Helio Corp /FL/ 8-K

What Happened
Helio Corporation (HLEO) announced on Jan 12 and Jan 14, 2026 that it entered into two Securities Purchase Agreements and issued two convertible promissory notes (each with $165,000 principal, aggregate purchase price $300,000 reflecting $15,000 original issue discount per note). Closings occurred Jan 12 and Jan 14, 2026. After placement agent fees and transaction expenses, the company received approximately $133,000 net cash in each transaction. The notes mature 12 months from issuance, include a one‑time 10% interest charge earned at issuance, and are convertible into common stock under specified terms; the Jan 14 financing also included a warrant to purchase up to 330,000 shares.

Key Details

• Aggregate purchase price: $300,000 (two transactions of $150,000 each); net cash proceeds ≈ $266,000 total (~$133,000 each) after fees to Network 1 Financial and expenses.
• Note terms: $165,000 principal each; 12‑month maturity; 10% one‑time interest charged at issuance. Default interest: Jan 12 note up to 22% p.a. (or legal max); Jan 14 note up to 18% p.a. (or legal max).
• Repayment/conversion: Jan 12 note requires scheduled cash amortization (e.g., $90,750 due July 13, 2026; monthly payments thereafter) and converts on default or missed amortization; Jan 14 note has no scheduled amortization before maturity. Conversion prices generally set at a discount to market (e.g., 90% or 80% of the lowest 10‑day closing price or $0.50/ share), reduced to 70% on certain defaults.
• Equity issued: 75,000 commitment shares issued to each investor at closing; Jan 14 investor also received a 5‑year warrant for 330,000 shares at $0.50 (cash or cashless exercise if resale registration is not available), subject to anti‑dilution and ownership limits.

Why It Matters
This 8‑K shows Helio raised short‑term financing by creating new debt that can convert into equity and by issuing commitment shares and a sizable warrant. The transactions provide immediate working capital but increase near‑term dilution risk if investors convert the notes (conversion prices include steep discounts and drop further on default). The Jan 12 note’s required amortization payments create upcoming cash obligations — failure to pay could accelerate defaults, raise interest rates, and enable conversion at more favorable prices for holders. Retail investors should note the company’s use of proceeds (general corporate and working capital), the potential for dilution, and the increased short‑term financial obligations disclosed.