UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~January~~February 217, 2026

HELIO CORPORATION
(Exact name of registrant as specified in its charter)

Florida		000-56744		92-0586004
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer 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 57.0201 –Regulation ~~Departure~~FD ~~of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.~~Disclosure

~~Appointment~~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 ~~Independent~~the ~~Directors~~Company’s QuasiStatic Release Mechanism technology.

On ~~January~~February 2112, 2026, the ~~Board~~Company ofissued ~~Directors~~a ~~(the~~press ~~“Board”) of~~release ~~Helio Corporation (~~announcing the ~~“Company”)~~appointment ~~appointed~~of ~~Vikas~~Oliver ~~“Vik”~~Fildes ~~Parti~~ as aLead ~~member~~Systems ofEngineer for the ~~Board,~~Company’s ~~effective~~space-based ~~immediately. The~~solar ~~Board~~power ~~also appointed Mr~~initiatives. ~~Parti as Chairman of Intellectual Property.~~

On ~~January~~February 2612, 2026, the ~~Board~~Company ~~appointed~~issued ~~Mario~~a ~~Martinez~~press ~~and~~release ~~Bruce T.~~discussing ~~Campbell~~industry asdevelopments ~~members~~relating ofto ~~the~~space-based ~~Board,~~solar ~~effective~~power ~~immediately.~~and ~~The~~the ~~Board~~Company’s ~~appointed~~view ~~Mr. Martinez as Chairman~~ of ~~the~~potential ~~Audit~~market ~~Committee~~opportunities ~~and~~associated ~~Mr. Campbell~~with asincreased ~~Chairman~~global offocus ~~the~~on ~~Compensation~~orbital ~~Committee~~energy ~~of the Board of Directors~~infrastructure.

~~Each~~Copies of ~~Messrs.~~the ~~Parti,~~press ~~Martinez~~releases ~~and~~are ~~Campbell~~furnished ~~will serve~~ as aExhibits ~~director~~99.1 through ~~for~~99.3 ato ~~term~~this ofCurrent ~~one~~Report ~~year~~on orForm ~~until~~8-K ~~the Company’s next annual meeting of stockholders~~ and ~~until their respective successors~~ are ~~duly elected~~incorporated ~~and~~herein ~~qualified,~~by ~~or until their earlier resignation or removal~~reference.

~~Vikas~~The information contained in this Item 7.01, including Exhibits 99.1 through 99.3, is being furnished and shall not be deemed “~~Vik~~filed” ~~Parti~~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.

~~Mr.~~Item ~~Parti (age 46) is a Registered Patent Attorney with extensive experience in intellectual property strategy, patent preparation and prosecution, and litigation-ready claim analysis before the U~~2.S.04 ~~Patent~~Triggering ~~and Trademark~~Events ~~Office,~~That ~~where~~Accelerate heor ~~has~~Increase ~~been registered to practice since 2009. He holds~~ a ~~Juris Doctor from Western Michigan University Cooley~~Direct ~~Law~~Financial ~~School~~Obligation ~~and~~or aan ~~Bachelor~~Obligation ofunder ~~Science~~an inOff-Balance ~~Computer~~Sheet ~~Science from Webster University~~Arrangement.

~~Mr.~~On ~~Parti~~February ~~brings~~7, ~~deep~~2026, ~~expertise~~the inCompany ~~developing~~received ~~and~~notices ~~managing~~of ~~patent~~default ~~portfolios~~and demand for ~~technology-driven~~payment ~~companies~~(collectively, ~~with~~the a“Default ~~particular~~Notices”) ~~focus~~from onthe ~~aligning~~holders ~~intellectual~~of ~~property~~the ~~protection~~following ~~with~~promissory ~~engineering~~notes ~~development,~~previously ~~commercialization strategies,~~issued ~~and long-term business objectives. His background includes advising on patent strategy, freedom-to-operate considerations,~~by ~~and~~ the ~~protection of proprietary technologies and trade secrets.~~Company:

In(i) ~~appointing~~a ~~Mr.~~promissory ~~Parti~~note, ~~the~~dated ~~Board~~March ~~considered~~18, ~~his experience in intellectual property law~~2024, ~~technology~~originally ~~commercialization,~~issued ~~and~~to ~~strategic~~Blackwolf ~~portfolio~~Venture ~~development~~Group, LLC and ~~determined~~assigned ~~that such experience makes him well-qualified~~ to ~~serve~~James ~~as a director of the Company~~S. ~~The~~Byrd ~~Board also appointed Mr. Parti as Chairman of Intellectual Property~~SEP-IRA, ~~where~~in ~~he will assist~~ the ~~Company~~ inoriginal ~~overseeing~~principal ~~its~~amount ~~intellectual property strategy and the development~~ of ~~a patent portfolio aligned with the Company’s technical roadmap and long-term growth objectives.~~$50,000;

~~The~~(ii) ~~Board~~a ~~has~~promissory ~~determined~~note, ~~that~~dated ~~Mr.~~April ~~Parti~~16, is2025, ~~independent~~issued ~~under~~to ~~applicable Securities~~Indicia ~~and~~Capital, ~~Exchange~~LLC ~~Commission~~in ~~rules and~~ the ~~standards~~original ~~applicable~~principal toamount ~~companies~~of ~~listed~~$150,000; ~~on a national securities exchange.~~and

~~Mario~~(iii) ~~Martinez~~a promissory note, dated March 18, 2024, issued to David Shapiro in the original principal amount of $50,000.

~~Mr.~~Each ~~Martinez brings~~Default ~~more~~Notice ~~than~~alleges 40that ~~years~~the ofCompany ~~senior-level experience~~is in ~~finance~~default ~~and~~under ~~accounting.~~the applicable Hepromissory ~~has~~note ~~spent~~and ~~the~~demands ~~past~~immediate 15payment ~~years~~of asthe aoutstanding ~~Senior~~principal ~~Business Financial Consultant~~balance, ~~following~~together ~~25 years in global manufacturing roles~~ with ~~United~~accrued ~~Technologies,~~interest. ~~Lear,~~The ~~and~~Default Notices ~~General~~provide ~~Electric.~~that Heif ~~previously~~payment ~~served~~is asnot ~~Chief~~made ~~Financial~~within ~~Officer~~15 ofdays ~~IFAB Company~~from ~~and~~the ~~Rexnord~~date ~~Queretaro.~~thereof, ~~Mr.~~legal ~~Martinez~~action ~~holds~~may abe ~~degree~~commenced into ~~Accounting~~collect ~~from~~ the ~~University of Texas–Pan American~~indebtedness.

1The 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.

In appointing Mr. Martinez as the Chairman of the Board’s Audit Committee, the Board considered his extensive experience in financial reporting, internal controls, compliance, and public company accounting matters, and determined that such experience makes him well-qualified to serve as a director and as Chair of the Audit Committee.

The Board has determined that Mr. Martinez is independent under applicable Securities and Exchange Commission rules and the standards applicable to companies listed on a national securities exchange. The Board has also determined that Mr. Martinez qualifies as an “audit committee financial expert” as defined in Item 407(d)(5) of Regulation S-K.

Bruce T. Campbell

Mr. Campbell (age 68) brings more than four decades of experience in engineering, global aviation operations, advanced aircraft development, and technical consulting. He began his career as a petroleum engineer focused on reservoir engineering, enhanced oil recovery, and project economic analysis. Mr. Campbell is a retired FedEx Captain with a 30-year career working in the United States and abroad, providing leadership in complex, high-consequence operational environments. He holds a B.A. in Geology with a minor in Chemistry from the University of Northern Colorado and a Master’s degree in Petroleum Engineering from the New Mexico Institute of Mining and Technology, and holds multiple aircraft type and flight instructor ratings.

In appointing Mr. Campbell as the Chairman of the Board’s Compensation Committee, the Board considered Mr. Campbell’s extensive leadership experience, operational discipline, and risk-management background, and determined that such experience makes him well-qualified to serve as a director and as Chair of the Compensation Committee.

The Board has determined that Mr. Campbell is independent under applicable Securities and Exchange Commission rules and the standards applicable to companies listed on a national securities exchange.

Director Agreements

In connection with the appointment of the independent directors previously disclosed, the Company entered into Board of Directors Agreements with each of the three directors on or about the date of their respective appointments. A form of Board of Directors Agreement is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Pursuant to the Board of Directors Agreements, each director will serve as a member of the Board of Directors until the Company’s 2026 annual meeting of stockholders, subject to earlier resignation, removal, or death, and will be eligible for continued service on the Board subject to re-election by the Company’s stockholders.

Each director will be entitled to receive equity compensation with an aggregate annual value of $100,000, payable in quarterly grants of restricted stock awards with a value of $25,000 per quarter, subject to approval by the Compensation Committee, pursuant to the Company’s 2025 Equity Incentive Plan. The number of shares underlying each quarterly award will be determined based on the market price of the Company’s common stock at the end of the applicable fiscal quarter. The equity awards will be made for service rendered beginning on January 30, 2026 and continuing through the Company’s 2027 annual meeting of stockholders, subject to continued service on the Board and applicable approvals.

Each director will also be reimbursed for reasonable out-of-pocket expenses, including travel and related expenses, incurred in connection with attendance at meetings of the Board or committees thereof and in the performance of his or her duties as a director, in accordance with the Company’s customary reimbursement policies.

In addition, pursuant to the Board of Directors Agreements, the Company has agreed to indemnify the directors to the fullest extent permitted by applicable law, the Company’s Articles of Incorporation and Bylaws, and to maintain directors’ and officers’ liability insurance covering the directors.

Additional Information

There are no arrangements or understandings between any of Messrs. Parti, Martinez or Campbell and any other persons pursuant to which such directors were selected as directors.

There are no family relationships, as defined in Item 401(d) of Regulation S-K, between any of Messrs. Parti, Martinez or Campbell and any director or executive officer of the Company.

There are no related party transactions involving any of Messrs. Parti, Martinez or Campbell that are required to be disclosed pursuant to Item 404(a) of Regulation S-K.

Item 7.01 FD Disclosure.

On January 21, 2026, the Company issued a press release announcing the appointment of Mr. Vikas “Vik” Parti to the Board. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

On January 26, 2026, the Company issued a press release announcing the appointment of Mario Martinez and Bruce T. Campbell to the Board. The press release is furnished as Exhibit 99.2 to this Current Report on Form 8-K.

The information furnished pursuant to this Item 7.01, including Exhibits 99.1 and 99.2, 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		Form of Director Agreement
99.1		Press Release of Helio Corporation, dated February 11, 2026
99.1		Press Release, dated January 21, 2026
99.2		Press Release of Helio Corporation, dated February 12, 2026
99.2		Press Release, dated January 26, 2026
99.3		Press Release of Helio Corporation, dated February 12, 2026
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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 27, 2026	By:	/s/ Edward Cabrera
Date: February 12, 2026	By:	/s/ Edward Cabrera
	Name:	Edward Cabrera
	Title:	Chief Executive Officer

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