8-K
Helio Corp /FL/ (HLEO)
UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549
FORM 8-K
CURRENT REPORTPursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): January 5, 2026
HELIO CORPORATION
(Exact name of registrant as specified in its charter)
| Florida | 000-56744 | 92-0586004 |
|---|---|---|
| (State or other jurisdiction<br><br>of incorporation) | (Commission File Number) | (IRS Employer<br><br>Identification No.) |
2448 Sixth Street, Berkeley, California 94710
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code:
(510) 545-2666
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | 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 3.02 Unregistered Sales of Equity Securities
On January 5, 2026, Helio Corporation (the “Company”) issued 3,000,000 shares of its common stock to Edward Cabrera in connection with his appointment as the Chief Executive Officer of the Company pursuant to the Executive Employment Agreement entered into on January 5, 2026, the material terms of which are described below under Item 5.02 of this Current Report on Form 8-K.
In addition, on January 5, 2026, the Company issued 1,250,000 shares of its common stock to the Company’s Manager of Investor Relations in consideration for services rendered.
The shares were issued as compensation for services and were not registered under the Securities Act of 1933, as amended (the “Securities Act”). The issuance of the shares was made in reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities Act. The shares were issued without any general solicitation or advertising, and Mr. Cabrera represented that he was acquiring the shares for investment purposes only.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Appointment of Chief Executive Officer and Chairman of the Board
On January 5, 2026, the Company’s Board of Directors (the “Board”) appointed Edward Cabrera as the Chief Executive Officer of the Company and as the Chairman of the Company’s Board of Directors, effective January 5, 2026 (the “Effective Date”).
Mr. Cabrera replaced Gregory T. Delory as the Chief Executive Officer of the Company and Chairman of the Board. In connection with this transition, Mr. Delory stepped down from his roles as President and Chief Executive Officer and was appointed Chief Technology Officer of the Company as of the Effective Date. Mr. Delory will continue to serve as a member of the Board.
Biographical Information
Mr. Cabrera, age 66, has more than 35 years of experience in investment banking, capital markets, and corporate finance, with a focus on advising and financing small-capitalization and emerging growth companies. Since 2018, Mr. Cabrera has served as Managing Director of Investment Banking at Network 1 Financial Securities, Inc., where he has been responsible for advising clients on public and private capital raises, mergers and acquisitions, and other strategic financing transactions, as well as supervising investment banking professionals. From 2003 to 2018, Mr. Cabrera provided financial and strategic advisory services to small-capitalization and middle-market companies, including capital markets advisory, mergers and acquisitions, and restructuring.
From 2009 to 2011, Mr. Cabrera served as a member of the board of Neah Power Systems Inc (now known as XNRGI, Inc.) who had provided battlefield products for the Department of Defense DARPA arm and to the Defense Industry. Mr. Cabrera has previously served as Chief Executive Officer of Nuevo Financial Center, Inc. from 1993 to 2003, and CDI Telecom Corporation from 1998 to 2000.
Earlier in his career, Mr. Cabrera held senior investment banking and capital markets roles at Merrill Lynch & Co., PaineWebber Inc. (later UBS), and Raymond James & Associates. Prior to Wall Street, Edward graduated from Harvard Business School with a Master’s in Business Administration in 1987 after working at General Electric in the Armament Division and in the Jet Propulsion Department of Eastern Airlines. Prior to this, he graduated from University of Florida with a Bachelor of Science in Engineering.
There are no family relationships between Mr. Cabrera and any director or executive officer of the Company.
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Executive Employment Agreement
In connection with Mr. Cabrera’s appointment, on January 5, 2026, the Company entered into an Executive Employment Agreement (the “Employment Agreement”) with Mr. Cabrera.
Pursuant to the Employment Agreement, Mr. Cabrera will serve as the Chief Executive Officer and Chairman of the Board for an initial term of one year commencing on the Effective Date, which term will automatically renew for successive one-year periods thereafter unless terminated in accordance with the Employment Agreement. Mr. Cabrera will have general supervisory and management authority over the Company’s operations and personnel and will report to the Board.
Mr. Cabrera’s appointment to serve as Chairman of the Board is subject to his reelection as a member of the Board of Directors by the Company’s stockholders pursuant to the Florida Business Corporation Act and the Company’s bylaws.
Under the Employment Agreement, the Company agreed to issue Mr. Cabrera 3,000,000 shares of the Company’s common stock upon execution of the Employment Agreement. Mr. Cabrera will receive an annual base salary of $1, unless and until the Board determines otherwise. The Employment Agreement further provides that, for so long as Mr. Cabrera is employed by the Company and the Company’s common stock is traded on the OTC Markets, the Company shall take such actions as are necessary to enable Mr. Cabrera to maintain beneficial ownership of at least ten percent (10%) of the Company’s outstanding common stock, including in connection with future issuances of equity securities. The Employment Agreement also provides that Mr. Cabrera will serve as a member and Chairman of the Board and will have the right to appoint three of the seven members of the Board, subject to applicable independence requirements.
The Employment Agreement may be terminated by the Company only for cause, as defined therein, or by Mr. Cabrera upon 60 days’ prior written notice. In the event Mr. Cabrera’s employment is terminated by the Company without cause, or upon a constructive termination, termination by mutual agreement, disability, or death (other than suicide), Mr. Cabrera (or his designated beneficiaries, as applicable) will be entitled to continued salary and benefits for a period of two years following such termination. In the event of termination for cause or resignation, Mr. Cabrera will be entitled only to accrued compensation and benefits through the date of termination.
The foregoing description of the Employment Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Employment Agreement, which is filed as an exhibit to this Current Report on Form 8-K.The foregoing description of the Employment Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Employment Agreement, which is filed as an exhibit to this Current Report on Form 8-K.
Item 404(a) Certain Relationships and Related Transactions
On January 5, 2026, the Company entered into an employment agreement with Edward W. Cabrera, pursuant to which Mr. Cabrera serves as Manager of Investor Relations of the Company. Mr. Cabrera is the son of Edward Cabrera, the Company’s Chairman of the Board and Chief Executive Officer.
Pursuant to the employment agreement, the Company issued 1,250,000 shares of its common stock to Mr. Cabrera as compensation for services. The employment agreement and the issuance of shares thereunder were approved by the Board of Directors of the Company.
Item 7.01 Regulation FD Disclosure
On January 5, 2026, the Company issued a press release announcing the appointment of Edward Cabrera as President and Chief Executive Officer of the Company, effective January 5, 2026, as well as certain related corporate developments.
A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The information furnished pursuant to this Item 7.01, including Exhibit 99.1 attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such filing.
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description |
|---|---|
| 10.1 | Executive Employment Agreement, dated January 5, 2026, between Helio Corporation and Edward Cabrera |
| 99.1 | Press Release, dated January 5, 2026 |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| HELIO CORPORATION | ||
|---|---|---|
| Date: January 5, 2026 | By: | /s/ Edward M. Cabrera |
| Name: | Edward M. Cabrera | |
| Title: | Chief Executive Officer |
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Exhibit 10.1
EXECUTIVE EMPLOYMENT AGREEMENT
Chief Executive Officer and Chairman of theBoard
This EXECUTIVE EMPLOYMENT AGREEMENT (“Agreement”) made and entered into this 5th day of January, 2026, by and between Helio Corporation, a Florida corporation with principal offices located at 2448 Sixth Street, Berkeley, California 94710 (“Helio” or “Company”); and Edward Cabrera, an individual, with principal offices located at 15 William Street, Suite 41L, NY, NY 10005 (“Cabrera” or CEO). Helio and Cabrera shall be referred to individually as a “Party’’ and collectively as the “Parties.”
WHEREAS, Helio is a Florida corporation, in the business of manufacturing aerospace products, and components for spacecrafts;
WHEREAS, Cabrera is an individual possessing the education, experience and skills needed to administer and manage Helio as well as the general experience needed to manage its operations, production and personnel;
WHEREAS, the board of directors of Helio has determined and resolved that it is in the best interest of the Company to retain the services of Cabrera as Chief Executive Officer and member of the Board of Directors, with all the requisite rights, duties and obligations of these positions;
NOW, THEREFORE, in consideration of the mutual covenants, representations, warranties and agreements contained in this Agreement, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the Parties agree as follows:
1.0 Duties & Responsibilities
1.1 Duties of Chief ExecutiveOfficer. Helio will employ Cabrera as its Chief Executive Officer (from now referred to as CEO) and Chairman of the Board during the Term of this Agreement. Cabrera shall perform his duties and responsibilities as CEO within the framework of the vision, mission, and core values of Helio, as well as the Articles of incorporation and Bylaws, of Helio. In such capacity, Cabrera shall exercise general supervisory responsibility and management authority over Helio and shall perform such other duties commensurate with his position as may reasonably be assigned to him from time to time by Helio Board of Directors. As part of his duties, Cabrera shall also attend those educational, academic or philanthropic conferences related to Helio that Cabrera or the Board of Directors determine are beneficial and appropriate. Cabrera shall be responsible for the hiring and discharge of all Helio personnel and contractors, either directly or through his designees. Cabrera shall also have the right and authority to contract and make· other commitments on behalf of Helio consistent with its goals, missions, and the confines of Helio budget. Without limiting the foregoing, Cabrera’ duties include but are not limited to:
1.1.1 Communicating the vision, mission and core values of Helio to the staff, to the community, to contributors, to governmental entities and to the public at large;
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1.1.2 Acting as a positive force in the community consistent with the vision, mission and core values of Helio;
1.1.3 Working with the Chairman of the Board to establish Helio Board of Directors’ meeting agendas;
1.1.4 Providing advice and counsel to Helio Board of Directors and its Committees;
1.1.5 Recruiting and managing the key (i.e., top) employees;
1.1.6 Orienting and training new and established employees;
1.1.7 Developing and evaluating Board of Director and key employees; and
1.1.8 Serving as Helio spokesperson with the media.
**1.2 Conflicts of Interest.**Cabrera shall avoid conflicts, potential or real, between his own personal and financial interests and that of Helio, and shall comply with Helio conflict of interest policy as adopted and revised by the Board of Directors from time to time. In general, Cabrera shall be free to engage in independent consulting relationship and pursue personal business activities unrelated to his duties at Helio to the extent consistent with the conflict-of-interest policy and with the approval of the Board.
2.0 Consideration. In Consideration for Cabrera’s agreement to perform his duties as CEO in accordance with Article 1 of this Agreement, Helio agrees as follows:
2.1 Common Stock. Helio agrees to issue to Cabrera three million (3,000,000) shares of common stock in the Company (the Stock”). Helio shall issue the Stock certificates concurrent with the execution of this agreement. Cabrera shall maintain at least ten percent (10%) even in the event that Helio issues new shares of any type of stock as long as he is employed by Helio and the stock trades on the OTC.
2.2 Salary. Helio agrees to pay to Cabrera a salary in the amount of $1 per year until such time as the Board of Directors determines future compensation based on Cabrera’ performance or other merit-based criteria.
2.3 Member of the Boardof Directors. Helio agrees to appoint Cabrera as a member of the Board of Directors and Chairman of the Board of Helio, with all requisite rights, duties and obligations of that position. Cabrera shall be allowed to appoint three (including himself) of the seven members of the Board of Directors which shall include four independent board members required for NASDAQ/NYSE listing.
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3.0 Term of Employment. Cabrera’s Term of Employment pursuant to this Agreement shall commence upon execution of this Agreement and shall continue for a period of one (1) year therefrom. Thereafter, the Term of Employment shall automatically renew for successive periods of one (1) year each.
3.1 Termination for Cause. The Board of Directors may only terminate Cabrera’ employment with the Company for cause. In the event Cabrera is terminated for Cause, the Company shall have no obligation, except as otherwise required by law, to (a) pay a salary to Cabrera in accordance with the provisions of Section 2.2, except for the Cabrera’ then applicable salary accrued through the date of such termination; and (b) provide any further benefits for the period following Cabrera’ termination for cause. “Cause” shall be defined as:
3.1.1 Any act or omission that constitutes a material breach by Cabrera of any of his obligations under this Agreement;
3.1.2 The willful and continued failure or refusal of Cabrera to satisfactorily perform the duties reasonably required of him as an employee of the Company;
3.1.3 Cabrera’ conviction of, or plea of nolo contendere to any felony or any crime involving dishonesty or moral turpitude or any other crime that could reflect negatively upon the Company or otherwise impair or impede its operations;
3.1.4 Cabrera’ engaging in any misconduct, negligence, act of dishonesty (including, without limitation, theft or embezzlement), or any activity that could result in any violation of federal securities laws, in each case, that is injurious to the Company or any of its Affiliates;
3.1.5 Cabrera’ material breach of a written policy of the Company or the rules of any governmental or regulatory body applicable to the Company;
3.1.6 Cabrera’ refusal to follow the directions of the Board, unless such directions are, in the reasonable written opinion of legal counsel, illegal or in violation of applicable law;
3.1.7 Any other willful misconduct by Cabrera that is materially injurious to the financial condition or business reputation of the Company or any of its Affiliates; or
3.1.8 Cabrera’ breach of his obligations under Section 1.1 of this Agreement.
3.2 Resignation by Cabrera. Cabrera may resign his employment with the Company upon 60 (sixty) days written notice to the Board, and his date of resignation shall be considered the date on which he is no longer employed, not the date on which he gives written notice. Cabrera shall only be entitled to receive: (a) his salary and bonuses in accordance with Section 2.2 that has accrued up to the date of resignation; and (b) any and all benefits accrued up to the date of resignation. Cabrera shall have no further rights under this Agreement or otherwise be entitled to receive any other compensation or benefits after the date of resignation.
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3.3 Termination without Cause. In the event that the Company terminates Cabrera’s employment without Cause, as defined in Section 3.1, Cabrera shall be entitled to receive: (a) his salary and bonuses in accordance with Section 2.2 for a period of 2 (two) years following the date of the termination without Cause; and (b) any and all benefits for which he is entitled for a period of 2 (two) years following the date of the termination without Cause. Cabrera shall have no further rights under this Agreement or otherwise be entitled to receive any other compensation or benefits after such termination.
3.4 Constructive Termination. In the event that Cabrera is constructively terminated, Cabrera shall be entitled to receive: (a) his salary and bonuses in accordance with Section 2.2 for a period of 2 (two) years following the date of the termination without Cause; and (b) any and all benefits for which he is entitled for a period of 2 (two) years following the date of the termination without Cause. Cabrera shall have no further rights under this Agreement or otherwise be entitled to receive any other compensation or benefits after such termination.
3.5 Termination by MutualAgreement. In the event that the Parties mutually agree to terminate the employment of Cabrera, regardless of the reason or reasons, Cabrera shall be entitled to receive: (a) his salary and bonuses in accordance with Section 2.2 for a period of 2 (two) years following the date of the termination by mutual agreement; and (b) any and all benefits for which he is entitled for a period of 2 (two) years following the date of the termination by mutual agreement. Cabrera shall have no further rights under this Agreement or otherwise be entitled to receive any other compensation or benefits after such termination.
3.6 Disability. In the event that Cabrera is forced to resign due to disability, regardless of cause unless as a result of an intentional self-inflicted injury, Cabrera shall be entitled to receive: (a) his salary and bonuses in accordance with Section 2.2 for a period of 2 (two) years following the date of the termination due to disability; and (c) any and all benefits for a period of 2 (two) years following the date of the termination due to disability. Cabrera shall have no further rights under this Agreement or otherwise be entitled to receive any other compensation or benefits after such termination.
3.6.1 Self-InflictedDisability. If such disability is as a result of any intentional self-inflicted injury, such termination shall be considered a resignation as of the date of the disability, and Cabrera shall only be entitled to the benefits provided as a result of resignation in accordance with Section 3.2.
3.7 Death. In the event of the death of Cabrera, for any reason other than suicide, Cabrera’ next of kin shall be entitled to receive: (a) his salary and bonuses in accordance with Section 2.2 for a period of 2 (two) years following the date of his death; and (b) any and all benefits for a period of 2 (two) years following the date of his death.
3.7.1 Suicide. In the event that Cabrera’ death is a result of suicide, such death shall be considered a resignation as of the date of death, and Cabrera’ next of kin shall only be entitled to the benefits provided as a result of resignation in accordance with Section 3.2 Next of Kin. Cabrera shall designate his next of kin at any time during his employment with the Company, or in the alternative, designate a trust or other entity to receive his salary and benefits in the event of his death.
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4.0 Confidentiality.
4.1 Confidential Information. During the performance of their duties and obligations under this Agreement, the Parties will become privileged to certain information that is classified as “Confidential Information,” including, but not limited to the terms and conditions of this Agreement; personal information regarding the Parties; and any other information that the
Parties shall deem to be Confidential Information. Any Party may deem any information as Confidential Information and do not require approval or authorization from the other Party for the information to be deemed Confidential Information. Confidential Information shall not include the following:
4.1.1 Information that is or becomes publicly available other than as a result of a violation of this Agreement; or
4.1.2 Information that is or becomes available on a non-confidential basis from a source that Party is not aware to be prohibited from disclosing such information pursuant to a legal, contractual or fiduciary obligation; or
4.1.3 Information that the Party can demonstrate was legally in the possession of a third party prior to disclosure by Party to that third party.
4.2 Non-Disclosure of ConfidentialInformation. Except as may be required by law, the Parties shall not disclose any Confidential Information to any third party without the express, written consent of the other Party. Each Party shall require all its owners, directors, managers, employees, key personnel, agents, representatives, affiliates, consultants, advisors, attorneys, accountants, contractors, and any other individual affiliated with that Party to be bound by the provisions of this Article.
4.3 Exemptions. Either Party may disclose the terms of this Agreement to its outside auditors, accountants, and attorneys, only to the extent necessary to permit the performance of the necessary or required tax, accounting, financial, legal, or tasks and services.
4.4 Remedies. Should any Party disclose any Confidential Information, the other Party shall be entitled to injunctive relief preventing further disclosure of Confidential Information, in addition to any other remedies, monetary or otherwise, available hereunder, whether at law or in equity of Any Party who sustains any damages, as the result of the other Party’s unauthorized disclosure of the Confidential Information shall be entitled to recover its costs and fees, including reasonable attorneys’ fees incurred in obtaining any such relief; and, in the event of litigation as a result of damages resulting from the unauthorized disclosure of Confidential Information, the prevailing party shall be entitled to recover its court costs, expert fees, reasonable attorney’s fees and expenses.
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5.0 General Considerations
5.1 Authority to Enterinto this Agreement. It is acknowledged that the Parties hereto confirm that they have the authority to enter into this Agreement and none are bound by any previous agreement that adversely affects this agreement.
**5.2 Additional Documentation.**The Parties agree to provide any additional documents, and execute as required by this Agreement to continue its full effect and performance.
5.3 Limitations. The Parties hereto agree that nothing herein shall be construed as involving any Party in the business of the other and that this Agreement is limited solely for the accomplishment of the business purposes outlined within this Agreement
5.4 Assignment. Cabrera reserves the right to assign his rights under paragraph 2.1 of this Agreement to any party, provided that no conflict of interest exists; however, neither party shall assign any other rights, duties or obligations under this Agreement to any third party unless prior written consent is obtained from the other party hereto.
5.5 Binding Effect. This Agreement shall be fully and completely binding upon any owner, manager, director, employee, key personnel, representative, affiliate, advisor, contractor, successor and/or assign of the Parties.
5.6 Counterparts. This Agreement may be signed in any number of counterparts, each of which shall be considered as an original, but all of which, when taken together, shall constitute a single complete agreement. It shall not be required that any single counterpart hereof be signed by all parties, so long as each party signs any counterpart hereof.
5.7 Acceptance: All Parties hereto specifically agree to accept a signed copy of this document, delivered by e-mail, with electronic signatures, as though it were the original. All Parties shall deem the electronic signatures affixed hereto valid and fully effective hereto.
5.8 Force Majeure: No Party shall be liable for any failure to perform its obligations in connection with any action described in this Agreement, if each failure results from any acts of God, war, civil unrest or other causes beyond any Party’s reasonable control, but excluding failure caused by the Party’s financial negligence or failure to follow through with needed and agreed to documentation to complete the effect of this Agreement.
**5.9 Binding Arbitration:**In the event a dispute arises, each Party agrees, relevant to any claim, to waive their rights to litigate in a court of law or equity, or to a jury trial, but rather agree their exclusive remedy is Binding Arbitration. Each Party shall bear their own costs of arbitration, but the prevailing Party shall be entitled to reimbursement of all costs, fees, and expenses (i.e. all reasonable pre- and post-award expenses of the arbitration fees for representation, travel, and out-of-pocket expenses).
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5.10 Governing Law. This Agreement shall be governed by, and construed in accordance with the laws of the State of New York, without regard to its conflict of law provisions. The Parties agree that any legal action or proceeding by or against any Party or with respect to or arising out of this Agreement may be brought in or removed to the courts of the State of New York, in and for the County of New York, or of the United States of America for the District of New York.
**5.11 Claims and Litigation.**Except as disclosed, there are no lawsuits, threats of litigation, claims, or other demands affecting or involving any Party, whether known or unknown, arising or accruing before the date of this Agreement, that may become a liability or obligation of any other Party or adversely affect this transaction.
5.12 Headings. The headings in this Agreement are included for convenience only and shall neither effect the construction or interpretation of any provision in this Agreement nor affect any of the rights or obligations of the parties to this Agreement.
5.13 Entire Agreement. This Agreement contains the entire agreement among the Parties and no statements, promises, or inducements made by any Party or agent of any Party that are not contained in this Agreement shall be valid or binding unless agreed upon by all Parties. This Agreement may not be enlarged, modified, or altered except in writing signed by all Parties and endorsed on this Agreement or future agreements or memorandums.
5.14 Notices. All notices or other communications shall be in writing and shall be personally delivered, or, if mailed, sent to the following relevant address or to such other address as the recipient party may have indicated to the sending party in writing:
If to Helio Corporation:
Helio Corporation
2448 Sixth Street
Berkeley, California 94710
If to Edward Cabrera:
Edward Cabrera
15 William Street, Suite 41L
New York, NY 10005
Any such notice shall be deemed given as of the date as personally delivered, sent by fax or e-mail, or mailed, if mailed by certified or registered mail, return receipt requested, or sent by Fed Ex, overnight mail, or a similar service. If otherwise mailed, the notice shall be deemed given as of the earlier of the fourth business day after mailing or actual receipt.
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IN WITNESS, the parties have executed this Agreement as of the 5^th^ day of January 2026 and year first written above:
Helio Corporation
Date: January 5, 2026
| /s/ Gregory T. Delory |
|---|
| Gregory T. Delory |
| Chief Executive Officer and Authorized Legal Representative of Helio<br>Corporation |
Edward Cabrera
Date: January 5, 2026
| /s/ Edward Cabrera |
|---|
| Edward Cabrera |
| As An Individual |
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Exhibit 99.1
Helio Announces New CEO and Chairman of the Board
Restructuring of Managementand the Board to set Company on a New Trajectory towards Enhancing Shareholder Value
Berkeley, California— January 5, 2026 (GLOBE NEWSWIRE) — On January 5, 2026, the Helio Corporation (OTCID:HLEO), (“Helio” or the “Company”), today announced that its Board of Directors has appointed Edward Cabrera as the Chief Executive Officer and Chairman of the Board effective immediately, replacing Gregory T. Delory who will assume the new title of Chief Technology Officer. In addition, Stuart Bale will assume the position of Chief Science Officer and Paul Turin as Chief Engineer. The change heralds a new strategic direction for the firm that will be revealed in the next several weeks. Mr. Delory, Mr. Bale and Mr. Turin will continue serving on the Company’s Board of Directors.
Since 2018, Helio has leveraged its deep experience to build a strong track record and a growing portfolio of intellectual property, serving as a trusted partner on projects ranging from small-scale initiatives to flagship space missions for NASA, private companies, universities, and global space agencies. Under this new leadership, the Company is refocusing its strategy to drive shareholder value. This strategic shift will involve decisive actions expected to strengthen Helio’s capital structure, reduce liabilities, and better position the Company for future financing initiatives.
“This change in strategy and new management additions reflects the Board’s strong commitment to enhancing shareholder value and its confidence in the Company’s long-term growth potential,” said Edward Cabrera, CEO and Chairman. Edward Cabrera has extensive experience as Chief Executive Officer of several companies and as a financier on Wall Street. He has held senior positions for over 35 years with investment banks such as Merrill Lynch/Bank of America, PaineWebber/UBS and Raymond James & Associates. Edward has held positions including investment banker, equity analyst, market strategist and portfolio manager. Since 2003, he has focused on providing advisory services that include leading merger and acquisition transactions; restructuring corporate strategies and financial structures; and assisting small capitalization stocks and middle market companies with raising capital. During the last six (6) years, he has been Managing Director of Investment Banking for Network 1 Financial Securities Inc. acting as a banker and supervising numerous bankers.
Prior to joining Network 1 Financial Securities, Inc., Cabrera worked at Merrill Lynch for 10 years as Managing Director and Head of Latin America where he built the top-ranked team for the region, according to Greenwich Associates Survey and Latin Finance magazine polls. He was selected to the 2000 Millennium edition of Who’sWho in Finance and has been named to the All-America team by Institutional Investor magazinefor the quality of his work. Edward has served as the Chief Executive Officer of Nuevo Financial Center Inc. and of CDI Telecom Corporation. He has been a board member of publicly traded Neah Power Systems Inc who provided battlefield products for the Department of Defense DARPA arm and to the Defense Industry. He has an extensive technical and educational background. Edward holds an M.B.A. from Harvard Business School 1987 and a B.S. in Engineering from the University of Florida.
About Helio Corporation
Founded in 2018, Helio Corporation, through a wholly owned subsidiary Heliospace Corporation, is an aerospace company specializing in cutting-edge hardware, systems engineering, and mission-critical services for space exploration. From small-scale projects to flagship space missions, we support NASA, private companies, universities, and global space agencies to achieve success in space. We are proud to be a trusted partner to over a dozen space agencies, organizations, and companies across the globe. Our products can be found operating from the Sun to Jupiter. From NASA and European Space Agency to emerging private aerospace firms and academic institutions, we collaborate with some of the most innovative and forward-thinking players in the space industry. Helio’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. For more information on the new strategic direction, financing initiatives and management additions, please visit www.helio.space or be added to our email list by sending your contact information to emcabrera@helio.space
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:
Edward Cabrera
Chief Executive Officer and Chairman of the Board
emcabrera@helio.space
(956) 225-9639
info@helio.space
(510) 545-2666