8-K
Helio Corp /FL/ (HLEO)
UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549
FORM 8-K
CURRENT REPORTPursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 1, 2025
HELIO CORPORATION
(Exact name of registrant as specified in its charter)
| Florida | 000-56744 | 92-0586004 |
|---|---|---|
| (State or other jurisdiction<br> of incorporation) | (Commission File Number) | (IRS Employer<br> Identification No.) |
2448 Sixth Street , Berkeley ,California
94710
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code:
(510) 545-2666
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| --- | --- |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| --- | --- |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| --- | --- |
Securities registered pursuant to Section 12(b)
of the Act: None
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
☒ Emerging growth company
☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item 1.01 Entry into a Material Definitive Agreement.
On December 2, 2025, Helio Corporation (the “Company”) entered into an Exchange Agreement with each of Gregory T. Delory, the Company’s Chief Executive Officer and the Chairman of the Board of Directors (“Delory Exchange Agreement”), and Paul S. Turin, the Company’s Chief Engineer and a member of the Compay’s Board of Directors (“Turin Exchange Agreement” and collectively, the “Exchange Agreements”).
Pursuant to Delory Exchange Agreement, promissory notes held by Mr. Delory in the aggregate outstanding amount of $315,188.36, consisting of an aggregate principal amount of $288,280.53 and $26,907.83 in accrued and payable interest were cancelled in exchange for an aggregate of 2,204,561 shares of common stock.
Pursuant to Turin Exchange Agreement, promissory notes held by Mr. Turin in the aggregate outstanding amount of $742,576.73, consisting of an aggregate principal amount of $680,773.00 and $61,803.73 in accrued and payable interest were cancelled in exchange for an aggregate of 5,193,898 shares of common stock.
The number of shares issued to Mr. Delory and Mr. Turin under the Exchange Agreements was calculated using a conversion price of $0.142971, which represents the volume-weighted average price (VWAP) of the Company’s common stock for the twenty (20) Trading Days preceding the date of the Exchange Agreements, as reported by OTC Markets Group.
Copies of the Delory Exchange Agreement and Turin Exchange Agreement are filed as Exhibits 10.1 and 10.2, respectively, to this Current Report on Form 8-K and are incorporated by reference herein.
Item 2.03 Creation of a Direct Financial Obligation or an ObligationUnder an Off-Balance Sheet Arrangement.
On December 2, 2025, the Company issued two zero-interest, on-demand promissory notes, each dated December 2, 2025 (the “Notes”), one in the principal amount of $25,404.00 to Gregory T. Delory and the other in the principal amount of $15,773.00 to Paul S. Turin. The Notes evidence past advances previously made by Mr. Delory and Mr. Turin to the Company and do not represent new borrowings. The Notes were included in debt cancelled under the Exchange Agreements disclosed in Item 1.01 of this Current Report on Form 8-K. .
Copies of the Mr. Delory’s Note and Mr. Turin’s are filed as Exhibits 10.3 and 10.4, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.
On December 1, 2025, the Company received a notice from a noteholder asserting that such holder’s Amended and Restated Secured Promissory Note, dated October 15, 2024, in the principal amount of $250,000 bearing interest at a rate of 9.75% per annum (the “Secured Note”)is in default due to the Company’s failure to repay the outstanding amount of within grace period of the Secured Note’s November 5, 2025 maturity date. The notice states that the noteholder is demanding repayment and that the noteholder may elect to exercise remedies available to the noteholder under the Note. The Company is evaluating the notice and its rights and obligations thereunder.
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Item 3.02 Unregistered Sales of Equity Securities.
On December 2, 2025, the Company issued an aggregate of 7,398,459
shares of Common Stock to Mr. Delory and Mr. Turin in reliance on Section 3(a)(9) of the Securities Act of 1933, as amended (the “Securities Act”). No commissions or other remuneration were paid in connection with the exchange. The shares have not been registered under the Securities Act and constitute “restricted” and “control” securities under Rule 144 promulgated under the Securities Act.
The disclosure included under Item 1.01 of this Current Report on Form 8-K is incorporated by reference herein.
Item 5.02 Departure of Directors or Certain Officers; Appointment of Certain Officers; Compensatory Arrangements.
The exchange transactions described under Item 1.01 and Item 3.02 of this Current Report on Form 8-K constitute related-person transactions. The sole independent director approved the terms of Exchange Agreements and determined that the transactions are fair to the Company.
The disclosures in Item 1.01, Item 2.03 (pertaining to the Notes issued to Mr. Delory and Mr. Turin only) and Item 3.02 of this Form 8-K are incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description |
|---|---|
| 10.1 | Exchange Agreement, dated December 2, 2025, between Helio Corporation and Gregory T. Delory |
| 10.2 | Exchange Agreement, dated December 2, 2025, between Helio Corporation and Paul S. Turin |
| 10.3 | Promissory Note, dated December 2, 2025, issued to Gregory T. Delory |
| 10.4 | Promissory Note, dated December 2, 2025, issued to Paul S. Turin |
| 99.1 | Press Release |
| 104 | Cover<br>Page Interactive Data File (embedded within the Inline XBRL document) |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| HELIO CORPORATION | ||
|---|---|---|
| Date: December 4, 2025 | By: | /s/ Gregory T. Delory |
| Name: | Gregory T. Delory | |
| Title: | Chief Executive Officer |
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Exhibit 10.1
EXCHANGE AGREEMENT
This EXCHANGE AGREEMENT (this “Agreement”) is entered into as of December 2, 2025 (the “Effective Date”), by and between Helio Corporation, a Florida corporation (the “Company”), and Gregory T. Delory (“Holder”). The Company and Holder may each be referred to as a “Party” and collectively as the “Parties.”
RECITALS
WHEREAS, Holder is the legal and beneficial owner of certain promissory notes issued by the Company and held by Holder, together with all accrued but unpaid interest thereon (collectively, the “Notes”), as more particularly described on Schedule A attached hereto;
WHEREAS, as of the Effective Date, the aggregate outstanding principal and accrued interest owed under the Notes is set forth on Schedule A (the “OutstandingBalance”);
WHEREAS, the Company and Holder desire to exchange the Outstanding Balance for shares of the Company’s common stock, no par value (the “Common Stock”), pursuant to the terms of this Agreement;
WHEREAS, the number of shares of Common Stock to be issued to Holder shall be determined using the volume-weighted average price of the Common Stock for the twenty (20) consecutive Trading Days immediately preceding the Conversion Date (the “20-Day VWAP”), as set forth on Schedule A once calculated;
NOW, THEREFORE, in consideration of the mutual covenants contained herein and intending to be legally bound, the Parties hereby agree as follows:
| 1. | EXCHANGE OF NOTES |
|---|---|
| 1.1. | Exchange. |
| --- | --- |
Subject to the terms and conditions of this Agreement, Holder hereby irrevocably agrees to exchange, cancel, and surrender the Notes and the Outstanding Balance in full satisfaction thereof, and the Company hereby agrees to issue to Holder the number of shares of Common Stock (the “Exchange Shares”) calculated in accordance with Section 2 below.
| 1.2. | Cancellation. |
|---|
Upon issuance of the Exchange Shares, the Notes shall be deemed cancelled, extinguished, forgiven, and of no further force or effect, and the Company shall have no further obligations under the Notes.
| 2. | CALCULATION OF EXCHANGE SHARES |
|---|---|
| 2.1. | Conversion Price. |
| --- | --- |
The “Conversion Price” shall mean $0.142971, representing the volume-weighted average price of the Common Stock for the twenty (20) consecutive Trading Days immediately preceding the Conversion Date (the “20-Day VWAP”).
For purposes of this Agreement, “VWAP” means, for any Trading Day, the volume-weighted average price of the Common Stock on the principal trading market as reported by Bloomberg, L.P. (or, if Bloomberg is not available, by another reputable reporting service reasonably acceptable to the Company), calculated based on actual executed trade prices and volumes during regular trading hours.
“Trading Day” means any day on which the Common Stock is traded on its principal trading market, including any day with an early close or reduced trading hours.
| 2.2. | Number of Exchange Shares. |
|---|
The number of shares of Common Stock to be issued to Holder pursuant to this Agreement (the “Exchange Shares”) shall be equal to the Outstanding Balance divided by the Conversion Price, as set forth on Schedule A.
| 2.3. | Final Schedule. |
|---|
Schedule A attached hereto has been completed as of the Effective Date and sets forth, with respect to each Note being exchanged: (a) the outstanding principal amount, (b) accrued but unpaid interest, (c) the total Outstanding Balance, (d) the Conversion Price, and (e) the resulting number of Exchange Shares to be issued to Holder. Schedule A shall be deemed final, complete, and incorporated into this Agreement as of the Effective Date.
| 3. | ISSUANCE OF SHARES |
|---|---|
| 3.1. | Issuance. |
| --- | --- |
On the Conversion Date, the Company shall issue the Exchange Shares to Holder in book-entry or certificate form.
| 3.2. | Legal Status of Shares. |
|---|
The Exchange Shares, when issued in accordance with this Agreement and the Board resolutions approving this Agreement, shall be validly issued, fully paid, and nonassessable under Section 607.0621 of the Florida Business Corporation Act (“FBCA”).
| 3.3. | No Fractional Shares. |
|---|
No fractional Exchange Shares shall be issued. Any fractional share shall be rounded up to the nearest whole share.
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| 4. | REPRESENTATIONS AND WARRANTIES OF HOLDER |
|---|
Holder hereby represents and warrants to the Company that:
| (a) | Ownership. Holder is the lawful owner of the Notes, free and clear of all liens and encumbrances. |
|---|---|
| (b) | Authorization. Holder has full power and authority to enter into this Agreement. |
| --- | --- |
| (c) | Investment Intent. Holder is acquiring the Exchange Shares for investment purposes and not with a view to distribution. |
| --- | --- |
| (d) | Accredited Investor. Holder is an “accredited investor” under Rule 501(a) of Form 506 of the Securities Act of<br>1933, as amended. |
| --- | --- |
| (e) | No Reliance. Holder is not relying upon statements other than those expressly contained herein. |
| --- | --- |
| 5. | REPRESENTATIONS AND WARRANTIES OF THE COMPANY |
| --- | --- |
The Company represents and warrants to Holder that:
| (a) | Corporate Power. The Company is duly organized under Florida law. |
|---|---|
| (b) | Authorization. Corporate action authorizing this Agreement and the issuance of the Exchange Shares has been taken. |
| --- | --- |
| (c) | Valid Issuance. When issued pursuant to the terms of this Agreement, the Exchange Shares will be validly issued, fully paid,<br>and nonassessable. |
| --- | --- |
| (d) | Non-Contravention. Execution of this Agreement does not violate the Company’s organizational documents. |
| --- | --- |
| 6. | FORM 8-K FILING |
| --- | --- |
The Company shall prepare and file a Form 8-K describing this Agreement and the Exchange Shares.
| 7. | MISCELLANEOUS |
|---|---|
| 7.1. | Governing Law. |
| --- | --- |
This Agreement shall be governed by Florida law.
| 7.2. | Submission to Jurisdiction. |
|---|
Each Party irrevocably and unconditionally submits to the non-exclusive jurisdiction of (a) the state courts of the State of Florida located in Broward County, Florida, and the federal courts of the United States sitting in the Southern District of Florida, and (b) the state courts of the State of California located in Alameda County, California, and the federal courts sitting in the Northern District of California, for any action, suit, or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby. Each Party irrevocably waives any objection to the laying of venue in such courts, including any claim of inconvenient forum.
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| 7.3. | Waiver of Jury Trial. |
|---|
EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING, CLAIM, OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.
| 7.4. | Entire Agreement. |
|---|
This Agreement and ScheduleA constitute the entire agreement.
| 7.5. | Amendments. |
|---|
Any amendments to this Agreement must be approved by the independent director of the Board of Directors of the Company and signed by both parties.
| 7.6. | Counterparts. |
|---|
May be executed electronically and in one or two counterparts. The Holder may not sign this Agreement or any amendment hereto on behalf of the Company.
[Remainder of page intentionally left blank.]
[Signature page follows.]
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IN WITNESS WHEREOF, the Parties have executed this Exchange Agreement as of the Effective Date.
| HELIO CORPORATION | |
|---|---|
| By: | /s/ Gregory T. Delory |
| Name: | Gregory T. Delory |
| Title: | Chief Executive Officer |
| HOLDER: | |
| /s/ Gregory T. Delory | |
| Gregory T. Delory, individually |
[SIGNATURE PAGE TO EXCHANGE AGREEMENT]
5
Schedule A
| Date of<br><br> Note | Payee | Principal<br><br> Amount | Interest<br><br> Rate | Maturity<br><br> Date | Accrued<br><br> Interest<br><br> (as of H2) | Total<br><br> Outstanding | Conversion<br><br> Price | Conversion<br><br> Shares | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 3/1/2024 | Gregory T. Delory | $ | 32,876.53 | * | 10.6586 | % | 2/1/2026 | $ | 5,664.15 | $ | 38,540.68 | ||||||
| 3/1/2024 | Gregory T. Delory | $ | 30,000.00 | 10.99 | % | 3/1/2027 | $ | 5,775.02 | $ | 35,775.02 | |||||||
| 2/14/2025 | Gregory T. Delory | $ | 200,000.00 | 9.75 | % | 2/14/2028 | $ | 15,468.66 | $ | 215,468.66 | |||||||
| 12/1/2025 | Gregory T. Delory | $ | 25,404.00 | 0 | % | - | - | $ | 25,404.00 | ||||||||
| $ | 288,280.53 | $ | 26,907.83 | $ | 315,188.36 | 0.142971 | 2,204,561 | ||||||||||
| * | Original principal was $50,000 but has been partially paid down | ||||||||||||||||
| --- | --- |
6
Exhibit 10.2
EXCHANGE AGREEMENT
This EXCHANGE AGREEMENT (this “Agreement”) is entered into as of December 2, 2025 (the “Effective Date”), by and between Helio Corporation, a Florida corporation (the “Company”), and Paul S. Turin (“Holder”). The Company and Holder may each be referred to as a “Party” and collectively as the “Parties.”
RECITALS
WHEREAS, Holder is the legal and beneficial owner of certain promissory notes issued by the Company and held by Holder, together with all accrued but unpaid interest thereon (collectively, the “Notes”), as more particularly described on Schedule A attached hereto;
WHEREAS, as of the Effective Date, the aggregate outstanding principal and accrued interest owed under the Notes is set forth on Schedule A (the “OutstandingBalance”);
WHEREAS, the Company and Holder desire to exchange the Outstanding Balance for shares of the Company’s common stock, no par value (the “Common Stock”), pursuant to the terms of this Agreement;
WHEREAS, the number of shares of Common Stock to be issued to Holder shall be determined using the volume-weighted average price of the Common Stock for the twenty (20) consecutive Trading Days immediately preceding the Conversion Date (the “20-Day VWAP”), as set forth on Schedule A once calculated;
NOW, THEREFORE, in consideration of the mutual covenants contained herein and intending to be legally bound, the Parties hereby agree as follows:
| 1. | EXCHANGE OF NOTES |
|---|---|
| 1.1. | Exchange. |
| --- | --- |
Subject to the terms and conditions of this Agreement, Holder hereby irrevocably agrees to exchange, cancel, and surrender the Notes and the Outstanding Balance in full satisfaction thereof, and the Company hereby agrees to issue to Holder the number of shares of Common Stock (the “Exchange Shares”) calculated in accordance with Section 2 below.
| 1.2. | Cancellation. |
|---|
Upon issuance of the Exchange Shares, the Notes shall be deemed cancelled, extinguished, forgiven, and of no further force or effect, and the Company shall have no further obligations under the Notes.
| 2. | CALCULATION OF EXCHANGE SHARES |
|---|---|
| 2.1. | Conversion Price. |
| --- | --- |
The “Conversion Price” shall mean $0.142971, representing the volume-weighted average price of the Common Stock for the twenty (20) consecutive Trading Days immediately preceding the Conversion Date (the “20-Day VWAP”).
For purposes of this Agreement, “VWAP” means, for any Trading Day, the volume-weighted average price of the Common Stock on the principal trading market as reported by Bloomberg, L.P. (or, if Bloomberg is not available, by another reputable reporting service reasonably acceptable to the Company), calculated based on actual executed trade prices and volumes during regular trading hours.
“Trading Day” means any day on which the Common Stock is traded on its principal trading market, including any day with an early close or reduced trading hours.
| 2.2. | Number of Exchange Shares. |
|---|
The number of shares of Common Stock to be issued to Holder pursuant to this Agreement (the “Exchange Shares”) shall be equal to the Outstanding Balance divided by the Conversion Price, as set forth on Schedule A.
| 2.3. | Final Schedule. |
|---|
Schedule A attached hereto has been completed as of the Effective Date and sets forth, with respect to each Note being exchanged: (a) the outstanding principal amount, (b) accrued but unpaid interest, (c) the total Outstanding Balance, (d) the Conversion Price, and (e) the resulting number of Exchange Shares to be issued to Holder. Schedule A shall be deemed final, complete, and incorporated into this Agreement as of the Effective Date.
| 3. | ISSUANCE OF SHARES |
|---|---|
| 3.1. | Issuance. |
| --- | --- |
On the Conversion Date, the Company shall issue the Exchange Shares to Holder in book-entry or certificate form.
| 3.2. | Legal Status of Shares. |
|---|
The Exchange Shares, when issued in accordance with this Agreement and the Board resolutions approving this Agreement, shall be validly issued, fully paid, and nonassessable under Section 607.0621 of the Florida Business Corporation Act (“FBCA”).
| 3.3. | No Fractional Shares. |
|---|
No fractional Exchange Shares shall be issued. Any fractional share shall be rounded up to the nearest whole share.
2
| 4. | REPRESENTATIONS AND WARRANTIES OF HOLDER |
|---|
Holder hereby represents and warrants to the Company that:
| (a) | Ownership. Holder is the lawful owner of the Notes, free and clear of all liens and encumbrances. |
|---|---|
| (b) | Authorization. Holder has full power and authority to enter into this Agreement. |
| --- | --- |
| (c) | Investment Intent. Holder is acquiring the Exchange Shares for investment purposes and not with a view to distribution. |
| --- | --- |
| (d) | Accredited Investor. Holder is an “accredited investor” under Rule 501(a) of Form 506 of the Securities Act of<br>1933, as amended. |
| --- | --- |
| (e) | No Reliance. Holder is not relying upon statements other than those expressly contained herein. |
| --- | --- |
| 5. | REPRESENTATIONS AND WARRANTIES OF THE COMPANY |
| --- | --- |
The Company represents and warrants to Holder that:
| (a) | Corporate Power. The Company is duly organized under Florida law. |
|---|---|
| (b) | Authorization. Corporate action authorizing this Agreement and the issuance of the Exchange Shares has been taken. |
| --- | --- |
| (c) | Valid Issuance. When issued pursuant to the terms of this Agreement, the Exchange Shares will be validly issued, fully paid,<br>and nonassessable. |
| --- | --- |
| (d) | Non-Contravention. Execution of this Agreement does not violate the Company’s organizational documents. |
| --- | --- |
| 6. | FORM 8-K FILING |
| --- | --- |
The Company shall prepare and file a Form 8-K describing this Agreement and the Exchange Shares.
| 7. | MISCELLANEOUS |
|---|---|
| 7.1. | Governing Law. |
| --- | --- |
This Agreement shall be governed by Florida law.
| 7.2. | Submission to Jurisdiction. |
|---|
Each Party irrevocably and unconditionally submits to the non-exclusive jurisdiction of (a) the state courts of the State of Florida located in Broward County, Florida, and the federal courts of the United States sitting in the Southern District of Florida, and (b) the state courts of the State of California located in Alameda County, California, and the federal courts sitting in the Northern District of California, for any action, suit, or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby. Each Party irrevocably waives any objection to the laying of venue in such courts, including any claim of inconvenient forum.
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| 7.3. | Waiver of Jury Trial. |
|---|
EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING, CLAIM, OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.
| 7.4. | Entire Agreement. |
|---|
This Agreement and ScheduleA constitute the entire agreement.
| 7.5. | Amendments. |
|---|
Any amendments to this Agreement must be approved by the independent director of the Board of Directors of the Company and signed by both parties.
| 7.6. | Counterparts. |
|---|
May be executed electronically and in one or two counterparts. The Holder may not sign this Agreement or any amendment hereto on behalf of the Company.
[Remainder of page intentionally left blank.]
[Signature page follows.]
4
IN WITNESS WHEREOF, the Parties have executed this Exchange Agreement as of the Effective Date.
| HELIO CORPORATION | |
|---|---|
| By: | /s/ Gregory T. Delory |
| Name: | Gregory T. Delory |
| Title: | Chief Executive Officer |
| HOLDER: | |
| /s/ Paul S. Turin | |
| Paul S. Turin |
[SIGNATURE PAGE TO EXCHANGE AGREEMENT]
5
Schedule A
| Date of<br><br> Note | Payee | Principal<br><br> Amount | Interest<br><br> Rate | Maturity<br><br> Date | Accrued<br><br> Interest<br><br> (as of H2) | Total<br><br> Outstanding | Conversion<br><br> Price | Conversion<br><br> Shares | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 4/18/2022 | Paul S. Turin | $ | 250,000.00 | 6.5 | % | 4/18/2025 | $ | 8,614.13 | $ | 258,614.13 | ||||||
| 8/29/2022 | Paul S. Turin | $ | 100,000.00 | 9.25 | % | 8/29/2025 | $ | 19,111.55 | $ | 119,111.55 | ||||||
| 2/14/2023 | Paul S. Turin | $ | 50,000.00 | 10.5 | % | 2/14/2026 | $ | 9,414.64 | $ | 59,414.64 | ||||||
| 2/26/2024 | Paul S. Turin | $ | 80,000.00 | 11.25 | % | 2/26/2027 | $ | 9,764.38 | $ | 89,764.38 | ||||||
| 2/3/2025 | Paul S. Turin | $ | 185,000.00 | 9.75 | % | 2/3/2028 | $ | 14,899.03 | $ | 199,899.03 | ||||||
| 12/1/2025 | Paul S. Turin | $ | 15,773.00 | 0 | % | - | - | $ | 15,773.00 | |||||||
| $ | 680,773.00 | $ | 61,803.73 | $ | 742,576.73 | 0.142971 | 5,193,898 |
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Exhibit 10.3
THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY STATE SECURITIES LAWS. THEY MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED, OR OTHERWISE DISPOSED OF UNLESS (A) REGISTERED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS, OR (B) AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS IS AVAILABLE.
HELIO CORPORATION
PROMISSORY NOTE
$25,404.00
December 2, 2025
FOR VALUE RECEIVED, Helio Corporation, a Florida corporation (the “Company”), hereby promises to pay to the order of Gregory T. Delory (“Lender”), the Company’s Chief Executive Officer, the principal sum of $25,404.00, representing funds previously advanced by Lender to the Company and its subsidiary, Heliospace Corporation, as further described in Section 1 of this Note. This Note is not a retroactive or backdated instrument.
| 1. | PRINCIPAL |
|---|
The principal amount of this Note is Twenty-Five Thousand Four Hundred Four U.S. Dollars and Zero Cents ($25,404.00), consisting of the prior advance by the Lender of (i) $10,000.00 to Heliospace Corporation on July 1, 2018; and (ii) $15,404.00 to the Company on April 18, 2025.
| 2. | INTEREST |
|---|
This Note shall bear no interest.
| 3. | MATURITY |
|---|
All unpaid principal shall be due and payable ON DEMAND upon written notice from Lender to the Company.
| 4. | PREPAYMENT |
|---|
The Company may prepay all or any portion of the outstanding principal of this Note at any time without premium or penalty.
| 5. | EVENTS OF DEFAULT |
|---|
Each of the following shall constitute an “Event of Default”:
| (a) | Failure of the Company to pay any amount due hereunder within fifteen (15) days after written demand; or |
|---|---|
| (b) | The Company becomes subject to bankruptcy or insolvency proceedings. |
| --- | --- |
Upon an Event of Default, the entire unpaid principal shall become immediately due and payable at the option of Lender.
| 6. | GOVERNING LAW |
|---|
This Note shall be governed by and construed in accordance with the laws of the State of Florida.
| 7. | NOTICES |
|---|
All notices required or permitted hereunder shall be in writing and delivered personally, by email, or by certified mail to the parties at their respective last known addresses.
| 8. | MISCELLANEOUS |
|---|---|
| (a) | No Waiver. No delay or failure by Lender to exercise any right hereunder shall operate as a waiver. |
| --- | --- |
| (b) | Amendments. This Note may be amended only by a written instrument executed by both parties. |
| --- | --- |
| (c) | Transfer; Assignment. The Lender acknowledges that this Note constitutes a “restricted security” under the Securities<br>Act of 1933, as amended (the “Securities Act”), and has not been registered under the Securities Act or any state securities<br>laws. This Note may not be offered, sold, assigned, pledged, or otherwise transferred unless (a) pursuant to an effective registration<br>statement under the Securities Act and applicable state securities laws, or (b) an exemption from such registration requirements is available,<br>and, in each case, subject to the Company’s prior written consent. |
| --- | --- |
| (d) | Entire Agreement. This Note constitutes the entire agreement between the parties with respect to the indebtedness evidenced<br>hereby. |
| --- | --- |
| (e) | No Backdating. The parties acknowledge that this Note is executed as of the date above and is not a retroactive or backdated<br>instrument. |
| --- | --- |
[Signature page follows.]
2
IN WITNESS WHEREOF, the Company and Lender have executed this Promissory Note as of the date first written above.
| HELIO CORPORATION | |
|---|---|
| By: | /s/ Gregory T. Delory |
| Name: | Gregory T. Delory |
| Title: | Chief Executive Officer |
| LENDER: | |
| /s/ Gregory T. Delory | |
| Gregory T. Delory, individually |
[SIGNATURE PAGE TO DEMAND NOTE]
3
Exhibit 10.4
THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY STATE SECURITIES LAWS. THEY MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED, OR OTHERWISE DISPOSED OF UNLESS (A) REGISTERED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS, OR (B) AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS IS AVAILABLE.
HELIO CORPORATION
PROMISSORY NOTE
$15,773.00
December 2, 2025
FOR VALUE RECEIVED, Helio Corporation, a Florida corporation (the “Company”), hereby promises to pay to the order of Paul S. Turin (“Lender”), the Company’s Chief Engineer, the principal sum of $15,773.00, representing funds previously advanced by Lender to the Company and its subsidiary, Heliospace Corporation, as further described in Section 1 of this Note. This Note is not a retroactive or backdated instrument.
| 1. | PRINCIPAL |
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The principal amount of this Note is Fifteen Thousand Seven Hundred Seventy-Three U.S. Dollars and Zero Cents ($15,773.00), consisting of the prior advance of $15,773.00 by Lender to the Company on April 17, 2025.
| 2. | INTEREST |
|---|
This Note shall bear no interest.
| 3. | MATURITY |
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All unpaid principal shall be due and payable ON DEMAND upon written notice from Lender to the Company.
| 4. | PREPAYMENT |
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The Company may prepay all or any portion of the outstanding principal of this Note at any time without premium or penalty.
| 5. | EVENTS OF DEFAULT |
|---|
Each of the following shall constitute an “Event of Default”:
| (a) | Failure of the Company to pay any amount due hereunder within fifteen (15) days after written demand; or |
|---|---|
| (b) | The Company becomes subject to bankruptcy or insolvency proceedings. |
| --- | --- |
Upon an Event of Default, the entire unpaid principal shall become immediately due and payable at the option of Lender.
| 6. | GOVERNING LAW |
|---|
This Note shall be governed by and construed in accordance with the laws of the State of Florida.
| 7. | NOTICES |
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All notices required or permitted hereunder shall be in writing and delivered personally, by email, or by certified mail to the parties at their respective last known addresses.
| 8. | MISCELLANEOUS |
|---|---|
| (a) | No Waiver. No delay or failure by Lender to exercise any right hereunder shall operate as a waiver. |
| --- | --- |
| (b) | Amendments. This Note may be amended only by a written instrument executed by both parties. |
| --- | --- |
| (c) | Transfer; Assignment. The Lender acknowledges that this Note constitutes a “restricted security” under the Securities<br>Act of 1933, as amended (the “Securities Act”), and has not been registered under the Securities Act or any state securities<br>laws. This Note may not be offered, sold, assigned, pledged, or otherwise transferred unless (a) pursuant to an effective registration<br>statement under the Securities Act and applicable state securities laws, or (b) an exemption from such registration requirements is available,<br>and, in each case, subject to the Company’s prior written consent. |
| --- | --- |
| (d) | Entire Agreement. This Note constitutes the entire agreement between the parties with respect to the indebtedness evidenced<br>hereby. |
| --- | --- |
| (e) | No Backdating. The parties acknowledge that this Note is executed as of the date above and is not a retroactive or backdated<br>instrument. |
| --- | --- |
[Signature page follows.]
2
IN WITNESS WHEREOF, the Company and Lender have executed this Promissory Note as of the date first written above.
| HELIO CORPORATION | |
|---|---|
| By: | /s/ Gregory T. Delory |
| Name: | Gregory T. Delory |
| Title: | Chief Executive Officer |
| LENDER: | |
| /s/ Paul S. Turin | |
| Paul S. Turin |
[SIGNATURE PAGE TO DEMAND NOTE]
3
Exhibit 99.1
Heliospace Announces Founder Loan Conversion to Common Equity
Conversion Strengthens Balance Sheet and DemonstratesLong-Term Commitment to Company Growth
Berkeley, Calif.,— Dec. 04, 2025 (GLOBE NEWSWIRE) — Heliospace, a subsidiary of Helio Corporation (OTCID:HLEO), (“the Company”), an aerospace company specializing in cutting-edge technologies that empower space exploration and innovation, today announced that its founders have voluntarily converted outstanding loans previously provided to the Company into shares of common stock.
The conversion eliminates $1,057,765 of founder-provided debt from the Company’s balance sheet and replaces it with long-term equity capital. This action enhances the Company’s capital structure, reduces liabilities, and is expected to better position the Company for potential financing initiatives.
Under the terms of the conversions, founders Gregory T. Delory and Paul S. Turin exchanged an aggregate of $1,057,765 in outstanding principal and accrued interest for a total of 7,398,459 shares of the Company’s common stock at a conversion price of $0.142971 per share, which represented the 20-day Volume-Weighted Average Price (VWAP) of the share price through December 1, 2025, as reported by OTC Markets Group.
“This conversion reflects our confidence in the Company’s long-term vision and our commitment to supporting its continued growth,” said Gregory Delory, CEO. “We believe that strengthening the Company’s balance sheet at this stage will improve our ability to attract new investment and expand our capabilities, and enhance the Company’s financial flexibility as we enter the next phase of development.”
The converted loans were originally extended by the founders to support early operational and development activities. With this conversion, the Company expects to improve its debt-equity ratio and reduce near-term cash obligations.
The Company continues to advance its space qualified mechanisms and advanced deployable systems in preparation for new incoming contracts as well as expansion into new lines of business in 2026.
About Helio Corporation
Heliospace is an aerospace company specializing in cutting-edge hardware, systems engineering, and mission-critical services for space exploration. With deep expertise in civil space missions, Heliospace serves customers including NASA and other government agencies along with commercial, private, non-profit and academic institutions. Heliospace’s mission is to empower humanity’s scientific and commercial expansion into space, lead in the dynamic space economy, and create lasting value for partners and investors. Visit helio.space for more information.
Heliospace Corporation is a wholly owned subsidiary of Helio Corporation, a technology, engineering and research and development holding company serving commercial, government and non-profit organizations.
Note Regarding Forward Looking Statements:
Some of the matters discussed herein may contain forward-looking statements that involve significant risk and uncertainties. Forward-looking statements can be identified by the use of words like "believes," "could," "possibly,” "probably," "anticipates," "estimates," "projects," "expects," "may," "will," "should," "seek," "intend," "plan,” "expect," or "consider" or the negative of these expressions or other variations, or by discussions of strategy that involve risks and uncertainties. All forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause our actual transactions, results, performance or achievements to be materially different from any future transactions, results, performance or achievements expressed or implied by such forward-looking statements, including our ability to obtain financing on acceptable terms or at all, and other risk factors included in the reports we file with the Securities and Exchange Commission (the “Commission”). We base these forward-looking statements on current expectations and projections about future events and the information currently available to us. Although we believe that the assumptions for these forward-looking statements are reasonable, any of the assumptions could prove to be inaccurate. Consequently, no representation or warranty can be given that the estimates, opinions, or assumptions made in or referenced by this presentation, including, but not limited to, our ability to obtain financing, will prove to be accurate. We caution you that the forward-looking statements in this presentation are only estimates and predictions, or statements or current intent. Actual results or outcomes, or actions that we ultimately undertake, could differ materially from those anticipated in the forward-looking statements due to risks, uncertainties or actual events differing from the assumptions underlying these statements. We caution investors not to rely on the forward-looking statements contained in, or made in connection with this presentation and encourage investors to review the reports we file with the Commission. The Company undertakes no duty or obligation to update any forward-looking statements contained in this presentation as a result of new information, future events or changes in the Company’s business plans or model.
For More Information Contact: info@helio.space