Helio Corp /FL/ 8-K

What Happened
Helio Corporation (HLEO) announced on its Form 8‑K (filed March 11, 2026) that it entered a Securities Purchase Agreement on March 5, 2026 to sell 1,000 shares of Series B Convertible Preferred Stock for a total of $931,500. Each Series B share has a stated value of $931.50 and is convertible into common stock based on the Series B Conversion Price (initially $931.50), subject to adjustments and a 4.99% beneficial ownership conversion limit. The Certificate of Designations for the Series B preferred is filed as Exhibit 3.1 to the 8‑K.

Key Details

• Purchase amount: 1,000 shares of Series B Preferred for an aggregate $931,500 (stated value $931.50/share).
• Conversion mechanics: Conversion ratio = stated value divided by Series B Conversion Price (initially $931.50), subject to adjustment and a 4.99% beneficial ownership cap.
• Rights and protections: Liquidation preference equal to 100% of stated value; no cash dividends; limited voting rights (only as required by law or for adverse amendments); company may redeem at stated value.
• Resale limits: Purchaser’s sales of common shares issuable on conversion are subject to a “leak‑out” restriction (sales limited to 15% of daily trading volume plus 20% of volume above 150,000 shares during a specified period).

Why It Matters
This transaction provided Helio with $931,500 in funding and introduces a convertible security that could increase the company’s outstanding common shares if converted. The preferred carries a full stated‑value liquidation preference and limited voting rights, which protect the new investor’s economic position while limiting governance impact. The 4.99% conversion cap and leak‑out resale limits constrain immediate dilution and large sales into the market, but investors should monitor future filings for the full Purchase Agreement (to be filed with the company’s next Form 10‑Q) and any conversions or additional issuances.