HLEO 8-K
Helio Corp /FL/ (HLEO)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) |
(Commission File Number) | (IRS Employer Identification No.) |
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including
area code: (
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act: None
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Item 7.01 Regulation FD Disclosure
On February 11, 2026, Helio Corporation (the “Company”) issued a press release providing an update regarding development and testing progress relating to the Company’s Phase II Small Business Innovation Research (“SBIR”) program with the National Aeronautics and Space Administration (“NASA”), including continued development of the Company’s QuasiStatic Release Mechanism technology.
On February 12, 2026, the Company issued a press release announcing the appointment of Oliver Fildes as Lead Systems Engineer for the Company’s space-based solar power initiatives.
On February 12, 2026, the Company issued a press release discussing industry developments relating to space-based solar power and the Company’s view of potential market opportunities associated with increased global focus on orbital energy infrastructure.
Copies of the press releases are furnished as Exhibits 99.1 through 99.3 to this Current Report on Form 8-K and are incorporated herein by reference.
The information contained in this Item 7.01, including Exhibits 99.1 through 99.3, is being furnished and 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 such information be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except as expressly set forth by specific reference in such filing.
Item 2.04 Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement.
On February 7, 2026, the Company received notices of default and demand for payment (collectively, the “Default Notices”) from the holders of the following promissory notes previously issued by the Company:
| (i) | a promissory note, dated March 18, 2024, originally issued to Blackwolf Venture Group, LLC and assigned to James S. Byrd SEP-IRA, in the original principal amount of $50,000; |
| (ii) | a promissory note, dated April 16, 2025, issued to Indicia Capital, LLC in the original principal amount of $150,000; and |
| (iii) | a promissory note, dated March 18, 2024, issued to David Shapiro in the original principal amount of $50,000. |
Each Default Notice alleges that the Company is in default under the applicable promissory note and demands immediate payment of the outstanding principal balance, together with accrued interest. The Default Notices provide that if payment is not made within 15 days from the date thereof, legal action may be commenced to collect the indebtedness.
The Company is currently evaluating the Default Notices and is engaged in discussions with the respective holders. The Company cannot currently predict the outcome of these matters.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits.
| Exhibit No. | Description | |
| 99.1 | Press Release of Helio Corporation, dated February 11, 2026 | |
| 99.2 | Press Release of Helio Corporation, dated February 12, 2026 | |
| 99.3 | Press Release of Helio Corporation, dated February 12, 2026 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
1
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: February 12, 2026 | By: | /s/ Edward Cabrera |
| Name: | Edward Cabrera | |
| Title: | Chief Executive Officer | |
2
Exhibit 99.1
Helio Corporation Reports Continued Progress
on NASA SBIR Phase II
QSRM Prototype Testing, Advancing Commercial Prospects
Berkeley, California — February 11, 2026 — Helio Corporation (OTC: HLEO) (“Helio” or the “Company”) today announced continued progress toward commercialization under its Phase II Small Business Innovation Research (SBIR) award with NASA. The program supports the development and testing of Helio’s QuasiStatic Release Mechanism (“QSRM”), a next-generation mechanical release device designed to deploy spacecraft components with negligible shock and minimal force transfer to surrounding structures, advancing a critical enabling technology toward commercial production and broader market adoption.
As the development program continues, upcoming test efforts are intended to fully validate the QSRM design across functional, structural, and environmental conditions, supporting readiness for transition into future flight programs and broader commercial and government applications. The program will initiate further shock testing to validate system robustness under representative launch and separation environments. Additional planned activities include comprehensive latch load characterization to quantify mechanical performance margins under expected operational loads, followed by lifecycle testing designed to demonstrate long-term repeatability and durability across extended actuation cycles. The test campaign will culminate with proof load testing, providing final verification of structural integrity and load-bearing capability in accordance with program requirements. These upcoming test efforts are intended to fully validate the QSRM design across functional, structural, and environmental dimensions, supporting readiness for potential transition into future flight programs and broader commercial and government applications.
“These results reflect the deep technical experience of our engineering team,” said Ed Cabrera, Chairman and Chief Executive Officer of Helio Corporation. “Our work on the QSRM program builds on a long track record of delivering complex, mission-critical hardware under NASA SBIR programs and other government and commercial programs. We view this program not only as a successful technical milestone, but as part of a long-term growth platform that supports sustained commercialization opportunities and the creation of long-term shareholder value.”
Helio has previously announced successful development milestones across multiple NASA SBIR-supported prototype programs, underscoring the Company’s reputation as a trusted problem solver within the space industry. With experience spanning space-qualified mechanisms, power systems, and distributed space arrays, Helio continues to position itself as a key enabler for emerging space infrastructure markets, including space-based solar power, orbital servicing, and next-generation satellite architectures.
- 1 -
The Company believes that technologies developed under the QSRM program have potential applicability beyond the current SBIR effort, supporting a broad range of commercial and government missions that require precise, reliable separation and deployment mechanisms in demanding space environments.
For More Information:
Ed Cabrera
Chairman of the Board and Chief Executive Officer
(956) 225-9639
About Helio Corporation
Helio is pioneering a new class of energy infrastructure—space-based power systems aka “Power plants in space” that captures solar energy beyond Earth’s atmosphere and beams it safely and efficiently to the surface. Our vision is to establish orbital energy platforms as a foundational layer of the global power grid, delivering uninterrupted, carbon-free electricity at scale and reshaping how nations power cities, industries, and critical systems. Founded in 2018 as the ‘problem solvers to the space industry,’ Helio designs and delivers world-class space mechanisms, advanced antenna systems, and space design solutions; supporting NASA, private companies, universities, and global space agencies across missions ranging from small-scale programs to flagship space initiatives. We are proud to be a trusted partner to over a dozen space agencies, organizations, and companies across the globe. Our products can be found operating from the Sun to Jupiter. From NASA and European Space Agency to emerging private aerospace firms and academic institutions, we collaborate with some of the most innovative and forward-thinking players in the space industry.
For more information on the new strategic direction, financing initiatives and management additions, please visit www.helio.space to be added to our email list.
- 2 -
Note Regarding Forward Looking Statements:
Some of the matters discussed herein may contain forward-looking statements that involve significant risk and uncertainties. Forward-looking statements can be identified by the use of words like “believes,” “could,” “possibly,” “probably,” “anticipates,” “estimates,” “projects,” “expects,” “may,” “will,” “should,” “seek,” “intend,” “plan,” “expect,” or “consider” or the negative of these expressions or other variations, or by discussions of strategy that involve risks and uncertainties. All forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause our actual transactions, results, performance or achievements to be materially different from any future transactions, results, performance or achievements expressed or implied by such forward-looking statements, including our ability to obtain financing on acceptable terms or at all, and other risk factors included in the reports we file with the Securities and Exchange Commission (the “Commission”). We base these forward-looking statements on current expectations and projections about future events and the information currently available to us. Although we believe that the assumptions for these forward-looking statements are reasonable, any of the assumptions could prove to be inaccurate. Consequently, no representation or warranty can be given that the estimates, opinions, or assumptions made in or referenced by this press release, including, but not limited to, our ability to obtain financing, will prove to be accurate. We caution you that the forward-looking statements in this press release are only estimates and predictions, or statements or current intent. Actual results or outcomes, or actions that we ultimately undertake, could differ materially from those anticipated in the forward-looking statements due to risks, uncertainties or actual events differing from the assumptions underlying these statements. We caution investors not to rely on the forward-looking statements contained in or made in connection with this press release and encourage investors to review the reports we file with the Commission. The Company undertakes no duty or obligation to update any forward-looking statements contained in this press release as a result of new information, future events or changes in the Company’s business plans or model.
- 3 -
Exhibit 99.2
Helio Corporation Appoints Oliver Fildes as Lead Systems Engineer for Space-Based Solar Power Program
Berkeley, California — February 12, 2026 — Helio Corporation (OTC: HLEO) (“Helio” or the “Company”) today announced the appointment of Oliver Fildes as Lead Systems Engineer for Space-Based Solar Power (SBSP). Mr. Fildes previously served as Project Systems Engineer at Helio Corporation and will now assume expanded responsibility for leading systems-level execution of the Company’s SBSP initiatives.
In his new role, Mr. Fildes will oversee day-to-day operational execution, systems integration, and technical validation activities related to Helio’s space-based solar power architecture. His appointment reflects Helio’s continued investment in internal technical leadership as the Company advances from prototype development toward full systems demonstration.
Mr. Fildes brings more than 15 years of aerospace engineering experience spanning complex, mission-critical space programs, including work on NASA-associated efforts such as Mars Sample Return and the James Webb Space Telescope. At Helio, he has played a central role in managing and executing test campaigns for Small Business Innovation Research (SBIR) prototypes, directly supporting the Company’s development of space-qualified hardware.
“Oliver has already been operating at a systems-level within Helio, leading testing, validation, and execution across our Mars Sample Return, SBIR, and most recently our SBSP programs,” said Gregory Delory, Founder and Chief Technology Officer of Helio Corporation. “His elevation to Lead Systems Engineer for SBSP formalizes the leadership role he has earned and positions Helio to advance one of the most impactful hardware and energy technologies under development today.”
As Lead Systems Engineer, Mr. Fildes will now focus on proving, integrating, and enabling different technology within Helio’s SBSP roadmap. While distinct from prior prototype efforts, this next phase represents a materially larger systems challenge with global energy implications, reinforcing Helio’s strategy of applying rigorous aerospace engineering experience to space-based solar power deployment.
Mr. Fildes holds both a Master of Science and Bachelor of Science in Aerospace Engineering from University of California, Los Angeles (UCLA).
- 1 -
The appointment underscores Helio’s commitment to advancing the space-based solar power sector by empowering experienced internal engineers to lead real-world systems projects, rather than relying solely on external advisory roles. By placing proven technical talent in direct operational leadership positions, Helio continues to strengthen its execution capabilities as it pursues leadership in the emerging SBSP market.
For More Information:
Ed Cabrera
Chairman of the Board and Chief Executive Officer
(956) 225-9639
About Helio Corporation
Helio is pioneering a new class of energy infrastructure—space-based power systems aka “Power plants in space” that captures solar energy beyond Earth’s atmosphere and beams it safely and efficiently to the surface. Our vision is to establish orbital energy platforms as a foundational layer of the global power grid, delivering uninterrupted, carbon-free electricity at scale and reshaping how nations power cities, industries, and critical systems. Founded in 2018 as the ‘problem solvers to the space industry,’ Helio designs and delivers world-class space mechanisms, advanced antenna systems, and space design solutions; supporting NASA, private companies, universities, and global space agencies across missions ranging from small-scale programs to flagship space initiatives. We are proud to be a trusted partner to over a dozen space agencies, organizations, and companies across the globe. Our products can be found operating from the Sun to Jupiter. From NASA and European Space Agency to emerging private aerospace firms and academic institutions, we collaborate with some of the most innovative and forward-thinking players in the space industry.
For more information on the new strategic direction, financing initiatives and management additions, please visit www.helio.space to be added to our email list.
- 2 -
Note Regarding Forward Looking Statements:
Some of the matters discussed herein may contain forward-looking statements that involve significant risk and uncertainties. Forward-looking statements can be identified by the use of words like “believes,” “could,” “possibly,” “probably,” “anticipates,” “estimates,” “projects,” “expects,” “may,” “will,” “should,” “seek,” “intend,” “plan,” “expect,” or “consider” or the negative of these expressions or other variations, or by discussions of strategy that involve risks and uncertainties. All forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause our actual transactions, results, performance or achievements to be materially different from any future transactions, results, performance or achievements expressed or implied by such forward-looking statements, including our ability to obtain financing on acceptable terms or at all, and other risk factors included in the reports we file with the Securities and Exchange Commission (the “Commission”). We base these forward-looking statements on current expectations and projections about future events and the information currently available to us. Although we believe that the assumptions for these forward-looking statements are reasonable, any of the assumptions could prove to be inaccurate. Consequently, no representation or warranty can be given that the estimates, opinions, or assumptions made in or referenced by this press release, including, but not limited to, our ability to obtain financing, will prove to be accurate. We caution you that the forward-looking statements in this press release are only estimates and predictions, or statements or current intent. Actual results or outcomes, or actions that we ultimately undertake, could differ materially from those anticipated in the forward-looking statements due to risks, uncertainties or actual events differing from the assumptions underlying these statements. We caution investors not to rely on the forward-looking statements contained in or made in connection with this press release and encourage investors to review the reports we file with the Commission. The Company undertakes no duty or obligation to update any forward-looking statements contained in this press release as a result of new information, future events or changes in the Company’s business plans or model.
- 3 -
Exhibit 99.3
Helio Welcomes the New Age Space Race as Global Powers Converge on Orbital Energy
Berkeley, California — February 12, 2026 — Helio Corporation (OTC: HLEO) (“Helio” or the “Company”) today commented on the accelerating global momentum behind Space-Based Solar Power (“SBSP”), citing recent activity across China, Japan, the United Kingdom, and the U.S. commercial launch sector as evidence that Space-Based Solar Power is rapidly emerging as a strategic and commercially viable frontier.
Recent international developments underscore a broad, cross-sector convergence around SBSP as a solution to rising energy demands driven by data centers, artificial intelligence, and next-generation industrial systems. In January, a conference in Beijing highlighted the role of space-based solar as launch costs decline and energy-intensive infrastructure increasingly shifts off-planet, signaling growing institutional and governmental alignment around orbital power generation. (https://news.cgtn.com/news/2026-02-09/Space-based-computing-moves-into-focus-as-costs-begin-to-fall-1KD8hxT2tOM/p.html)
China has reiterated its long-term plans to develop space based solar power infrastructure, targeting the launch of its first Space Solar Power Station including a wireless power transmission test satellite as early as 2028. The initiative is intended to validate key technologies and lay the groundwork for scalable orbital energy systems. These efforts reflect a coordinated, state-supported approach to space-based energy development and underscore SBSP’s growing strategic importance at the highest levels of national policy. (https://news.cgtn.com/news/2022-06-22/China-aims-to-construct-first-Space-Solar-Power-Station-in-2028-1b49ktMx5W8/index.html)
In parallel, Japanese researchers and commercial partners have advanced proposals for a lunar solar power ring, designed to collect continuous solar energy and transmit it wirelessly through microwaves. The concept reflects a shared technical conclusion with Helio and increasingly echoed worldwide: the most abundant and reliable renewable energy source is the Sun, Earth’s native fusion reactor, captured in space and delivered where it is needed. (https://dailygalaxy.com/2026/02/japan-plans-create-solar-ring-around-moon/)
- 1 -
Europe is also moving beyond theory. The United Kingdom’s National Grid has launched a project to explore wireless power transmission associated with SBSP as a potential future grid scale energy source. The initiative reflects growing industry confidence in both the technical feasibility, economic viability of orbital energy, and the health and safety considerations tied to the well-studied and regulated use of microwave for wireless power transmission. The project further acknowledges that declining launch costs and scale efficiencies could allow SBSP to compete not only with terrestrial renewables, but ultimately with wholesale fossil fuel pricing, an economic framework long aligned with Helio’s commercial strategy. (https://www.theengineer.co.uk/content/news/national-grid-and-space-solar-team-up-for-wireless-power)
U.S. commercial launch capability is further accelerating this transition. SpaceX Chief Executive Officer Elon Musk recently emphasized that space infrastructure timelines are compressing dramatically, with large-scale systems now achievable in months rather than years. Musk has also pointed to rapid progress toward deploying the largest space vehicle ever built, saying SpaceX is planning to land its first uncrewed Starship on Mars as soon as late 2026, reinforcing expectations that commercial launch capacity, and cost reduction, will arrive sooner than previously forecast. Helio’s SBSP economics are predicated on precisely these advances, including next-generation heavy-lift vehicles such as Starship. (https://nypost.com/2026/02/09/business/elon-musk-reveals-spacex-to-focus-on-self-growing-city-on-the-moon-instead-of-mars/)
Independent research indicates that the space based solar power sector is supported by detailed market analysis that highlights clear commercial drivers and competitive dynamics. According to a recent Stratview Research report, the SBSP landscape spans end use applications across government, defense, and commercial markets. The report also notes that North America remains the dominant and fastest-growing regional market, propelled by robust space industry infrastructure and concentrated investment in renewable energy technologies, while microwave power transmission is identified as the leading beam technology due to its broad applicability in enabling efficient wireless energy transfer. This market momentum reflects rising demand for continuous, reliable energy that addresses the limitations of terrestrial renewable systems and underscores growing commercial and strategic interest across multiple sectors. (https://www.openpr.com/news/4378044/space-based-solar-power-market-to-reach-usd-5-72-billion-by-2032)
Collectively, these developments mark the emergence of a new global space race, not defined by flags and footprints, but by who can establish the standard for reliable, scalable space-based energy and infrastructure. Governments, academic institutions, utilities, and commercial operators across multiple continents are now converging on the same conclusion: SBSP represents both a strategic necessity and a commercial opportunity.
Helio believes it is uniquely positioned within this competitive landscape. Unlike speculative entrants, the Company brings a history of excellence in space-qualified hardware, systems engineering, and mission-ready infrastructure already operating in space. As international actors validate the market and technical feasibility of SBSP, Helio views the moment as confirmation of a long-term thesis built on commercial execution rather than government dependency.
- 2 -
“Across China, Japan, Europe, and the U.S., we’re seeing independent validation of the same fundamental truth—space-based solar power works, and the economics are coming into alignment,” said Ed Cabrera, Chairman and Chief Executive Officer of Helio Corporation. “This is a new age space race, and it’s being led by commercial capability. American innovation, driven by private industry rather than government reliance, is setting the pace. We’re not just ahead of the curve as SBSP moves from concept to infrastructure, we are also providing the picks and shovels of this new age as we continue to manufacture precision engineered space-qualified hardware and plan to scale operations to meet this growing demand.”
Helio views the accelerating global focus on orbital energy as both market validation and a signal that leadership in space-based infrastructure will define the next phase of the space economy.
For More Information:
Ed Cabrera
Chairman of the Board and Chief Executive Officer
(956) 225-9639
About Helio Corporation
Helio is pioneering a new class of energy infrastructure—space-based power systems aka “Power plants in space” that captures solar energy beyond Earth’s atmosphere and beams it safely and efficiently to the surface. Our vision is to establish orbital energy platforms as a foundational layer of the global power grid, delivering uninterrupted, carbon-free electricity at scale and reshaping how nations power cities, industries, and critical systems. Founded in 2018 as the ‘problem solvers to the space industry,’ Helio designs and delivers world-class space mechanisms, advanced antenna systems, and space design solutions; supporting NASA, private companies, universities, and global space agencies across missions ranging from small-scale programs to flagship space initiatives. We are proud to be a trusted partner to over a dozen space agencies, organizations, and companies across the globe. Our products can be found operating from the Sun to Jupiter. From NASA and European Space Agency to emerging private aerospace firms and academic institutions, we collaborate with some of the most innovative and forward-thinking players in the space industry.
For more information on the new strategic direction, financing initiatives and management additions, please visit www.helio.space to be added to our email list.
- 3 -
Note Regarding Forward Looking Statements:
Some of the matters discussed herein may contain forward-looking statements that involve significant risk and uncertainties. Forward-looking statements can be identified by the use of words like “believes,” “could,” “possibly,” “probably,” “anticipates,” “estimates,” “projects,” “expects,” “may,” “will,” “should,” “seek,” “intend,” “plan,” “expect,” or “consider” or the negative of these expressions or other variations, or by discussions of strategy that involve risks and uncertainties. All forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause our actual transactions, results, performance or achievements to be materially different from any future transactions, results, performance or achievements expressed or implied by such forward-looking statements, including our ability to obtain financing on acceptable terms or at all, and other risk factors included in the reports we file with the Securities and Exchange Commission (the “Commission”). We base these forward-looking statements on current expectations and projections about future events and the information currently available to us. Although we believe that the assumptions for these forward-looking statements are reasonable, any of the assumptions could prove to be inaccurate. Consequently, no representation or warranty can be given that the estimates, opinions, or assumptions made in or referenced by this press release, including, but not limited to, our ability to obtain financing, will prove to be accurate. We caution you that the forward-looking statements in this press release are only estimates and predictions, or statements or current intent. Actual results or outcomes, or actions that we ultimately undertake, could differ materially from those anticipated in the forward-looking statements due to risks, uncertainties or actual events differing from the assumptions underlying these statements. We caution investors not to rely on the forward-looking statements contained in or made in connection with this press release and encourage investors to review the reports we file with the Commission. The Company undertakes no duty or obligation to update any forward-looking statements contained in this press release as a result of new information, future events or changes in the Company’s business plans or model.
- 4 -