.

We derive a portion of our revenues from programs with the U.S. government and its agencies that are subject to security restrictions (e.g., contracts involving classified information and classified programs), which preclude the dissemination of information and technology that is classified for national security purposes under applicable law and regulation. In general, access to classified information, technology, facilities, or programs requires appropriate personnel security clearances, is subject to additional contract oversight and potential liability, and also requires appropriate facility security clearances and other specialized infrastructure. In the event of a security incident involving classified information, technology, facilities, programs, or personnel holding clearances, we may be subject to legal, financial, operational, and reputational harm. We are limited in our ability to provide information about these classified programs, their risks or any disputes or claims relating to such programs. As a result, investors have less insight into our classified business or our business overall. However, historically the business risks associated with our work on classified programs have not differed materially from those of our other government contracts.

Risks Relating to the Reverse Stock Split

Our reverse stock split may not achieve the intended benefits and could have adverse effects.

We have effected a reverse stock split of our Common Stock at a ratio of 1-for-5. On May 9, 2026, the Board of Directors approved the Reverse Stock Split within the range of 1-for-1.25 to 1-for-5, and on May 11, 2026, holders of approximately 64.70% of the outstanding shares of Common Stock approved the Reverse Stock Split and the related amendment to the Articles of Incorporation by written consent. On July 7, 2026, the Board determined the final ratio of 1-for-5. Prior to effecting the Reverse Stock Split, the Company filed and distributed to shareholders an Information Statement on Schedule 14C and observed the required 20-calendar-day waiting period under Regulation 14C. The Reverse Stock Split became effective on July 20, 2026, the effective date specified in the Articles of Amendment filed with the Florida Department of State. While we expect the Reverse Stock Split to increase the per-share price of our Common Stock and facilitate our Nasdaq listing application, we cannot guarantee that the per-share price will increase proportionately or that it will remain at a level sufficient for the Nasdaq Capital Market to approve our listing application or to maintain a listing following the Reverse Stock Split. In addition, reverse stock splits often lead to short-term price volatility. Additionally, following the Reverse Stock Split, the number of shares reserved for issuance under our 2025 Equity Incentive Plan was reduced proportionately and was subsequently further reduced to 300,000 shares by amendment to the plan, which also eliminated the plan’s automatic annual increase, which could limit our ability to attract and retain employees through equity compensation.

Following the reverse stock split, our stock price may fail to satisfy the Nasdaq minimum bid price requirement.

Even after the reverse stock split, there is no guarantee that the per-share market price of our Common Stock will meet the minimum bid price requirement of the Nasdaq Capital Market ($4.00 per share at time of listing) or that it will remain at that level following our listing. If our stock price declines below the applicable minimum bid price, we may be subject to delisting procedures.

Risks Relating to Our Common Stock and This Offering

Our application for listing on the Nasdaq Capital Market has been submitted but may not be approved, in which case we will not consummate the primary offering.

Consummation of the primary offering described herein is conditioned upon our Common Stock being approved for listing on the Nasdaq Capital Market. We have submitted a listing application; however, there can be no assurance that our application will be approved or that we will be able to satisfy all applicable listing requirements. If our application is not approved or we are unable to satisfy the listing requirements, we will not consummate the primary offering.

As the offering price is substantially higher than our net tangible book value per share, you will experience immediate and substantial dilution.

If you purchase Common Stock in this offering, you will pay more for your shares of Common Stock than the amount paid by our existing stockholders for their shares on a per share basis. As a result, you will experience immediate and substantial dilution in net tangible book value per share in relation to the price that you paid for your shares. We expect the dilution as a result of the offering to be $3.84 per share to new investors purchasing our shares of Common Stock in this offering, based on an assumed initial offering price $4.50, which is the midpoint of the price range set forth on the cover page of this prospectus. In addition, you will experience further dilution to the extent that our shares are issued upon the exercise of any warrants, including the Representative Warrants or exercise of stock options under any stock incentive plans. See “Dilution” for a more complete description of how the value of your investment in our shares will be diluted upon completion of this offering.

You may experience significant dilution from the conversion of outstanding convertible instruments.

In addition to dilution from the primary offering, investors will experience significant additional dilution from:

The cumulative effect of all of the foregoing could result in substantial dilution to investors purchasing shares in this offering. The actual amount of dilution will depend on, among other things, the reverse stock split ratio, the market price of our Common Stock at the time of conversion or exercise of the applicable instruments, and the number of shares sold in this offering. For a more detailed discussion of the dilution you will experience as a result of this offering, see “Dilution.”

Future sales or conversion of our Common Stock or other securities could depress the market price of our Common Stock.

Future sales in the public market of shares of our Common Stock, or securities convertible into or exchangeable or exercisable for shares of Common Stock, or the perception by the market that these sales could occur, could lower the market price of our Common Stock and make it more difficult for us to sell equity securities in the future at a time and at a price that we deem appropriate. Sources of potential future sales include: (i) shares sold in the primary offering; (ii) the 52,640 shares issued to FirstFire upon the cashless exercise of the FirstFire Warrant on March 12, 2026; (iii) the 15,000 Commitment Shares previously issued to FirstFire; (iv) shares issuable upon conversion of other outstanding convertible notes, including notes issued to CFI Capital, GS Capital Partners, and Quick Capital; (v) shares issuable upon conversion of the Series A, Series B, Series C, and Series D Preferred Stock; (vi) shares issuable upon exercise of the Representative Warrants; and (vii) shares held by our existing stockholders, including shares issued to our officers and directors, upon expiration of the applicable lock-up period. Additionally, up to 100,000 shares of our Common Stock may become eligible for sale pursuant to the Wolf Settlement Agreement dated April 27, 2026, including 45,000 shares currently held in book entry for Wolf’s benefit and up to 55,000 shares expected to be transferred to Wolf from Joseph T. Pitman, our former Chief Technology Officer and former Director, subject to negotiated leak-out limitations, under which Wolf’s daily sale limit is currently 25% of aggregate daily trading volume. These sales, or the possibility that these sales may occur, could have a material adverse effect on the market price of our Common Stock.

Of the remaining outstanding shares of Common Stock held by our existing shareholders after this offering, substantially all will be deemed restricted securities within the meaning of Rule 144 and may, subject to certain exceptions, be sold in the public market only if registered or if they qualify for an exemption from registration, including under Rule 144 under the Securities Act. Our executive officers, directors, and holders of 5% or more of our outstanding Common Stock (and all holders of securities exercisable for or convertible into shares of Common Stock) have agreed, subject to certain customary exceptions, not to sell or otherwise dispose of shares of our Common Stock for a period of six months following the closing of this offering, without the prior written consent of the Representative. The Representative, in its sole discretion and at any time without notice, may release all or any portion of the shares or securities subject to any such lock-up agreements. Upon expiration of the applicable lock-up period, a significant number of additional shares may become available for sale, which could adversely affect the market price of our Common Stock. See “Shares Eligible for Future Sale” and “Underwriting” for additional information.

Our stock price may be volatile and purchasers of our Common Stock could incur substantial losses.

The market price of our Common Stock may be highly volatile and may fluctuate or decline substantially as a result of a variety of factors, many of which are beyond our control, including:

The stock market in general has experienced significant price and volume fluctuations that have often been unrelated or disproportionate to operating performance of individual companies, particularly following a public offering of a company with a small public float. There is the potential for rapid and substantial price volatility of our Common Stock following this offering. These broad market factors may seriously harm the market price of our Common Stock, regardless of our actual or expected operating performance and financial condition or prospects, which may make it difficult for investors to assess the rapidly changing value of our Common Stock.

If securities or industry analysts do not publish research or publish inaccurate or unfavorable research about our business, the market price for the shares and trading volume could decline.

The trading market for our Common Stock will depend in part on the research and reports that securities or industry analysts publish about us or our business. If research analysts do not establish and maintain adequate research coverage or if one or more of the analysts who covers us downgrades our Common Stock or publishes inaccurate or unfavorable research about our business, the market price for our Common Stock would likely decline. If one or more of these analysts cease coverage of our company or fail to publish reports on us regularly, we could lose visibility in the financial markets, which, in turn, could cause the market price or trading volume for our Common Stock to decline.

Our principal shareholders will continue to have significant influence over corporate actions.

Our founders, executive officers, directors and director nominees, together with our Chief Engineer and our Chief Scientist (each a former director), in the aggregate, beneficially own 3,607,485 shares of Common Stock, equal to approximately 67.24% of shares outstanding as of October 16, 2026, based on 5,365,008 shares of Common Stock outstanding (post-split). Significant individual holdings include Paul S. Turin (Chief Engineer and former director), who beneficially owns 1,546,048 shares (28.82%), Gregory T. Delory (Chief Technology Officer and Director), who beneficially owns 1,104,556 shares (20.59%), and Edward Cabrera (Chief Executive Officer and Chairman), who beneficially owns 763,837 shares (14.24%). All share counts give effect to the 1-for-5 Reverse Stock Split and are stated on a post-split basis; ownership percentages are unaffected by the Reverse Stock Split. Upon the completion of this offering, these shareholders as a group will hold approximately 48.98% of shares outstanding (post-split), assuming no exercise by the underwriters of their over-allotment option and no exercise by the representative of the Representative Warrants. These shareholders currently have, and likely will continue to have, significant influence with respect to the election of our board of directors and approval or disapproval of all significant corporate actions. The concentrated voting power of these shareholders could have the effect of delaying or preventing an acquisition of the Company or another significant corporate transaction.

The Company’s founders, directors and executive officers currently own a majority of the Company and will continue to hold a significant percentage of our Common Stock following this offering

Additionally, the holdings of the Company’s directors and executive officers may increase in the future upon vesting or other maturation of exercise rights under any of the options or warrants they may hold or in the future be granted or if they otherwise acquire additional interest in the Company. The interests of such persons may differ from the interests of the Company’s other shareholders, including purchasers of securities in the offering. As a result, in addition to their board seats and offices, such persons will have significant influence over corporate actions requiring shareholder approval, , and may be able to determine their outcome, particularly if other shareholders do not vote or vote in different ways, including purchasers in the offering, may vote, including the following actions:

Such persons’ ownership may discourage a potential acquirer from making a tender offer or otherwise attempting to obtain control of the Company, which in turn could reduce the Company’s stock price or prevent the Company’s shareholders from realizing a premium over the Company’s stock price.

The Company has broad discretion in how the Company will use the net proceeds of this offering, and may not use them effectively.

Our management will have broad discretion in the application of the net proceeds from this offering, including for any of the currently intended purposes described in the section entitled “Use of Proceeds.” Because of the number and variability of factors that will determine our use of the net proceeds from this offering, their ultimate use may vary substantially from their currently intended use. Our management may not apply our cash from this offering in ways that ultimately increase the value of any investment in our securities or enhance stockholder value. The failure by our management to apply these funds effectively could harm our business. Pending their use, we may invest the net proceeds from this offering in short-term, investment-grade, interest-bearing securities. These investments may not yield a favorable return to our stockholders. If we do not invest or apply our cash in ways that enhance stockholder value, we may fail to achieve expected financial results, which may result in a decline in the price of our shares of common stock and, therefore, may negatively impact our ability to raise capital, invest in or expand our business, acquire additional products or licenses, commercialize our product, or continue our operations.

Our potential future earnings and cash distributions to our stockholders may affect the market price of our securities.

Generally, the market price of our securities may be based, in part, on the market’s perception of our growth potential and our current and potential future cash distributions, whether from operations, sales, acquisitions or refinancings, and on the value of our businesses. For that reason, our securities may trade at prices that are higher or lower than our net asset value per share. Should we retain operating cash flow for investment purposes or working capital reserves instead of distributing the cash flows to our stockholders, the retained funds, while increasing the value of our underlying assets, may materially adversely affect the market price of our securities. Our failure to meet market expectations with respect to earnings and cash distributions and our failure to make such distributions, for any reason whatsoever, could materially adversely affect the market price of our securities.

Were our securities to be considered a penny stock, and therefore become subject to the penny stock rules, U.S. broker-dealers may be discouraged from effecting transactions in our securities.

Our securities may be subject to the penny stock rules under the Exchange Act. The SEC rules define a “penny stock,” as any equity security that has a market price of less than $5.00 per share or with an exercise price of less than $5.00 per share, subject to certain exceptions. For any transaction involving a penny stock, unless exempt, broker-dealers that derive more than 5% of their customer transaction revenues from transactions in penny stocks are required to deliver a standardized risk disclosure document that provides information about penny stocks, and the nature and level of risks in the penny stock market, to any non-institutional customer to whom the broker-dealer recommends a penny stock transaction. The broker-dealer must also provide the customer with the current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson and monthly account statements showing the market value of each penny stock held in the customer’s account. The bid and offer quotations and the broker-dealer and salesperson compensation information must be given to the customer orally or in writing before completing the transaction and must be given to the customer in writing before or with the customer’s confirmation. In addition, the penny stock rules require that before a transaction, the broker and/or dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written agreement to the transaction. The transaction costs associated with penny stocks are high, reducing the number of broker-dealers who may be willing to engage in the trading of our securities. These additional penny stock disclosure requirements are burdensome and may reduce all the trading activity in the market for our securities. As long as our securities are subject to the penny stock rules, the holders of our securities may find it more difficult to sell their securities and cause a decline in the market value of our stock.

Our listing on Nasdaq Capital Market will subject us to more rigorous corporate governance and compliance requirements than those currently applicable to us as an OTC-quoted reporting company, and the associated costs and management burdens may adversely affect our business.

We are currently a reporting company subject to the informational and reporting requirements of the Exchange Act and our common stock is quoted on the OTCID marketplace. While we already comply with the SEC reporting requirements applicable to reporting companies generally, listing on the Nasdaq Capital Market will impose additional corporate governance obligations that do not currently apply to OTC-quoted companies. In particular, the Nasdaq corporate governance listing standards require, among other things, that a majority of our board of directors consist of independent directors, that we maintain an audit committee comprised of at least three independent directors satisfying the requirements of Rule 10A-3 under the Exchange Act, a compensation committee of independent directors, and a nominating and governance function. While we have taken initial steps to establish these committees in anticipation of our listing application, we cannot assure you that we will maintain compliance with all applicable Nasdaq governance requirements on an ongoing basis. Compliance with these requirements, together with the increased investor scrutiny and market expectations associated with exchange listing, will require additional legal, accounting, and investor relations resources, as well as payment of annual Nasdaq listing fees and potential increases in directors’ and officers’ liability insurance premiums. Our management will be required to devote substantial additional time to these expanded corporate governance and compliance obligations, which may divert attention and resources away from our core business operations and adversely affect our results of operations.

We are an “emerging growth company,” and the reduced reporting requirements applicable to emerging growth companies may make our Common Stock less attractive to investors.

We are an “emerging growth company,” as defined in the Jumpstart Our Business Startups Act (the “JOBS Act”). For as long as we continue to be an emerging growth company, we may take advantage of exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies, including exemption from compliance with the auditor attestation requirements of Section 404, reduced disclosure obligations regarding executive compensation and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. We will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the closing of our initial public offering, (b) in which we have total annual gross revenue of at least $1.235 billion or (c) in which we are deemed to be a large accelerated filer, which means the market value of our Common Stock held by non-affiliates exceeds $700 million as of the end of our prior second fiscal quarter and (2) the date on which we have issued more than $1.0 billion in non-convertible debt during the prior three-year period.

In addition, under the JOBS Act, emerging growth companies may delay adopting new or revised accounting standards until such time as those standards apply to private companies. We may elect not to avail ourselves of this exemption from new or revised accounting standards and, therefore, may be subject to the same new or revised accounting standards as other public companies that are not emerging growth companies.

We cannot predict if investors will find our Common Stock less attractive because we may rely on these exemptions. If some investors find our Common Stock less attractive as a result, there may be a less active trading market for our Common Stock and our share price may be more volatile.

Our Board will be authorized to issue and designate shares of our Preferred Stock in additional series without stockholder approval.

Our Articles of Incorporation, as amended, in conjunction with our Bylaws, authorize our Board, without the approval of our stockholders, to issue up to 20 million shares of our Preferred Stock, subject to limitations prescribed by applicable law, rules and regulations and the provisions of our Articles of Incorporation, as shares of Preferred Stock in one or more series, to establish from time to time the number of shares to be included in each such series and to fix the designation, powers, preferences and rights of the shares of each such series and the qualifications, limitations, or restrictions thereof. The powers, preferences and rights of these additional series of Preferred Stock may be senior to or on parity with our Common Stock, which may reduce its value.

Our management may use the proceeds of this offering in ways with which you may disagree or that may not be profitable.

Although we anticipate using the net proceeds from this offering as described under “Use of Proceeds,” we will have broad discretion as to the application of the net proceeds and could use them for purposes other than those contemplated by this offering. You may not agree with the manner in which our management chooses to allocate and use the net proceeds. Our management may use the proceeds for corporate purposes that may not increase our profitability or otherwise result in the creation of stockholder value. In addition, pending our use of the proceeds, we may invest the proceeds primarily in instruments that do not produce significant income or that may lose value.

We have never paid or declared any cash dividends on our Common Stock and we do not anticipate paying any cash dividends on our Common Stock in the foreseeable future.

We intend to retain all available funds and any future earnings to fund the development and expansion of our business. Any future determination to pay dividends will be at the discretion of our Board of Directors and will depend upon a number of factors, including our results of operations, financial condition, future prospects, contractual restrictions, restrictions imposed by applicable law, and other factors our Board of Directors deems relevant.

Risks Related to Legal Matters

We could be subject to securities class action litigation.

In the past, securities class action litigation has often been brought against companies following a decline in the market price of their securities. This risk is especially relevant for us because technology companies have experienced significant share price volatility in recent years. If we face such litigation, it could result in substantial costs and a diversion of management’s attention and resources, which could harm our business.

Our Amended and Restated Bylaws provide that the state courts of Florida or the federal district court for the Middle District of Florida will be the exclusive forum for certain litigation which may limit an investor’s or shareholder’s ability to obtain a favorable judicial forum for disputes with us.

Our Amended and Restated Bylaws (“Bylaws”) provide that unless the Company consents in writing to the selection of an alternative forum, the state courts of Florida (or if a state court within the state of Florida does not have jurisdiction the federal courts for the Middle District of Florida) will be the sole and exclusive forum for any and all legal proceedings concerning (a) any derivative action or proceeding brought on behalf of the Company; (b) any action asserting a claim of breach of a fiduciary duty owed by any current or former directors, officers or other employees of the Company to the Company or the Company’s shareholders; (c) any action arising pursuant to any provision of the Florida Business Corporation Act or our Articles of Incorporation or Bylaws (as either may be amended from time to time); or (d) any other action asserting a claim governed by the internal affairs doctrine.

This exclusive forum provision may limit an investor’s or shareholder’s ability to choose its preferred judicial forum for disputes with us or our directors, officers, employees or agents and limit a shareholder’s ability to bring a claim in a judicial forum it finds favorable, which may discourage the filing of lawsuits with respect to such claims. This exclusive forum provision may cause an investor or shareholder to incur additional costs for travel, attorney’s fees or other litigation cost, and the designated courts may reach different judgments or results than other courts.

The state forum provision may not apply to any causes of action arising under the Securities Act or the Exchange Act. There is uncertainty as to whether a court would enforce our exclusive forum provisions related to Securities Act claims. Investors cannot waive compliance with the federal securities laws and the rules and regulations thereunder.

If a court were to find this exclusive forum provision to be inapplicable or unenforceable in an action, we may incur additional costs associated with resolving such action in another jurisdiction, which could adversely affect our business and financial condition.

Our Amended and Restated Bylaws provide that U.S federal district courts shall be the exclusive forum for litigation against us or any director, officer or other employee or agent of ours arising under the Securities Act, which may limit an investor’s or shareholder’s ability to obtain a favorable judicial forum for disputes with us.

Article 8.2 of our Amended and Restated Bylaws provide that unless the Company consents in writing to the selection of an alternative forum, the U.S. federal district courts shall be the exclusive forum for the resolution of any complaint asserting a cause of action against the Company or any director, officer, other employee or agent of the Company arising under the Securities Act.

There is uncertainty as to whether a court would enforce our exclusive forum provisions related to Securities Act claims. Investors cannot waive compliance with the federal securities laws and the rules and regulations thereunder. If a court were to find this exclusive forum provision to be inapplicable or unenforceable in an action, we may incur additional costs associated with resolving such action in another jurisdiction, which could adversely affect our business and financial condition.

Risks Relating to Technology and Intellectual Property

Our products and technologies are subject to U.S. export control laws and regulations, including the International Traffic in Arms Regulations (“ITAR”) and the Export Administration Regulations (“EAR”), and non-compliance could result in significant civil or criminal penalties, loss of export privileges, and reputational harm.

As an aerospace company that develops and delivers space-qualified hardware and systems for NASA and other government and commercial customers, many of our products and technologies are or may be subject to ITAR, administered by the U.S. Department of State, and/or EAR, administered by the U.S. Department of Commerce. We are required to register with the Directorate of Defense Trade Controls (“DDTC”), obtain required export licenses prior to any transfer of controlled technology to foreign persons or entities, and maintain ongoing compliance programs including employee training and cybersecurity measures to protect ITAR-controlled data. We are also required to evaluate each new contract involving activities or technology transfers in the space domain on an individual basis, as the applicable legal framework varies by customer, counterparty, and jurisdiction. The cost and complexity of compliance with these requirements is ongoing and can be significant. Although we believe we have been in compliance with applicable export control requirements, there can be no assurance that we will at all times be fully compliant or that our employees, contractors, or business partners will not inadvertently violate these requirements. Any failure to comply with ITAR or EAR could result in the suspension or revocation of our export privileges, significant fines and civil or criminal penalties, and reputational damage that could impair our ability to compete for government contracts, all of which could have a material adverse effect on our business, financial condition, and results of operations.

We have no registered patents, copyrights, or trademarks; our proprietary technologies are protected only by trade secrets and contractual arrangements that may not provide adequate protection; and U.S. government FAR data rights clauses may further limit our ability to commercialize technologies developed under government contracts.

The Company has no registered patents, copyrights, or trademarks. Our proprietary products and processes are maintained as trade secrets, protected through non-disclosure agreements, allocation of rights agreements, and employee proprietary information and inventions agreements. Trade secret protection is inherently limited because it depends on maintaining the secrecy of the underlying information. If our employees, contractors, or other parties breach their confidentiality obligations, or if our trade secrets are otherwise disclosed or independently discovered by competitors, our competitive position could be materially harmed.

Additionally, substantially all of our current revenue is derived from contracts with the U.S. government and prime contractors that flow down FAR data rights requirements. Under the applicable FAR “rights in data” clauses, we claim only limited rights to key technologies on a case-by-case basis. As a result, the U.S. government may have the right to use, reproduce, release, perform, display, or disclose technical data and computer software developed under our contracts, and may authorize others to do so, including our competitors, without compensation to us. This exposure is particularly significant for technologies developed under our SBIR awards and other NASA-funded programs. While we seek to negotiate appropriate data rights protections on a contract-by-contract basis, we may not always be successful in doing so. To the extent our commercially valuable innovations are developed wholly or in part under government funding, our ability to protect and commercialize those technologies for non-government applications (including our Space Based Solar Power initiative) may be limited.

Our inability to adequately protect our proprietary technology - whether through the inherent limitations of trade secret protection or the government’s rights under FAR data rights clauses - could allow competitors to replicate our innovations, erode our competitive advantages, impair our competitive position, reduce the value of our technology assets, and have a material adverse effect on our business, financial condition, and results of operations.

Cybersecurity threats, including ransomware attacks, data breaches, and intrusions by nation-state actors, pose a material risk to our operations, and any significant cybersecurity incident could disrupt our business, compromise our proprietary technology and sensitive government-related data, and result in significant liability and reputational harm.

As an aerospace company that develops and delivers space-qualified hardware and systems for NASA and other government customers, we maintain sensitive technical data, proprietary engineering information, and in some cases data subject to ITAR or classified handling requirements. We rely on information technology systems to process, transmit, store, and protect this information, and we depend on a third-party vendor to assist with network security monitoring and cybersecurity risk management. Despite these measures, our security controls may not prevent all disruptions, unauthorized access attempts, malware or ransomware incidents, data breaches, or other cyber-attacks. Because of the frequently changing nature of attack techniques, including attacks designed to remain dormant until triggered, we may be unable to anticipate or defend against sophisticated threats in a timely manner. A successful cyber-attack that compromises our proprietary technical data or engineering processes could allow competitors to replicate our innovations, degrade our competitive position, expose us to legal liability, and damage customer and government relationships. The costs of responding to any such incident, implementing remediation measures, and managing any resulting legal proceedings may not be fully covered by insurance and could have a material adverse effect on our business, financial condition, and results of operations. To date, the Company has not experienced any material cybersecurity incident; however, there can be no assurance that we will not be adversely impacted in the future.

Our Space Based Solar Power initiative is at an early stage of development, involves significant technological and commercial uncertainty, and may never be successfully commercialized.

A core element of our growth strategy is the development of Space Based Solar Power (“SBSP”), which involves deploying solar collection systems in orbit and transmitting energy wirelessly to Earth. We are currently in the early stages of developing the enabling technologies, including our HelioSat advanced deployable system, and we intend to demonstrate an initial in-space SBSP system by 2030. SBSP technology has not yet been demonstrated at commercial scale anywhere in the world, and the path to commercialization involves substantial engineering challenges, regulatory requirements, and capital investment that may not be achievable on the timelines we anticipate or at all. Our ability to develop SBSP technology will depend on, among other things: our ability to secure additional financing; the continued availability of government SBIR funding and support; successful development of advanced deployable structures, wireless power transmission systems, and related technologies; resolution of applicable space law, spectrum allocation, and regulatory issues; and achievement of a commercially viable levelized cost of energy. Many of these factors are outside our control. In addition, larger and better-capitalized competitors, including established aerospace and energy companies, may develop competing SBSP solutions that are more technologically advanced or less costly than ours. If we are unable to successfully develop and commercialize SBSP technology, a significant portion of our anticipated long-term growth potential would be unrealized, which could have a material adverse effect on our business, financial condition, and results of operations.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

We make forward-looking statements under the “Summary,” “Risk Factors,” “Business,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and in other sections of this prospectus. In some cases, you can identify these statements by forward-looking words such as “may,” “might,” “aim,” “should,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” “will” or “continue,” and the negative of these terms and other comparable terminology. These forward-looking statements, which are subject to known and unknown risks, uncertainties, and assumptions about us, may include projections of our future financial performance based on our growth strategies and anticipated trends in our business. These statements are only predictions based on our current expectations and projections about future events. There are important factors that could cause our actual results, level of activity, performance, or achievements to differ materially from the results, level of activity, performance, or achievements expressed or implied by the forward-looking statements, including, but not limited to:

While we believe we have identified material risks, these risks and uncertainties are not exhaustive. Other sections of this prospectus describe additional factors that could adversely impact our business and financial performance. Moreover, we operate in a very competitive and rapidly changing environment. New risks and uncertainties emerge from time to time and it is not possible to predict all risks and uncertainties, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements.

Although we believe the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, level of activity, performance, or achievements. Moreover, neither we nor any other person assumes responsibility for the accuracy or completeness of any of these forward-looking statements. You should not rely upon forward-looking statements as predictions of future events. We are under no duty to update any of these forward-looking statements after the date of this prospectus to conform our prior statements to actual results or revised expectations and we do not intend to do so.

You should read this prospectus and the documents that we reference in this prospectus and have filed with the SEC as exhibits to the registration statement of which this prospectus is a part with the understanding that our actual future results, levels of activity, performance and events and circumstances may be materially different from what we expect.

We caution you not to place undue reliance on the forward-looking statements, which speak only as of the date of this prospectus.

USE OF PROCEEDS

Primary Offering Proceeds

We estimate that the net proceeds from the primary offering will be approximately $7.993 million, after deducting underwriting discounts of 7% of gross proceeds, a non-accountable expense allowance of 1% of gross proceeds, and estimated offering expenses of approximately $286,202, and assuming no exercise of the over-allotment option. We do not currently know the final number of shares to be sold or the public offering price per share, both of which will be determined upon Nasdaq listing and by agreement with the Representative. Less than five percent of the net offering proceeds, excluding underwriting compensation, will be used to repay loans or credit facilities extended by, or otherwise directed to, Edward Cabrera, any participating FINRA member, its affiliates and associated persons, in the aggregate.

We currently expect to use the net proceeds from the primary offering for the following purposes:

Amounts and timing of our actual expenditures will depend upon a number of factors, including demand for our products, operating costs, debt repayment obligations, and other factors described under “Risk Factors.” Accordingly, our management will have flexibility in applying the net proceeds from this primary offering. An investor will not have the opportunity to evaluate the economic, financial, or other information on which we base our decisions on how to use the proceeds.

Pending our application of the net proceeds, we plan to invest such proceeds in short-term, investment-grade, interest-bearing securities and depository institutions.

DIVIDEND POLICY

We have never paid or declared any cash dividends on our Common Stock and we do not anticipate paying any cash dividends on our Common Stock in the foreseeable future. We intend to retain all available funds and any future earnings to fund the development and expansion of our business. Any future determination to pay dividends will be at the discretion of our Board of Directors and will depend upon a number of factors, including our results of operations, financial condition, future prospects, contractual restrictions, restrictions imposed by applicable law, and other factors our Board of Directors deems relevant.

CAPITALIZATION

The following table sets forth our cash and cash equivalents and capitalization as of July 31, 2026:

The as adjusted information below is illustrative only, and our capitalization following the completion of this offering will be adjusted based on the actual initial public offering price and other terms of this offering determined at pricing.

You should read this table in conjunction with the information contained in “Use of Proceeds,” “Description of Securities” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” as well as our financial statements and related notes thereto included elsewhere in this prospectus.

The above table excludes shares issuable under outstanding options, other convertible notes, the Representative Warrants, and the Series D Preferred Stock conversion shares. The actual column is presented as of July 31, 2026 and does not give effect to transactions occurring after July 31, 2026. The pro forma as-adjusted column additionally gives effect to the primary offering at an assumed offering price of $4.50 per share, after deducting underwriting discounts and commissions and estimated offering expenses. Notes payable - Other includes notes payable of $750,500 (current $680,500 and non-current $70,000) and convertible notes payable, net of unamortized debt discount, of $202,930. The common stock actual column amount of $9,078,778 represents the combined total of common stock ($8,978,803) and additional paid-in capital ($99,975) as presented in the July 31, 2026 balance sheet.

DILUTION

If you invest in our Common Stock in this offering, your interest will be immediately diluted to the extent of the difference between the initial public offering price per share of Common Stock in this offering and the pro forma as adjusted net tangible book value per share of Common Stock after this offering. Dilution results from the fact that the initial public offering price per share is substantially in excess of the net tangible book value per share of Common Stock. As of July 31, 2026, we had a historical net tangible book value (deficit) of $(3,141,834), or approximately $(0.59) per common share (post-split), based on 5,190,024 shares of Common Stock outstanding. Our net tangible book value (deficit) per share represents total tangible assets less total liabilities, divided by the number of shares of Common Stock outstanding on July 31, 2026. All share counts and per-share figures in this section give effect to the 1-for-5 Reverse Stock Split and are presented on a post-split basis.

Our pro forma net tangible book value as of July 31, 2026, and giving effect to the offering of 2,000,000 shares of our Common Stock (post-split) and the application of proceeds therefrom and giving effect to estimated underwriting discounts and expenses payable by us in this offering, would have been $4,851,530, or $0.65 per share of Common Stock (post-split), based on an assumed public offering price of $4.50 per share (post-split), which is the midpoint of the estimated price range per share set forth on the cover page of this prospectus. Pro forma net tangible book value per share represents total tangible assets less total liabilities, divided by the number of shares to be issued and outstanding immediately after this offering as shown above, assumes that all shares offered hereby are sold and no exercise by the underwriters of their over-allotment option to purchase additional shares.

Assuming the number of shares of Common Stock offered by us, as set forth on the cover page of this prospectus, remains the same, after deducting the underwriting discount and estimated offering expenses payable by us, a $1.00 increase in the assumed initial public offering price of $4.50 per share, which is the midpoint of the estimated price range per share set forth on the cover page of this prospectus, would increase the pro forma tangible book value attributable to new investors purchasing shares in this offering by $3.93 per share and increase the dilution to new investors by $2.15 per share.

Assuming the number of shares of Common Stock offered by us, as set forth on the cover page of this prospectus, remains the same, after deducting the underwriting discount and estimated offering expenses payable by us, a $1.00 decrease in the assumed initial public offering price of $4.50 per share, which is the midpoint of the estimated price range per share set forth on the cover page of this prospectus, would decrease the pro forma tangible book value attributable to new investors purchasing shares in this offering by $0.99 per share and decrease the dilution to new investors by $3.09 per share.

The following table summarizes, on the pro forma as adjusted basis described above, the differences between the number of shares of Common Stock purchased from us, the total consideration paid to us, and the average price per share paid by existing stockholders and by new investors. As the table shows, new investors purchasing shares of our Common Stock in this offering will pay an average price per share substantially higher than our existing stockholders paid. The table below assumes an initial public offering price of $4.50 per share (post-split), which is the midpoint of the estimated price range per share set forth on the cover page of this prospectus, for shares purchased in this offering and excludes underwriting discount and estimated offering expenses payable by us:

If the underwriters were to exercise their over-allotment option to purchase additional shares of our Common Stock from us in full, the percentage of shares of our Common Stock held by existing stockholders who are directors, officers, or affiliated persons as of October 16, 2026 would be approximately 47% and the percentage of shares of our Common Stock held by new investors would be approximately 30%.

Assuming the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same, a $1.00 increase (decrease) in the assumed initial public offering price of $4.50 per share, which is the midpoint of the estimated price range set forth on the cover page of this prospectus, would increase (decrease) total consideration paid by new investors and total consideration paid by all stockholders by approximately $2,000,000.

To the extent that we grant options to our employees in the future and those options are exercised or other issuances of Common Stock are made, there will be further dilution to new investors. In addition, the above discussion and tables do not account for additional potential dilution from: (i) the conversion of the Series A, Series B, Series C, or Series D Preferred Stock; (ii) the conversion of other outstanding convertible notes issued to CFI Capital, GS Capital Partners, and Quick Capital; (iii) the exercise of outstanding employee stock options (89,168 options, post-split); and (iv) the Representative Warrants issued to the underwriter. Each of these instruments could result in significant further dilution to new investors. Except as otherwise indicated, the above discussion and tables are based on 7,365,008 shares of our Common Stock outstanding (post-split), reflecting 5,365,008 shares outstanding as of October 16, 2026 (as adjusted to give effect to the 1-for-5 Reverse Stock Split), and the 2,000,000 shares offered hereby, and assumes that all shares offered hereby are sold and no exercise by the underwriters of their over-allotment option to purchase additional shares.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our consolidated financial statements and related notes thereto included elsewhere in this prospectus. This discussion contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those discussed below. Factors that could cause or contribute to such differences include, but are not limited to, those identified below and those discussed in the section entitled “Risk Factors.” The following discussion covers the fiscal year ended October 31, 2025 compared to the fiscal year ended October 31, 2024, as well as the three and nine months ended July 31, 2026 compared to the three and nine months ended July 31, 2025.

Overview of Operations

Heliospace, our wholly owned subsidiary, is an aerospace company specializing in the design, engineering, assembly and test of space flight qualified hardware, providing systems engineering, modeling, analysis, integration and test services to customers in government, commercial, private and non-profit markets. Heliospace designs, fabricates, assembles and tests space qualified hardware, including radar antennas for the NASA Europa Clipper mission, the antennas for the SunRISE CubeSat constellation, and deployable systems and sensors for numerous lunar landers and the Mars Sample Return program. Heliospace also provides systems engineering, integration and test, and mission formulation services, including support for the design, testing, and launch of the James Webb Space Telescope, formulation and design of the Roman Space Telescope, Habworlds Observatory, Mars Sample Return, and the Atmospheric Observing System.

In January 2024, via a share exchange accounted for as a reverse acquisition, Web3 Corporation, a Florida corporation that was originally incorporated under the name Stirling Bridge Group, Inc. and was a specialized small business venture lender, acquired 100% of the stock of Heliospace, and changed its name from Web3 Corporation to Helio Corporation (the “Business Combination”). Heliospace was the accounting acquirer in the Business Combination and was determined to be the sole predecessor of Helio Corporation. Accordingly, this discussion and analysis, and the condensed consolidated financial statements included elsewhere in this Quarterly Report, reflect the financial condition and results of operations of Helio Corporation and its sole consolidated subsidiary, Heliospace, after the Business Combination and of Heliospace prior to the Business Combination.

Trends, Events, and Uncertainties

Government Budget Uncertainty and Proposed NASA Cuts

A significant portion of our revenue is derived from contracts with the U.S. federal government, including through NASA, where our subsidiary, Heliospace, provides mission-critical components and engineering services for science and exploration missions. Accordingly, our financial condition and results of operations are influenced by trends in federal discretionary spending, particularly in space science and technology programs.

One key emerging trend is the proposed shift in federal budget priorities under the Trump administration. In April 2025, the administration released its draft budget proposal for fiscal year 2026, which recommends a significant reduction in overall discretionary spending, including an approximately 50% cut to NASA’s Science Mission Directorate. If enacted, this proposal would reduce funding for core science programs such as astrophysics, heliophysics, Earth science, and planetary science—areas directly aligned with Heliospace’s technical capabilities and historical contract activity.

Although this proposal remains subject to Congressional negotiation and approval, the magnitude of the proposed cuts and the administration’s stated intent to reprioritize government resources away from space science programs present a material uncertainty for our future growth. Any resulting reduction, delay, or cancellation of NASA programs could reduce the number of available contracts, increase competition for limited awards, and adversely impact our future revenue and profitability.

In addition, broader fiscal challenges at the federal level—such as the rising national debt, persistent budget deficits, and the risk of government shutdowns or extended continuing resolutions—could result in delays to contract funding or payments, reduced availability of new program opportunities, and increased uncertainty in long-term planning. These macroeconomic pressures may also negatively affect private sector customers that rely on or benefit from government-funded space and research initiatives.

As we execute our expansion plans, we have continued to pursue and acquire additional revenue from private, commercial, and defense department sources., However, these plans are subject to risks and uncertainties, and there can be no assurance that they will succeed or fully offset the effects of any reduction in government spending.

Note Defaults

As of July 31, 2026, the Company was not in default under any of its outstanding promissory notes.

During fiscal year 2026 and subsequent to July 31, 2026, the Company completed multiple financing transactions to support its liquidity needs (see Notes 6, 13, and 14).

These notes bear interest at rates generally ranging from approximately 6% to 12% per annum (subject to higher default rates) and have maturities ranging from October 2026 through July 2027. The proceeds from these financings were used for working capital and general corporate purposes.

Debt Obligations and Contractual Commitments

As of July 31, 2026, the Company had outstanding debt from unrelated parties under notes payable with an aggregate principal balance of $750,500. These notes bear interest at rates of 6.00% and 12.00% per annum and mature within the next two fiscal years. Certain of these notes are secured by the Company’s accounts receivable and by shares of common stock pledged by a shareholder, and certain notes permit acceleration upon the occurrence of specified events.

The Company’s ability to service its debt obligations will depend on its future operating performance and its ability to obtain additional financing.

Revenue Decline

Revenue has declined over the past several fiscal periods. Revenue for the fiscal year ended October 31, 2025 decreased by 44% to $3,875,793 from $6,891,223 for the fiscal year ended October 31, 2024, which itself reflected a decline of approximately 25% from $9,209,329 in fiscal year 2023. Contributing factors to the FY2025 decline include continuing budget cuts to NASA programs enacted by the current administration, combined with the extended government shutdown, which reduced the overall volume of work available to us. During the fiscal year ended October 31, 2025, we serviced eleven customers-two direct government customers, four private or commercial customers, three nonprofit customers for whom we manufactured products as a subcontractor for their government customer, and two commercial customers whose source of funds was private investment-compared to thirteen customers during fiscal year 2024. For the nine months ended July 31, 2026, revenue declined 54% to $1,543,492 from $3,384,423 for the nine months ended July 31, 2025, and for the three months ended July 31, 2026, revenue declined 25% to $590,626 from $784,587 for the three months ended July 31, 2025. During the nine months ended July 31, 2026, we serviced six customers—one government customer, one public company, three nonprofit or not-for-profit customers under government contracts, and one private customer—compared to eleven customers for the nine months ended July 31, 2025. This continued and accelerating contraction in our customer base, combined with our dependence on government-funded programs, increases our vulnerability to further budget-driven disruptions.

Cybersecurity Risk and Ongoing Threat Landscape

As a government contractor and developer of advanced aerospace technology, we operate in a highly sensitive and data-driven environment. Cybersecurity risks—including ransomware attacks, data breaches, intellectual property theft, and attempted intrusions by nation-state actors—continue to increase in frequency and sophistication across our industry. Like many companies operating in the defense and aerospace sectors, we remain a potential target for both criminal and geopolitical cyber threats.

We have implemented security protocols, systems monitoring, and access controls to protect our infrastructure and proprietary information, including information related to our work with NASA and other government agencies. However, cybersecurity is an evolving threat landscape, and there can be no assurance that our efforts will prevent all attacks or unauthorized access. A successful breach could disrupt our operations, compromise confidential data, harm our reputation, result in regulatory investigations, or expose us to legal claims and financial losses.

We will continue to invest in cybersecurity tools, training, and third-party audits to strengthen our defenses, and we are evaluating compliance with emerging federal cybersecurity requirements. Nonetheless, future cybersecurity incidents could materially affect our business, financial condition, or results of operations.

Results of Operations

Fiscal Year Ended October 31, 2025 Compared to Fiscal Year Ended October 31, 2024

Revenue. Revenue decreased by $3,015,430, or 44%, to $3,875,793 for the fiscal year ended October 31, 2025, from $6,891,223 for the fiscal year ended October 31, 2024. The decrease reflected a lower overall volume of work, driven primarily by continuing budget cuts to NASA programs and the extended government shutdown, resulting in a reduction in both the number of active contracts and the size of work awarded. We serviced eleven customers in fiscal year 2025 compared to thirteen in fiscal year 2024.

Cost of Revenue. Cost of revenue decreased by $1,200,571, or 29%, to $2,952,619 for the fiscal year ended October 31, 2025, from $4,153,190 for the fiscal year ended October 31, 2024. As a percentage of revenue, cost of revenue increased to approximately 75% in fiscal year 2025 from approximately 60% in fiscal year 2024. The increase in cost of revenue as a percentage of revenue was driven by a lower overall revenue base against certain fixed costs, a loss on one fixed-price contract, and charges to one services contract beyond the hours originally allocated.

Gross Profit. Gross profit decreased by $1,814,859 to $923,174 for the fiscal year ended October 31, 2025, from $2,738,033 for the fiscal year ended October 31, 2024. Gross margin declined to approximately 23.8% in fiscal year 2025 from approximately 39.7% in fiscal year 2024, reflecting the impact of lower revenue on fixed and semi-fixed cost of revenue components.

Operating Expenses. Total operating expenses increased by $138,740, or 3%, to $4,621,928 for the fiscal year ended October 31, 2025, from $4,483,188 for the fiscal year ended October 31, 2024. General and administrative expenses increased to $2,933,534 from $2,799,805, an increase of $133,729. Personnel expenses decreased to $436,947 from $473,527. Professional fees increased to $462,592 from $359,077, reflecting higher legal and accounting costs. Research and development costs included within general and administrative expenses were $215,088 for fiscal year 2025, compared to $325,381 for fiscal year 2024.

Other Expense. Total other expense, net increased to $(331,717) for the fiscal year ended October 31, 2025 from $(117,528) for the fiscal year ended October 31, 2024. Interest expense, net increased to $327,873 from $89,178, reflecting the higher outstanding debt balance during fiscal year 2025 compared to the prior year. Amortization of debt discount was $8,188 in fiscal year 2025, compared to nil in fiscal year 2024.

Net Loss. Net loss increased by $2,167,788 to $(4,030,471) for the fiscal year ended October 31, 2025, from $(1,862,683) for the fiscal year ended October 31, 2024. The increase in net loss reflects the significant revenue decline combined with a substantially fixed operating expense base and increased interest expense.

Nine months Ended July 31, 2026 to the Nine months Ended July 31, 2025

The following table provides certain selected financial information of Helio Corporation for the periods presented:

Revenue. Revenue for the nine months ended July 31, 2026 decreased by 54% to $1,543,492 from $3,384,423 for the nine months ended July 31, 2025, reflecting a lower overall volume of work compared to the prior nine months. Contributing factors include continuing budget cuts to NASA programs enacted by the current administration, combined with the extended government shutdown. During the nine months ended July 31, 2026, we serviced six customers, one of which was a government customer, one public company and three non/not-for-profit customers who were under government contracts, and one private customer. For the nine months ended July 31, 2025, we serviced eleven customers, of which two were direct government customers, one was a commercial customer with private funding, five were commercial customers and three were non/not-for-profit customers for whom we manufactured products as a subcontractor for their government customer 

Cost of Revenue. The 66% decrease in cost of revenue for the nine months ended July 31, 2026 to $905,106 from $2,680,940 for the nine months ended July 31, 2025 mainly reflected the decreased business volume described above. As a percentage of revenue, cost of revenue amounted to 59% and 79% in the nine months ended July 31, 2026 and 2025, respectively. Cost of revenue as a percentage of revenue decreased by approximately 20% due to increased operational efficiency on several new contracts that commenced in Q3 2026.

Operating Expenses.

Overall operating expenses increased by $1,324,555, or 39%, to $4,715,947 for the nine months ended July 31, 2026, as compared to $3,391,392 for the nine months ended July 31, 2025, driven by professional fees and higher G&A expenses and R&D activities.  Additionally, the Company issued stock for services to the CEO, CFO and consultants for an aggregate value of $2,481,918.

Other Expense. Our other expenses are comprised of interest expense, amortization of debt discount, change in fair value of derivative liabilities, gain on extinguishment of derivative liabilities, loss on issuance of derivative, loss on modification of debt and loss on debt extinguishment. Overall other expenses increased by $2,576,594, or 1308%, to $2,773,614 for the nine months ended July 31, 2026, as compared to $197,020 for the nine months ended July 31, 2025. We recorded $293,123 in interest expense in the nine months ended July 31, 2026 compared to $197,020 in the nine months ended July 31, 2025, reflecting our increased amount of average outstanding debt and increased rates of interest thereunder. In the nine months ended July 31, 2026 we recorded amortization of debt discount of $864,738, the change in fair value of derivative liabilities of $731,919, which was due to the issuance of convertible debt and preferred stock, loss on issuance of derivative in the amount of $105,527, a gain on extinguishment of derivative liabilities in the amount of $509,476, a loss on modification of debt in the amount of $51,480 and a loss on debt extinguishment in the amount of $1,236,303.

We have not recorded income tax expense or benefit in the nine months ended July 31, 2026 and 2025 (because of our tax loss carryforwards). We had approximately $11,836,000 of net operating loss carry forwards to offset future federal taxable income as of July 31, 2026.

The net operating loss (“NOL”)  carry forward is subject to review and possible adjustment by the Internal Revenue Service and state tax authorities. Under the Internal Revenue Code (“IRC”) Sections 382 and 383, annual use of the Company’s net operating loss carryforwards and research credit carryforwards to offset taxable income and tax, respectively, may be limited based on cumulative changes in ownership. The Company has not completed an analysis to determine whether any such limitations have been triggered as of July 31, 2026. The annual limitation, if any, will be determined based on the value of the Company immediately prior to the ownership change. Subsequent ownership changes may further affect the limitation in future nine months.

Net Loss. Our net loss for the nine months ended July 31, 2026 was $6,851,175, compared to a net loss of $2,884,929 for the nine months ended July 31, 2025. The change was due to the reasons discussed above.

Because of historical and expected operating losses and net operating cash flow deficits, there is substantial doubt about the Company’s ability to continue as a going concern for twelve months from the issuance of the condensed consolidated financial statements, which is not alleviated by management’s plans. The condensed consolidated financial statements have been prepared under the going concern basis of accounting. These condensed consolidated financial statements do not include any adjustments that might be necessary from the outcome of this uncertainty.

Three Months Ended July 31, 2026 to the Three Months Ended July 31, 2025

The following table provides certain selected financial information of Helio Corporation for the periods presented:

Revenue. Revenue for the three months ended July 31, 2026 decreased by 25% to $590,626 from $784,587 for the three months ended July 31, 2025, reflecting a lower overall volume of work compared to the prior three months. Contributing factors include continuing budget cuts to NASA programs enacted by the current administration. During the three months ended July 31, 2026 we serviced six customers, of which one was a direct government customer, one was a public company, three were non/not-for-profit customers for whom we manufactured products as a subcontractor for their government customer, and one private customer. For the three months ended July 31, 2025, we serviced nine customers, two of which were direct government customers, four were commercial customers and two were non/not-for-profit customers for whom we manufactured products as a subcontractor for their government customer, and one private customer.

Cost of Revenue. The 53% decrease in cost of revenue for the three months ended July 31, 2026 to $325,534 from $686,197 for the three months ended July 31, 2025 mainly reflected the decreased business volume described above. As a percentage of revenue, cost of revenue amounted to 55% and 87% in the three months ended July 31, 2026 and 2025, respectively. Cost of revenue as a percentage of revenue decreased by approximately 32% due to increased operational efficiency on several new contracts that commenced in Q3 2026.

Operating Expenses.

Overall operating expenses decreased by $188,960, or 19%, to $811,324 for the three months ended July 31, 2026, as compared to $1,000,284 for the three months ended July 31, 2025, in both cases driven by lower personnel expenses and G&A expenses.

Other Expense. Our other expenses are comprised of interest expense, amortization of debt discount, change in fair value of derivative liability, gain on extinguishment of derivative liabilities, loss on issuance of derivative, loss on modification of debt and loss on debt extinguishment. Overall other expenses increased by $876,398, or 1794%, to $925,258 for the three months ended July 31, 2026, as compared to $48,860 for the three months ended July 31, 2025. We recorded $54,070 in interest expense in the three months ended July 31, 2026 compared to $48,860 in the three months ended July 31, 2025, reflecting our increased amount of average outstanding debt and increased rates of interest thereunder. In the three months ended July 31, 2026 we recorded amortization of debt discount of $420,163, the change in fair value of derivative liabilities of $412,977, which was due to the issuance of convertible debt and preferred stock, loss on issuance of derivative in the amount of $105,527, a gain on extinguishment of derivative liabilities in the amount of $420,239, a loss on debt extinguishment in the amount of $352,760.

Net Loss. Our net loss for the three months ended July 31, 2026 was $1,471,490, compared to a net loss of $950,754 for the three months ended July 31, 2025. The change was due to the reasons discussed above.

Because of historical and expected operating losses and net operating cash flow deficits, there is substantial doubt about the Company’s ability to continue as a going concern for twelve months from the issuance of the condensed consolidated financial statements, which is not alleviated by management’s plans. The condensed consolidated financial statements have been prepared under the going concern basis of accounting. These condensed consolidated financial statements do not include any adjustments that might be necessary from the outcome of this uncertainty.

Liquidity and Capital Resources

Fiscal Year Ended October 31, 2025. As of October 31, 2025, we had cash and cash equivalents of $7,305. We have historically funded our operations through a combination of operating cash flows, debt financing, and equity issuances. Net cash used in operating activities was $(2,065,017) for the fiscal year ended October 31, 2025, compared to $(1,560,375) for the fiscal year ended October 31, 2024, reflecting increased net losses partially offset by working capital changes, including a decrease in accounts receivable of $900,776. Net cash provided by financing activities was $1,520,770 for the fiscal year ended October 31, 2025, compared to $1,607,592 for the fiscal year ended October 31, 2024, reflecting proceeds from new debt issuances partially offset by repayments.

Nine Months Ended July 31, 2026. As of July 31, 2026, the Company had cash and cash equivalents of $520,504 and has historically incurred operating losses and negative cash flows from operations. The Company has funded its working capital, research and development activities, capital expenditures, and other commitments primarily through loans from the Company’s executive officers and directors and other debt financings. The Company has also issued equity securities in non-cash transactions, including in connection with services rendered and debt-related arrangements. The Company expects to continue to incur operating losses and negative operating cash flows as it advances its business and executes its strategic initiatives.

The Company’s primary liquidity requirements include funding operating expenses, research and development activities, engineering and technical personnel costs, general and administrative expenses, professional fees, and costs associated with maintaining its public company reporting obligations. As of July 31, 2026, the Company’s ability to meet its obligations as they become due depend, and is expected to continue to depend, on its ability to obtain additional financing through debt or equity issuances, strategic transactions, or other capital-raising activities.

Subsequent Financing Activities. Subsequent to July 31, 2026, the Company executed a note payable agreement for $165,000 from which $38,050  in fees were deducted for net proceeds of $126,950.

Going Concern. The audit reports on our financial statements for the fiscal years ended October 31, 2025 and October 31, 2024 each included explanatory paragraphs expressing substantial doubt about our ability to continue as a going concern. Our ability to continue as a going concern is dependent upon our ability to raise additional capital through this offering and other financing activities and to achieve profitability. Management’s plans include pursuing additional debt and equity financings, strategic partnerships, and other capital-raising initiatives, including the proceeds of this offering. However, there can be no assurance that such financing will be available on acceptable terms, or at all. If we are unable to raise sufficient capital or achieve profitability, we may be forced to curtail our operations, liquidate our assets, or cease operations entirely.

Capital Requirements. We do not believe that our current cash resources are sufficient to fund our operations beyond the near term without the proceeds from this offering or other financings. We estimate that the net proceeds from this offering, if completed, would be approximately $7.993 million, after deducting underwriting discounts and commissions and estimated offering expenses. We intend to use such proceeds primarily for: (i) repayment of outstanding promissory notes; (ii) research and development; (iii) sales, marketing, and business development; (iv) upgraded facilities and infrastructure; (v) manufacturing improvements; and (vi) general and administrative and working capital purposes. See “Use of Proceeds.”

Cash Flows

Cash Flows Used in Operating Activities

Our operating cash flow results were affected by the aging and timing of certain working capital items. During the nine months ended July 31, 2026 and 2025, our negative operating cash flow was attributed mainly to our net loss, as described above.

During the nine months ended July 31, 2026, the Company reported $1,937,196 of cash used in operating activities. The Company’s negative operating cash flow was attributed mainly to a net loss of $6,851,175, decrease in lease obligations of $314,060, a decrease in accrued compensation in the amount of $229,575 and a gain on extinguishment of derivative liability in the amount of $509,476. This was offset by a loss on debt extinguishment in the amount of $1,236,303, amortization of debt discount in the amount of $864,738, common stock issued for services in the amount of $2,481,918, and change in fair value of derivative liabilities in the amount of $731,919.

During the nine months ended July 31, 2025, the Company reported $(1,549,753) of cash used in operating activities. The Company’s negative operating cash flow was attributed mainly to a net loss of $(2,884,929) and is partially offset by a decrease in accounts receivable of $788,869, and a decrease in work in process of $174,537.

Cash Flows Provided by Financing Activities

During the nine months ended July 31, 2026, net cash provided by financing activities was $2,450,395, which included the incurrence of new debt proceeds amounting to $1,737,045, proceeds from the sale of common stock in the amount of $1,522,747, proceeds from the sale of preferred stock in the amount of $1,053,500, proceeds from the exercise of stock options in the amount of $8,066, offset by repayments of debt totaling $1,821,135 and common stock repurchased for $49,828.

During the nine months ended July 31, 2025, net cash from financing activities was $1,042,134, which included $1,110,403 of the incurrence of new debt offset by $68,269 in repayments of notes payable.

Material Cash Commitments

The Company’s material future cash commitments, to be paid from cash flows from operations, are to repay its current debt obligations and payments under leases for its facilities. The Company does not have any material commitments for capital expenditures. The following table shows the material future commitments for the nine months ending July 31, 2026:

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements or relationships with unconsolidated entities or financial partnerships, such as entities often referred to as structured finance or special purpose entities.

BUSINESS

Corporate Information

Helio Corporation was originally incorporated as Stirling Bridge Group, Inc. (“Stirling Bridge”) on October 3, 2022, in the State of Florida. In May 2023, Stirling Bridge changed its name to Web3 Corporation. In January 2024, through a share exchange accounted for as a reverse acquisition, Web3 Corporation acquired 100% of the outstanding stock of Heliospace Corporation and changed its name to Helio Corporation (the “Business Combination”). Following the Business Combination, Heliospace became a wholly owned subsidiary of Helio Corporation. Heliospace Corporation was incorporated on March 6, 2018, as a Delaware corporation. For accounting purposes, Heliospace was determined to be the accounting acquirer in the Business Combination and is the sole predecessor of Helio Corporation. Accordingly, the financial statements included elsewhere in this registration statement reflect the historical financial condition and results of operations of Heliospace prior to the Business Combination and of Helio Corporation and its consolidated subsidiary thereafter.

The Company’s principal executive offices are located at 2448 Sixth Street, Berkeley, California 94710, and its telephone number is (510) 545-2666. The Company’s website is www.helio.space. The information contained on, or accessible through, the Company’s website is not incorporated by reference into this prospectus.

Company Overview

Helio Corporation (the “Company” or “Helio”) is a technology, engineering and research and development (R&D) holding company serving commercial, government, and non-profit organizations in the aerospace industry. Our wholly owned subsidiary, Heliospace Corporation (“Heliospace”), is an aerospace company specializing in the design, engineering, assembly and test of space flight qualified hardware, providing systems engineering, modeling, analysis, integration, and test services to customers in government, commercial, private, and non-profit markets. With deep expertise in civil space missions combined with a growing business serving commercial companies, our primary company objective is to enable humanity’s pursuit of the scientific and commercial development of space.

The cost of access to space has seen dramatic reductions in the past decade. The domain of space activities, once confined to low-earth and geostationary orbit, now extends to the Moon and beyond. There is a growing need for a diversity of systems and approaches tailored to unique applications and environments. In addition, there is growing demand for infrastructure solutions in space to answer terrestrial demand for products and services. With our current existing hardware, services and solutions, we aim to meet the needs and demands of these growing commercial and government activities in an agile, cost-effective and innovative manner.

The Company’s common stock is quoted on the OTCID marketplace operated by OTC Markets Group under the symbol “HLEO.”

Recent Developments

The following summarizes certain material developments occurring subsequent to the Company’s fiscal year ended October 31, 2025, as well as certain late-fiscal-year events necessary to provide context.

Management and Board Appointments

Appointment of Chief Executive Officer and Chairman (January 5, 2026)

On January 5, 2026, the Company appointed Edward Cabrera as Chief Executive Officer and Chairman of the Board, replacing Gregory T. Delory, who transitioned to the role of Chief Technology Officer and remains a member of the Board. In connection with Mr. Cabrera’s appointment, the Company entered into an executive employment agreement and issued shares of common stock as compensation. On March 17, 2026, Paul Turin and Stuart Bale each resigned as members of the Board of Directors. Mr. Turin’s and Mr. Bale’s resignations were voluntary and were not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices. Mr. Turin remains the Chief Engineer of the Company and Mr. Bale remains the Chief Scientist of the Company.

Appointment of Manager of Investor Relations (January 5, 2026)

On January 5, 2026, the Company entered into an employment agreement with Edward W. Cabrera pursuant to which he serves as the Company’s Manager of Investor Relations. In connection with the agreement, the Company issued shares of common stock as compensation for services. The employment agreement and issuance of shares were approved by the Company’s Board of Directors. Mr. Cabrera is the son of Edward Cabrera, the Company’s Chief Executive Officer and Chairman of the Board. See “Related Party Transactions.”

Appointment of Lead Systems Engineer for Space-Based Solar Power (February 12, 2026)

On February 12, 2026, the Company announced the appointment of Oliver Fildes as Lead Systems Engineer for the Company’s space-based solar power initiatives. Mr. Fildes’ appointment supports the Company’s strategy to expand its current hardware and services capabilities into Space Based Solar Power solutions.

Appointment of Chief Financial Officer (January 19, 2026)

On January 19, 2026, the Company appointed Mark Knauf as Chief Financial Officer. In connection with his appointment, the Company entered into an executive employment agreement providing for equity-based compensation, subject to vesting, and a cash salary payable only upon the Company achieving specified fundraising milestones.

Board Appointments (January 21 and January 26, 2026)

On January 21, 2026 and January 26, 2026, the Company appointed Vikas “Vik” Parti, Mario Martinez, and Bruce T. Campbell to its Board of Directors. Mr. Martinez was appointed Chairman of the Audit Committee, Mr. Campbell was appointed Chairman of the Compensation Committee, and Mr. Parti was appointed Chairman of Intellectual Property.

Financings

Convertible Note Financing (August 26, 2025)

On August 26, 2025, the Company entered into a securities purchase agreement with an accredited investor pursuant to which it issued a convertible promissory note with an aggregate principal amount of $275,000 for gross proceeds of $250,000, reflecting an original issue discount. The note bears interest at 10% per annum and matures on August 26, 2026. In connection with the financing, the Company also issued 5,000 unregistered shares of common stock as commitment shares. Net proceeds were used for general corporate and working capital purposes. Network 1 Financial Securities acted as placement agent in connection with the transaction.

Phase II SBIR Program — QuasiStatic Release Mechanism (February 2026)

On February 11, 2026, the Company issued an update on development and testing progress relating to its Phase II Small Business Innovation Research (“SBIR”) program with NASA, including continued development of the Company’s QuasiStatic Release Mechanism technology. The QuasiStatic Release Mechanism is being developed under NASA funding for commercialization of flight-qualified release mechanisms. See “Products and Services in Development” below.

Issuance of Bridge and Convertible Notes (December 19, 2025)

On December 19, 2025, the Company entered into purchase agreements with institutional investors pursuant to which it issued unsecured bridge notes and an unsecured convertible promissory note for aggregate gross proceeds of approximately $250,000, reflecting original issue discounts. The notes bear interest at 12% per annum, mature in 2026, and contain customary default provisions. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources.”

Convertible Note Financings (January 12 and January 14, 2026)

On January 12, 2026 and January 14, 2026, the Company entered into securities purchase agreements with accredited investors pursuant to which it issued convertible promissory notes for aggregate gross proceeds of $300,000, reflecting original issue discounts of $30,000. The Company received net proceeds after fees, and the notes are convertible into shares of the Company’s common stock subject to specified terms and limitations. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources.”

FirstFire Financing

On January 14, 2026, the Company entered into a Securities Purchase Agreement with FirstFire Global Opportunities Fund, LLC (“FirstFire”), pursuant to which the Company issued (i) a promissory note in the principal amount of $165,000 (purchase price of $150,000, reflecting a $15,000 original issue discount) bearing interest at 10% per annum and maturing January 14, 2027 (the “FirstFire Note”), (ii) a warrant to purchase up to 66,000 shares of common stock at an initial exercise price of $2.50 per share (the “FirstFire Warrant”), and (iii) 15,000 shares of common stock as commitment shares. The Company received net proceeds of $133,000. On March 12, 2026, FirstFire exercised the FirstFire Warrant in full via cashless exercise, resulting in the issuance of 52,640 shares of common stock, and no FirstFire Warrant remains outstanding. On or about April 29, 2026, the Company satisfied the FirstFire Note in full by repaying $150,000 in cash and issuing 20,000 shares of common stock at a conversion price of $2.50 per share in reliance on Section 3(a)(9) of the Securities Act, and the FirstFire Note was cancelled.

Series A Convertible Preferred Stock

On April 17, 2026, the Company designated 1,500,000 shares of Series A Convertible Preferred Stock. The Company sold 175,000 shares for $175,000 pursuant to a Series A Preferred Stock Purchase Agreement dated April 17, 2026 and funded on or about May 5, 2026, 200,000 shares for $200,000 on June 16, 2026, and 200,000 shares for $200,000 on July 16, 2026; in addition, 15 shares sold on February 6, 2026 for $15,000 were simultaneously converted into 12,510 shares of common stock. As of July 31, 2026, 575,000 shares of Series A Convertible Preferred Stock were issued and outstanding. Each share has a stated value of $1.00, carries a cumulative annual dividend of 10% of the stated value (increasing to 22% upon an event of default), and, beginning 180 days after issuance, is convertible into common stock at a variable conversion price equal to 65% of the lowest trading price of the common stock during the ten trading days preceding conversion, subject to a 4.99% beneficial ownership limitation that may not be waived.

Series B Convertible Preferred Stock

On May 29, 2026, the Company sold 177,500 shares of Series B Convertible Preferred Stock to Efrat Investments LLC for an aggregate purchase price of $159,750 ($0.90 per share, reflecting a 10% original issue discount to the $1.00 stated value), and on July 27, 2026, the Company sold an additional 177,500 shares to SilverCrest Hybrid Capital LLC for an aggregate purchase price of $159,750 ($0.90 per share). As of July 31, 2026, 355,000 shares of Series B Convertible Preferred Stock were issued and outstanding. Each share is convertible into common stock, subject to a 4.99% beneficial ownership limitation.

Series C Convertible Preferred Stock

On June 19, 2026, the Company sold 200,000 shares of Series C Convertible Preferred Stock to Auctus Fund, LLC for an aggregate purchase price of $200,000 (stated value of $1.00 per share). The Series C Preferred Stock carries a cumulative annual dividend of 10% of the stated value (increasing to 22% upon an event of default) and, beginning 180 days after issuance, is convertible into common stock at a variable conversion price equal to 65% of the lowest trading price of the common stock during the ten trading days preceding conversion, subject to a 4.99% beneficial ownership limitation that may not be waived. The Series C Preferred Stock ranks senior to the common stock but junior to the Company’s other outstanding preferred stock and all existing and future indebtedness with respect to dividends and distributions upon liquidation.

Private Placement

In a private placement conducted from April 9, 2026 through May 8, 2026, the Company sold an aggregate of 93,276 shares of common stock (on a post-split basis) to 53 purchasers, each of whom represented that it was an accredited investor, for aggregate gross proceeds of $326,446.42. No sales commissions or finders’ fees were paid in connection with this offering, and the securities were issued in reliance on Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D.

Resolution of Note Defaults

As of the date of this prospectus, the Company is not in default under any outstanding promissory note. The two largest previously defaulted notes (original principal amounts of $400,000 and $500,000, each matured November 5, 2025) were resolved pursuant to the Wolf Settlement Agreement described below. The Amended and Restated Secured Promissory Note dated October 15, 2024, in the original principal amount of $250,000 (the “Cole Note”), which had matured on November 5, 2025 and was previously in default, has been resolved and is now current. Notes previously in default with original principal amounts of $50,000, $150,000, and $50,000, respectively, for which default notices were received in February 2026, have also been resolved and are now current. A convertible promissory note dated July 31, 2024 in the original principal amount of $250,000 (as amended and restated to $500,000), which was in default as of April 30, 2026, was resolved on June 13, 2026 pursuant to an arrangement whereby the holder agreed not to pursue default remedies in exchange for a payment plan (including a $20,000 initial payment and $15,000 monthly installments beginning July 15, 2026) and the transfer of 6,600 shares of common stock by Gregory T. Delory from shares personally owned by him (rather than an issuance by the Company). See “Risk Factors” and “Certain Relationships and Related Party Transactions.”

Wolf Settlement Agreement

On April 27, 2026, 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 parties agreed to resolve an aggregate outstanding obligation of $879,163, representing all principal and accrued interest owed under a 9.75% promissory note in the principal amount of $400,000 issued October 15, 2024 to Blackwolf Venture Group LLC and a 9.75% promissory note in the principal amount of $500,000 issued October 16, 2024 to Wolf. The settlement amount is to be satisfied through net proceeds from Wolf’s sales of the Company’s common stock in accordance with negotiated leak-out limitations. The Company agreed to authorize its transfer agent to remove the restrictive legend on 45,000 shares of common stock held in book entry for Wolf’s benefit, and up to 55,000 additional shares held by Joseph Pitman are expected to be transferred to Wolf subject to the same leak-out terms. No new shares were issued by the Company in connection with the Wolf Settlement Agreement.

Share Repurchase Program

On July 2, 2026, the Board of Directors authorized the Company to repurchase up to 250,000 shares of its common stock from time to time through September 30, 2026, and ratified 9,477 shares repurchased prior to adoption of the program. The repurchase program was not publicly announced. Pursuant to the program, the Company has repurchased an aggregate of 9,376 shares of common stock (as adjusted for the 1-for-5 Reverse Stock Split) in open-market transactions for an aggregate purchase price of approximately $49,994.31..This reflects 9,230.8 shares repurchased through July 31, 2026 as reported in the last 10-Q filing with an additional 145 shares repurchased through September 8, 2026. ] 

Reverse Stock Split

On May 9, 2026, the Board of Directors approved a reverse stock split of the Company’s common stock at a ratio within the range of 1-for-1.25 to 1-for-5, and on May 11, 2026, holders of approximately 64.70% of the outstanding shares of common stock approved the reverse stock split and the related amendment to the Company’s Articles of Incorporation by written consent. On July 7, 2026, the Board determined to effect the reverse stock split at a ratio of 1-for-5, and the reverse stock split became effective on July 20, 2026. Unless otherwise indicated, all share counts and per-share figures in this prospectus give effect to the 1-for-5 reverse stock split. See “The Offering — Reverse Stock Split.”

Recent Moon Mission

Our delivered space qualified hardware continues to perform on space recent flight missions. On March 17, 2025, the Company announced the successful deployment of its hardware on Firefly Aerospace’s Blue Ghost Mission 1 (BGM1) lander. Heliospace provided deployable mechanisms and sensors as part of the Lunar Magnetotelluric Sounder (LMS) experiment. Led by Southwest Research Institute, LMS is designed to study the interior of the Moon by measuring low frequency electromagnetic fields. Heliospace designed and built unique remote electrodes that deploy in four directions up to 60 feet away from the lander, forming a large low frequency antenna on the lunar surface. Heliospace also provided a separate compact boom which deploys a magnetometer sensor upwards from the lander deck to make accurate measurements of magnetic fields. These systems work together to enable the LMS experiment to achieve key scientific objectives in resolving the internal structure of Moon’s mantle.

Market Overview

The global space marketplace is projected to grow from over $600 billion today to over $1.8 trillion by 2035 (World Economic Forum & McKinsey & Company 2024). We believe the growing recognition of the commercial potential of in-space activities, sustained science and technology efforts by both government and private entities, combined with increasing geopolitical concerns will continue to accelerate this trend. Our target markets include hardware, payloads and infrastructure for Earth orbiting and lunar applications for government, commercial, and private customers with a projected market size of $11-12 billion by 2030, according to the McKinsey & Company report 2024. As humanity continues to expand its capabilities in space, additional opportunities exist in space infrastructure for a variety of purposes. Of these, space-based energy production is beginning to see substantial traction. Space-Based Solar Power (SBSP) is one such long-standing goal that has seen a resurgence due to falling launch costs combined with new technologies, with a conservative market size of $0.7-0.8 billion today and expanding to $3-4.5 billion by 2030, and scaling into the hundreds of billions by 2040, according to McKinsey & Company report 2024.

We intend to continue expansion into the development of space qualified hardware and payloads, for which we believe we have a significant foothold with our existing products and services, and bring to market a range of aerospace products currently in development under multiple SBIR Phase II programs. Building upon this foundation of general aerospace capability, Heliospace has embarked on the development of space-based energy infrastructure, in a vertically-integrated plan to bring reliable clean energy to Earth via SBSP.

The market for space hardware, systems and services has historically been highly fragmented, with few scaled, capable competitors. The capabilities of the legacy providers have been shaped by longstanding government procurements as well as the established communications and navigation equipment markets. There has been significant consolidation over the past few decades, resulting in fewer and less agile or innovative organizations. Cost control, performance and quality remain a challenge for some established incumbents. This landscape has opened the door to new entrants into the marketplace, with several recent space company IPOs over the past year. These and other new providers are poised to serve the rapidly growing space economy with new applications and revenue opportunities that many current hardware and services providers are ill equipped to address. To succeed in this evolving market, aerospace companies in particular must be both innovative and agile to answer the needs of emerging new applications and customers. Heliospace aims to expand into these growing market segments by offering responsive, tailored solutions to both established and new customers providing innovative, cost-effective space systems and products while pioneering space-based energy as a service.

Customer Concentration

Our customers are concentrated in the space industry. While we have a strategy to diversify our sources of revenue (See “Company Growth Strategy” for a description of our strategy), approximately 70% and 75% of our revenue for the fiscal year ended October 31, 2025 and the fiscal year ended October 31, 2024, respectively, was derived, directly or indirectly, from U.S. government sources, either as a prime contractor or as a subcontractor. In each of these periods, more than 67% of our revenue was attributable to three customers. One of these customers, a prime contractor under an indefinite delivery/indefinite quantity (“IDIQ”) contract with NASA, accounted for approximately 31% of our revenue in the fiscal year ended October 31, 2025, and 27% of our revenue in the fiscal year ended October 31, 2024.

Current Hardware and Services Capabilities

We have successfully scaled as a space hardware and services company providing solutions to government, commercial, and non-profit customers. This includes hardware and services for over five space missions and hardware deliveries for over four additional missions launching in the near term. We leverage decades of management experience developing hardware capabilities that were successfully used in space for NASA and other space agencies and organizations. Our current commercial-stage hardware includes deployable mechanisms, antennas, booms, structures, and sensors. Our hardware is generally custom designed to customer specifications, assembled, tested and delivered fully qualified and ready for flight as a complete end-to-end solution. We offer systems engineering, modeling & analyses, integration & test, verification, mission formulation and architecture and other services to NASA and commercial customers. These services span a complete integrated analysis suite including structural, thermal, electromagnetic, optical, deployables and other tools to optimize both system and mission design. Integration and test support includes system-level planning, coupled with personnel to assist or observe test flows and ensure proper verification of requirements. Hardware and services are typically provided on a per-project basis using Time and Materials, Cost-Plus, or Fixed Price contracts with monthly payments, and range in size from $100,000 to over $10 million depending on system complexity, customer requirements, and schedule.

Development and Manufacturing

Hardware development occurs at our main facility in Berkeley, California, with over 20,000 sq ft of facilities including assembly and test areas, R&D labs, clean rooms, and thermal-vacuum test equipment. Heliospace leverages existing relationships with an array of vendors vetted under our internal quality control processes to support hardware construction. Our hardware is generally custom designed to customer specifications and translated to drawings including all dimensional and material details. The manufactured components are then sent out for competitive bid to third-party fabricators, who manufacture the components to the required specifications and deliver them to us. We also purchase some finished components from vendors for assemblies, including release mechanisms, heaters, switches, and other specialty components. These components are then assembled, tested, and delivered fully qualified and ready for flight as a complete end-to-end solution. Heliospace maintains a vendor management system, which includes vendor surveys and an approved vendor list with specific approval criteria. A quality assurance process is in place for all components we receive, including inspections, paperwork requirements documenting the origin and authenticity of raw materials used, inspection reports, and other evidence that all incoming components meet the specification requirements and applicable regulations. We try to maintain multiple sources for the same component or material in order to have qualified, alternate sources of supply if our primary source is delayed or does not meet our specifications or quality standards.

Raw Materials and Suppliers

Heliospace engages in manufacturing activities at the piece-part and component level, and thus does not maintain an inventory of raw materials. Therefore, we have limited direct exposure to fluctuations in the supply of raw materials. Most of the value we provide with respect to our hardware comes from our design, engineering, assembly and test activities. While some of the components in our hardware require relatively scarce raw materials, our third-party fabricators have historically not experienced difficulty in procuring those materials.

Examples of our Space Qualified Hardware

Deployable radar antennas on the NASA Europa Clipper mission, which will probe the subsurface of Europa

Low-cost antennas for the NASA SunRISE CubeSat constellation

Deployable sensors and mechanisms for use on three lunar landers as part of the NASA Commercial Lunar Payload Services program

After expanding our market into the commercial realm in 2023, in 2025 we provided an antenna calibration system for a lunar orbiter being built by Firefly Aerospace.

Prototype mechanisms for the Mars Sample Return program

Heliospace Hardware Projects

Examples of our services include systems engineering, integration, test and operations support for large space-based observatories including the James Webb Space Telescope, Roman Space Telescope, and the Habitable Worlds Observatory. For Mars Sample Return, formulation engineering of the Capture Containment and Return System for NASA. The services above were conducted under Indefinite Delivery/Indefinite Quantity (IDIQ) Time & Materials contracts totaling $11.2 million through September 2022, with a second follow-on contract in place for $8.1 million that continues through September 2027. Our services were also provided to commercial customers. For Honeybee Robotics, a wholly owned subsidiary of Blue Origin, we provided unique insight and stringent eject dynamics performance analysis for the Spin Eject Mechanism (SEM) as part of the proposed Mars Sample Return architecture. Under a subcontract, we provided system architecture studies, modeling, analysis, and recommendations for the Cargo Offloading Subsystem and Surface Access Subsystems as part of the Blue Origin lunar lander designs. These services were concluded under purchase orders totaling $1.3 million to date.

Products and Services in Development

Based on the successful foundation of our current products and services, Helio will continue to expand its current offerings to include advanced deployable systems, sensing and deployable payloads, mission systems architectures and integrated solutions. These endeavors focus on the customer objectives for a given space application or mission, optimizing hardware, system design, payload and mission capabilities to enable customers to meet their stated objectives. Examples include payloads such as radar and RF systems, payload integration and test, as well as mission formulation and implementation optimized for customer requirements for applications including remote sensing, science & technology missions. These offerings leverage system-level expertise and awareness, providing turn-key solutions to the growing space economy. In addition to the specialty solutions above, we are currently funded under NASA contract to commercialize flight qualified release mechanisms and a standard deployable antenna design, each of which can be sold in high quantities at high margins.

Examples of some candidate development areas for potential future products and services include:

Payloads such as radar, RF systems and optical

Payload integration and test, mission formulation and implementation optimized for customer requirements.

Space Based Energy Solutions

Our Competitive Advantages

We believe that we have few direct competitors of similar size and capabilities that provide the breadth of products, solutions, and expertise that we offer our customers. Given the market fragmentation, we face competition from different competitors across individual products and applications. Competition within our product offerings range from divisions of large corporations who are challenged by cost control and inflexibility, to small, privately held companies with singular capabilities that lack the infrastructure and capacity to scale. System-level, mission focused engineering combined with deep expertise in the production of space qualified hardware is what we believe will enable Heliospace to effectively scale from current offerings to comprehensive solutions for existing and new customers.

Our competitive advantages include the following:

Company Growth Strategy

Our company growth strategy is to continue to build upon our successful flight hardware and services business, which provides a source of recurring revenue, to expand into providing an emerging new source of energy for humanity: Space Based Solar Power (SBSP).

For the hardware and services business, strong team experience in systems for lunar science and exploration makes Helio particularly well positioned to participate in NASA’s rapidly expanding lunar program. Additional opportunities in NASA science programs for planetary and astrophysics missions are coming into the company, and we anticipate additional work in these areas as the NASA science budget solidifies in FY 2027. Our 100% success rate in NASA Phase I to Phase II Small Business Innovation Research awards is supporting the development of several aerospace product lines that can be sold in quantity at predictable margins. In these pursuits the team reputation and network at the various NASA centers and related organizations figures prominently in the generation of new opportunities. Additional capital will support greater outreach and more effective business development along with startup capital to capture larger contracts to address system level as well as hardware/product level solutions.

Our foundational experience in space flight hardware and mission systems will support new revenue generating applications in space. Helio is uniquely positions to offer SBSP solutions with a demonstrated track record of flight hardware and both engineers and solar physicists on staff. The global demand for electricity has been increasing substantially. In the United States, projections are rapidly accelerating due to data center growth, domestic industrial expansion, and increasing electrification of overall energy use (U.S. Energy Information Administration, 2025; Inner City Fund (ICF) 2025). To meet this accelerated demand, significant expansion of both fossil fuel based and clean sources of energy are forecasted. The growing possibility of a supply/demand imbalance results in a projected cost of electricity that exceeds the rate of inflation, impacting residential, commercial, and industrial users.

To meet projected demand in the U.S. and globally, new utility-scale power generation will be required. Meeting this demand using clean renewable energy sources remains a challenge, as these have historically been unable to provide baseload capacity – i.e., the ability to provide reliable, constant energy over long periods. Globally, ground-based solar and wind are projected to expand, but have significant variability and low utilization, and are unable to provide baseload capacity. Energy storage to increase reliability and peak capacity are forecast to have an increasing role, but are resource intensive and difficult to deploy at the required scale. Natural gas is increasingly forecast to meet demand due to cost effectiveness and baseload capability, but remains a non-renewable source with environmental impact, and is subject to price volatility. Nuclear energy faces significant challenges in cost of energy, site selection, availability of fuel, vulnerability to natural disasters, and public perception. The problem of energy available is significant: individual large users (i.e., data centers) are increasingly developing their own behind-the-meter sources. Meanwhile for residential customers, electricity prices will increase at a rate faster than inflation, effectively doubling by 2050.

Space Based Solar Power (SBSP) leverages our best source of energy – our Sun, a giant fusion reactor that will last billions of years. Solar energy in space is abundant, efficient, scalable and constant – a clean source of energy that can provide baseload capability, displacing the role of coal and natural gas and other carbon emitting sources. Falling launch costs combined with advancements in space systems are bringing use of SBSP within the realm of economic feasibility. Using our experience and in-house intellectual property Helio plans to offer a modular, scalable SBSP plant based on HelioSat, our advanced deployable system that expands into large solar collection areas from small spacecraft.

The global market opportunity for electricity supply is substantial, nearly $2 trillion in 2025, expanding to $3.7 trillion by 2035. By 2050 global consumption is predicted to double. Within this is a potential fourfold increase forecast to be from clean/renewable sources. A clean renewable source such as SBSP can provide baseload capability to this growing market at a Levelized Cost of Energy (LCOE) of $0.10/kWh over a lifetime of 20 years. Expansion of this system to 100 GW capability yields $811B lifetime profit and an IRR at 11% annually. Helio plans to demonstrate an initial in-space SBSP system by 2030, followed by larger capacity in the following decade. In parallel with this development, the current hardware and services capabilities will continue to expand as well, leveraging the advances we achieve in SBSP for use in adjacent applications for civil, commercial, and defense related use.

Our Challenges

Notwithstanding the foregoing, we operate in a very competitive and rapidly changing environment. While we believe our competitive strengths will contribute to the growth and success of our company, our business is subject to challenges and uncertainties that may prevent us from achieving our business objectives or otherwise adversely affect our business, results of operations or financial condition.

Among the challenges we face in implementing our growth strategy is the need to be agile in answering the needs of emerging new applications such as SBSP, including through successful innovation and continued refinement both of current and newly developed technologies, products, and services. Developing future innovations and satisfying or responding to changing customer demands and industry cycles safely and in a timely and cost-effective manner will require significant capital, and require us to overcome technological hurdles and navigate highly regulated environments. These will be ongoing challenges for our business.

While our growth strategy is achieving an increasing market share from private and commercial customers, a significant amount of our current revenue relies on U.S. government contracts. The changing political landscape, including the new Executive and Congressional leadership and priorities, the increasing U.S. budget deficit and national debt, and disruptions in the U.S. government budget process, impacts our inability to secure additional U.S. government contracts and represents a continuing challenge to our ability to implement our growth strategy.

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