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 19, 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.) |
2448Sixth Street, Berkeley, California94710 (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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Appointment of Chief Financial Officer
On January 19, 2026, the Board of Directors (the “Board”) of Helio Corporation (the “Company”) appointed Mark Knauf as Chief Financial Officer of the Company, effective as of January 19, 2026.
Biographical Information
Mark Knauf (age 61) has been a Certified Public Accountant for over 32 years, with experience in business accounting, tax accounting, and economic consulting. Since January 2000, Mr. Knauf has served as President of Mark H. Knauf, P.A., and since May 2003, as Managing Director of Englewood Property Holdings, LLC, which owns and manages raw land and residential and commercial real estate properties. From June 1993 to September 1995, Mr. Knauf served as Chief Financial Officer of Amscot Financial, Inc. Mr. Knauf received his accounting degree from the Fisher School of Accounting at the University of Florida.
There are no arrangements or understandings between Mr. Knauf and any other person pursuant to which he was selected as an officer of the Company. There are no family relationships between Mr. Knauf and any director or executive officer of the Company.
Compensatory Arrangements
In connection with his appointment, on January 19, 2026, the Company entered into an Executive Employment Agreement (the “Employment Agreement”) with Mr. Knauf. Pursuant to the Employment Agreement, Mr. Knauf will serve as Chief Financial Officer for an initial one-year term, subject to automatic renewal for successive one-year terms.
Mr. Knauf is entitled to receive up to 100,000 shares of the Company’s common stock over a one-year period, vesting quarterly in installments of 25,000 shares per fiscal quarter, beginning January 20, 2026, subject to continued service. The equity awards are issued as restricted stock and are valued based on the 30-day moving average trading price of the Company’s common stock immediately preceding the applicable grant date.
Mr. Knauf is also entitled to a base salary of $120,000 per year ($10,000 per month), payable only after the Company raises at least $10.0 million in aggregate gross proceeds. No cash salary is payable prior to such fundraising milestone.
The Employment Agreement contains customary termination provisions, including severance equal to three months of salary and benefits in the event of termination without cause, constructive termination, termination by mutual agreement, disability, or death (other than suicide), and customary confidentiality and arbitration provisions.
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 Exhibit 10.1 to this Current Report on Form 8-K.
Item 7.01 FD Disclosure.
On January 20, 2026, the Company issued a press release announcing the appointment of Mark Knauf as the Chief Financial Officer of the Company. 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, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be incorporated by reference into any filing under the Securities Act of 1933, as amended, except as may be expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
| Exhibit No. | Description |
|---|---|
| 10.1 | Executive Employment Agreement, dated January 19, 2026, by and between Helio Corporation and Mark Knauf |
| 99.1 | Press Release, dated January 20, 2026 |
| 104 | Cover Page Interactive<br> 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 20, 2026 | By: | /s/ Edward Cabrera |
| Name: | Edward Cabrera | |
| Title: | Chief Executive Officer |
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Exhibit 10.1
EMPLOYMENT AGREEMENT
Chief Executive Officer
This EXECUTIVE EMPLOYMENT AGREEMENT (“Agreement”) made and entered into this 19th 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 Mark Knauf, an individual, with principal offices located at 2230 S McCall Rd Englewood, FL 34224 (“Knauf” or Manager). Helio and Knauf 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, Knauf is an individual possessing the education, experience and skills needed to administer and manage Helio’s Investor Relations Program as well as the general experience needed to manage its campaigns, projects 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 Knauf as Chief Financial Officer, 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 FinancialOfficer. Helio will employ Knauf as its Chief Financial Officer during the Term of this Agreement. Knauf shall perform his duties and responsibilities within the framework of the vision, mission, and core values of Helio, as well as the Articles of incorporation and Bylaws, of Helio. As part of his duties, Knauf shall also attend those educational, academic or philanthropic conferences related to Helio that Knauf or the Board of Directors determine are beneficial and appropriate. Knauf shall be responsible for the management of a coordinated multi-thread campaign, aimed to improve visibility while maintaining the core values of the company. Without limiting the foregoing, Knauf’s duties include but are not limited to:
1.1.1 Executing the company’s financial strategy
1.1.2 Developing plans for growth to increase company profit while also reducing expenditure
1.1.3 Identifying investment opportunities and managing mergers and acquisitions
1.1.4 Assisting the Chief Executive Officer (CEO) to develop financial plans
1.1.5 Coordinate the composition and release of quarterly financial statements, 8K and registration forms on Edgar system
1.1.6 Address financials questions by FINRA, the SEC and other regulatory agencies
1.1.7 Managing accounting procedures
1.1.8 Analyzing data and creating models based on the analysis
1.1.9 Arrange and coordinate the Quarterly Financial Results conference call
1.1.10 Arrange and coordinate regular lunch meetings with retail investors and broker groups in different cities
1.1.11 Manage and maintain the company’s data room.
**1.2 Conflicts of Interest.**Knauf 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, Knauf shall be free to engage in independent investor relationships 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 Knauf’s agreement to perform his duties as Manager in accordance with Article 1 of this Agreement, Helio agrees as follows:
2.1 Common Stock. Helio agrees to issue to Knauf one hundred thousand 100,000 shares of common stock in the Company (the Stock”) for one year, starting with 25,000 shares on January 20, 2026. The shares will vest quarterly at 25,000 shares the end of each fiscal quarter. The shares will be treated as Restricted Stock Award (RSA) and be valued at the 30-day moving average on the last trading date immediately preceding the date of grant. Knauf is responsible for his own Internal Revenue election for his personal tax treatment of this form of compensation and understands that to receive the shares intact he will have to repay the Company for any applicable withholding taxes.
2.2 Salary. Helio agrees to pay to Knauf a salary in the amount of $10,000 per month after the company successfully raises ten million $10,000,000 in aggregate, until such time as the Board of Directors determines future compensation based on Knauf’s performance or other merit-based criteria.
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3.0 Term of Employment. Knauf’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 Knauf’s employment with the Company for cause. In the event Knauf is terminated for Cause, the Company shall have no obligation, except as otherwise required by law, to (a) pay a salary to Knauf in accordance with the provisions of Sections 2.1 and 2.2, except for the Knauf’s then applicable salary accrued through the date of such termination; and (b) provide any further benefits for the period following Knauf’s termination for cause. “Cause” shall be defined as:
3.1.1 Any act or omission that constitutes a material breach by Knauf of any of his obligations under this Agreement;
3.1.2 The willful and continued failure or refusal of Knauf to satisfactorily perform the duties reasonably required of him as an employee of the Company;
3.1.3 Knauf’s 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 Knauf’s 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 Knauf’s 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 Knauf’s 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 Knauf that is materially injurious to the financial condition or business reputation of the Company or any of its Affiliates; or
3.1.8 Knauf’s breach of his obligations under Section 1.1 of this Agreement.
3.2 Resignation by Knauf. Knauf may resign his employment with the Company upon 30 (thirty) 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. Knauf shall only be entitled to receive: (a) his salary and bonuses in accordance with Sections 2.1 and 2.2 that has accrued up to the date of resignation; and (b) any and all benefits accrued up to the date of resignation. Knauf 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 Knauf’s employment without Cause, as defined in Section 3.1, Knauf shall be entitled to receive: (a) his salary and bonuses in accordance with Sections 2.1 and 2.2 for a period of 3 months following the date of the termination without Cause; and (b) any and all benefits for which he is entitled for a period of 3 months following the date of the termination without Cause. Knauf 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 Knauf is constructively terminated, Knauf shall be entitled to receive: (a) his salary and bonuses in accordance with Sections 2.1 and 2.2 for a period of 3 months following the date of the termination without Cause; and (b) any and all benefits for which he is entitled for a period of 3 months following the date of the termination without Cause. Knauf 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 Knauf, regardless of the reason or reasons, Knauf shall be entitled to receive: (a) his salary and bonuses in accordance with Sections 2.1 and 2.2 for a period of 3 months following the date of the termination by mutual agreement; and (b) any and all benefits for which he is entitled for a period of 3 months following the date of the termination by mutual agreement. Knauf 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 Knauf is forced to resign due to disability, regardless of cause unless as a result of an intentional self-inflicted injury, Knauf shall be entitled to receive: (a) his salary and bonuses in accordance with Sections 2.1 and 2.2 for a period of 3 months following the date of the termination due to disability; and (c) any and all benefits for 3 months following the date of the termination due to disability. Knauf 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 Knauf 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 Knauf, for any reason other than suicide, Knauf’s next of kin shall be entitled to receive: (a) his salary and bonuses in accordance with Sections 2.1 and 2.2 for a period of 3 months following the date of his death; and (b) any and all benefits for a period of 3 months following the date of his death.
3.7.1 Suicide. In the event that Knauf’s death is a result of suicide, such death shall be considered a resignation as of the date of death, and Knauf’s 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. Knauf 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. Knauf 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).
5.10 Governing Law. This Agreement shall be governed by, and construed in accordance with the laws of the State of Colorado, 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 Colorado, in and for the County of Denver, or of the United States of America for the District of Colorado.
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**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 Mark Knauf:
2230 S McCall Rd
Englewood, FL 34224
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 19^th^ day of January 2026 and year first written above:
Helio Corporation
Date: January 19, 2026
| /s/ Edward Cabrera |
|---|
| Edward Cabrera |
| Chairman of the Board and Chief Executive Officer |
Mark Knauf
Date: January 19, 2026
| /s/ Mark Knauf |
|---|
| Mark Knauf |
| As An Individual |
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Exhibit 99.1
HELIO STRENGTHENS LEADERSHIP WITH APPOINTMENT OF NEW CFO AS COMPANY ADVANCES TOWARD NYSE UPLIST
Berkeley, California — January 20, 2026— Helio Corporation (OTCID: HLEO) (“Helio” or the “Company”) today announced the appointment of MarkKnauf as Chief Financial Officer, a strategic addition to the Company’s leadership team as it enhances financial governance and advances toward a planned uplisting to the New York Stock Exchange.
As Chief Financial Officer, Mr. Knauf will oversee Helio’s financial operations, capital planning, internal controls, and strategic budgeting as the Company scales its space-based energy initiatives and expands commercial partnerships. His appointment reinforces Helio’s commitment to strong financial discipline, transparency, and operational rigor as it progresses toward commercialization of its core technologies.
The Board of Directors views Mr. Knauf’s appointment as a critical step in positioning Helio for sustainable growth, increased institutional credibility, and long-term shareholder value creation. “This appointment strengthens Helio’s foundation at a pivotal moment for the Company,” said Ed Cabrera,Chief Executive Officer of Helio Corporation. “Mark brings deep financial leadership and accounting expertise that equips us with the discipline and strategic insight needed to execute at scale. His experience positions Helio to compete effectively in the emerging space-based energy market while delivering meaningful long-term value to our shareholders.”
As Helio advances its efforts to uplist to the New York Stock Exchange, the establishment of robust financial controls remains a key requirement. Mr. Knauf’s appointment directly supports the Company’s previously disclosed remediation plan to address material weaknesses in internal controls, including the need for additional financial reporting expertise and improved segregation of duties. With his leadership, Helio is strengthening its financial organization, establishing clearer roles and lines of authority, and ensuring adherence to GAAP, SEC reporting standards, and NYSE listing requirements.
Helio’s NYSE application and SEC registration statement (Form S-1) remain active. The Company intends to update these filings following the release of its annual SEC Form 10-K, expected in late January 2026. While Helio intends to pursue an NYSE listing, no assurance can be given that the application will be approved.
Mr. Knauf is a Certified Public Accountant with more than 32 years of experience in business accounting, tax accounting, and economic consulting. He currently serves as President of Mark H. Knauf, P.A., and as Managing Director of Englewood Property Holdings, LLC, which owns and manages residential, commercial, and raw land properties in Florida. Mr. Knauf previously served as Chief Financial Officer of Amscot Financial, Inc. and is a graduate of the Fisher School of Accounting at the University of Florida.
For More Information:
Ed Cabrera
Chairman of the Board and Chief Executive Officer
(956) 225-9639
emcabrera@helio.space
About Helio Corporation
Helio is pioneering a new class of energy infrastructure—space-based power systems aka “Power plants in space” that captures solar energy beyond Earth’s atmosphere and beams it safely and efficiently to the surface. Our vision is to establish orbital energy platforms as a foundational layer of the global power grid, delivering uninterrupted, carbon-free electricity at scale and reshaping how nations power cities, industries, and critical systems. Founded in 2018 as the ‘problem solvers to the space industry,’ Helio designs and delivers world-class space mechanisms, advanced antenna systems, and space design solutions; supporting NASA, private companies, universities, and global space agencies across missions ranging from small-scale programs to flagship space initiatives. We are proud to be a trusted partner to over a dozen space agencies, organizations, and companies across the globe. Our products can be found operating from the Sun to Jupiter. From NASA and European Space Agency to emerging private aerospace firms and academic institutions, we collaborate with some of the most innovative and forward-thinking players in the space industry.
For more information on the new strategic direction, financing initiatives and management additions, please visit www.helio.space to be added to our email list.
Note Regarding Forward Looking Statements:
Some of the matters discussed herein may contain forward-looking statements that involve significant risk and uncertainties. Forward-looking statements can be identified by the use of words like “believes,” “could,” “possibly,” “probably,” “anticipates,” “estimates,” “projects,” “expects,” “may,” “will,” “should,” “seek,” “intend,” “plan,” “expect,” or “consider” or the negative of these expressions or other variations, or by discussions of strategy that involve risks and uncertainties. All forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause our actual transactions, results, performance or achievements to be materially different from any future transactions, results, performance or achievements expressed or implied by such forward-looking statements, including our ability to obtain financing on acceptable terms or at all, and other risk factors included in the reports we file with the Securities and Exchange Commission (the “Commission”). We base these forward-looking statements on current expectations and projections about future events and the information currently available to us. Although we believe that the assumptions for these forward-looking statements are reasonable, any of the assumptions could prove to be inaccurate. Consequently, no representation or warranty can be given that the estimates, opinions, or assumptions made in or referenced by this press release, including, but not limited to, our ability to obtain financing, will prove to be accurate. We caution you that the forward-looking statements in this press release are only estimates and predictions, or statements or current intent. Actual results or outcomes, or actions that we ultimately undertake, could differ materially from those anticipated in the forward-looking statements due to risks, uncertainties or actual events differing from the assumptions underlying these statements. We caution investors not to rely on the forward-looking statements contained in or made in connection with this press release and encourage investors to review the reports we file with the Commission. The Company undertakes no duty or obligation to update any forward-looking statements contained in this press release as a result of new information, future events or changes in the Company’s business plans or model.