Helio Corporation Announces Material Settlement Agreement with Sean Wolf

Key Points for Investors

• Settlement Agreement Signed: Helio Corporation has entered into a binding business resolution with Sean Wolf, resolving a significant outstanding obligation totaling \$879,163, which includes principal and accrued interest.
• Share Leak-Out Terms Modified: The board of directors accepted the settlement, with a key modification to the share leak-out provision: instead of the original 14,000-share trading volume threshold, Wolf may now sell up to 4,000 Helio shares per day only once the daily trading volume exceeds 20,000 shares, or up to 12% of the daily volume, whichever is greater. No single sale block may exceed 2,000 shares without written consent from the company.
• Potential for Increased Share Sales: Upon Helio’s uplisting to NASDAQ or NYSE, or after July 5, 2026, Wolf is permitted to increase his daily sales up to 25% of the daily trading volume, which could potentially impact Helio’s share price and liquidity.
• Additional Shares to be Transferred: Wolf will be responsible for securing the cooperation of Joseph Pitman to transfer 275,000 Helio shares, subject to the same leak-out terms, further increasing the potential volume of Helio shares entering the market.
• Administrative Commitments by Helio: Helio has agreed to:
  • Promptly email ClearTrust to approve legend removal on 225,000 existing shares, no later than 9:30 AM EST on April 28, 2026.
  • Provide a Rule 144 legal opinion for the 275,000 shares after transfer is completed.
  • Contact Fidelity, copying Wolf, to retract or correct any prior communications as needed.
• No Escrow Required: Both parties agreed to proceed without an escrow arrangement to avoid delay and additional expense, expediting the process.
• Reporting & Transparency: Wolf is required to provide brokerage statements to Helio twice monthly, with all net proceeds from his share sales applied to the outstanding Settlement Amount.
• Emerging Growth Company Status: Helio Corporation is classified as an emerging growth company under SEC rules, which may afford it certain regulatory relief and alternative accounting standards.
• No Securities Registered for Exchange Trading: As of the date of the report, Helio does not have any securities registered pursuant to Section 12(b) of the Exchange Act (i.e., not listed on a national exchange yet).

What Shareholders Need to Know

• Potential Share Price Impact: The leak-out provisions allow for a substantial volume of Helio shares to be sold into the market over time, especially if trading volume increases or if the company uplists to a major exchange. This could exert downward pressure on the stock price or increase volatility.
• Settlement Removes Legal Overhang: The agreement resolves a significant financial liability for Helio, potentially reducing litigation risk and improving the company’s financial position and public image.
• Transparency and Disclosure: The twice-monthly brokerage statement requirement provides ongoing transparency to the company and, by extension, to shareholders regarding the disposition of shares and the status of the settlement payoff.
• Regulatory and Administrative Steps: The company’s commitment to promptly remove legends and provide legal opinions may accelerate the process of clearing and selling shares, further affecting market dynamics in the near term.
• No Use of Extended Transition Period: Helio, though an emerging growth company, has elected not to use the extended transition period for new or revised financial accounting standards, indicating its intent to comply with the latest accounting regulations.

Settlement Agreement Details

The final business resolution, as detailed in the settlement agreement, includes the following terms:

• Settlement Amount: \$879,163 (principal + accrued interest).
• Leak-Out Terms:
  • Up to 4,000 shares per day may be sold once daily trading volume exceeds 20,000 shares, or 12% of daily volume, whichever is greater.
  • No single sale block above 2,000 shares without written company consent.
  • If Helio uplists to NASDAQ/NYSE or after July 5, 2026, daily sales allowed up to 25% of daily trading volume.
• Share Transfer: Wolf is responsible for securing transfer of 275,000 Helio shares from Joseph Pitman, which will be subject to the same leak-out terms.
• Brokerage Reporting: Wolf to provide statements twice monthly; all net proceeds reduce the settlement balance.
• Legend Removal & Legal Opinion: Helio to promptly approve legend removal (for 225,000 shares) and provide a Rule 144 opinion post-transfer (for 275,000 shares).
• No Escrow: Parties agree to skip escrow to expedite the process and reduce costs.

Signature & Effective Date

The settlement agreement was effective as of April 27, 2026. The Form 8-K was signed and filed by Helio Corporation’s Chief Executive Officer on May 1, 2026.

Conclusion

Investor Takeaway: While the settlement removes a significant liability from Helio’s balance sheet and resolves a potentially distracting dispute, investors should be mindful of the potential for increased share sales under the leak-out provisions. The possible influx of shares into the market, especially if the company uplists, may result in heightened volatility or downward pressure on the stock. At the same time, resolution of legacy financial obligations may improve the company’s overall financial health and attractiveness to institutional investors.

Disclaimer: This article is for informational purposes only and does not constitute investment advice. All investors should conduct their own due diligence and consult with their financial advisors before making investment decisions. The information provided is based on public filings and is believed to be accurate as of the publication date, but no guarantee is made to its completeness or accuracy. Market conditions and company circumstances may change without notice.

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