HLEO · Helio Corporation

On April 27, 2026, Helio Corporation entered into a binding settlement agreement with Sean Wolf to resolve $879,163 in outstanding obligations under two promissory notes. The settlement is structured as a leak-out arrangement, allowing Wolf to sell Helio common stock under specific volume-based limits to generate proceeds that will reduce the settlement amount. Key terms include a daily sale limit of the greater of 4,000 shares or 12% of daily trading volume when volume exceeds 20,000 shares, with an increase to 25% of daily volume upon uplisting to NASDAQ/NYSE or after July 5, 2026. The Company must remove restrictive legends on 225,000 shares by April 28, 2026, and assist with transferring 275,000 shares held by Joseph Pitman to Wolf. If Fidelity Investments declines to accept the shares, the Company must secure an alternative broker within seven business days, or the agreement becomes void. This settlement resolves the debt without immediate cash outlay but introduces potential dilution from stock sales. The agreement is filed as Exhibit 10.1.