HLEO 10-K & 10-Q changes, risk factors and insider trading
Helio Corp · OTC · Guided Missiles & Space Vehicles & Parts · CIK 1953988 · All filings on SEC.gov
At a glance
What changed in the latest 10-K
Comparison not available: Not available: fewer than two 10-K filings on EDGAR to compare (only one so far)..
What changed in the latest 10-Q
Risk Factors
We could not find a separate Risk Factors item in the latest 10-Q. Some companies leave it out of quarterly reports; see the annual 10-K risk factors and the original filing. Open the filing on SEC.gov.
Management's Discussion & Analysis (MD&A)
New heading “Comparison of the Three Months Ended July 31, 2026 to the Three Months Ended July 31, 2025”
Removed heading “Comparison of the Three Months Ended April 30, 2026 to the Three Months Ended April 30, 2025”
Largest changes
“As of April 30, 2026, the Company was in default under certain of its outstanding promissory notes with an aggregate principal amount of approximately $1,185,000. Subsequent to April 30, 2026, the Company has resolved all of these defaults. Specifically, pursuant to a settlement agreement dated April 27, 2026, the aggregate outstanding obligation of $879,163 in principal and accrued interest owed under two secured promissory notes (original principal amounts of $400,000 and $500,000, respectively) was resolved. …”see in full comparison
“Comparison of the Three Months Ended April 30, 2026 to the Three Months Ended April 30, 2025”see in full comparison
“Comparison of the Three Months Ended July 31, 2026 to the Three Months Ended July 31, 2025”see in full comparison
“As of July 31, 2026, the Company was not in default under any of its outstanding promissory notes.”see in full comparison
Comparison of thesee in full comparisonSixNineMonthsmonths EndedAprilJuly30,31, 2026 to theSixNineMonthsmonths EndedAprilJuly30,31, 2025
“Our other expenses are comprised of interest expense, amortization of debt discount, change in fair value of derivative liabilities, gain on extinguishment of derivative liabilities, loss on issuance of derivative, loss on modification of debt and loss on debt extinguishment. Overall other expenses increased by $2,576,594, or 1308%, to $2,773,614 for the nine months ended July 31, 2026, as compared to $197,020 for the nine months ended July 31, 2025. …”see in full comparison
Full comparison: every changed paragraph (37)
Comparison of the SixNine Monthsmonths Ended AprilJuly 30,31,
2026 to the SixNine Monthsmonths Ended AprilJuly 30,31, 2025
Revenue for the sixnine months ended AprilJuly 30,31, 2026
decreased by 63%54% to $952,866$1,543,492 from $2,599,836$3,384,423 for the sixnine months ended AprilJuly 30,31, 2025, reflecting a lower overall volume of work compared
compared to the prior sixnine months. Contributing factors include continuing budget cuts to NASA programs enacted by the current administration,
administration, combined with the extended government shutdown. During the sixnine months ended AprilJuly 30,31, 2026, we serviced five
six customers, one of which was
a government customer, one commercialpublic company and twothree non/not-for-profit customers who were under government
contracts, and one private
customer. For the sixnine months ended AprilJuly 30,31, 2025, we serviced eleven customers, of which two were
direct government customers, one
was a commercial customer with private foundation,funding, five were commercial customers and three were
non/not-for-profit customers for whom
we manufactured products as a subcontractor for their government customer.customer Cost of Revenue The 66% decrease in cost of revenue for the nine
months ended July 31, 2026 to $905,106 from $2,680,940 for the nine months ended July 31, 2025 mainly reflected the decreased business
volume described above. As a percentage of revenue, cost of revenue amounted to 59% and 79% in the nine months ended July 31, 2026 and
2025, respectively. Cost of revenue as a percentage of revenue decreased by approximately 20% due to increased operational efficiency
on several new contracts that commenced in Q3 2026.
Overall operating expenses increased by $1,324,555, or 39%, to $4,715,947 for the nine months ended July 31, 2026, as compared to $3,391,392 for the nine months ended July 31, 2025, driven by professional fees and higher G&A expenses and R&D activities. Additionally, the Company issued stock for services to the CEO, CFO and consultants for an aggregate value of $2,481,918.
Our other expenses are comprised of interest expense, amortization of debt discount, change in fair value of derivative liabilities, gain on extinguishment of derivative liabilities, loss on issuance of derivative, loss on modification of debt and loss on debt extinguishment. Overall other expenses increased by $2,576,594, or 1308%, to $2,773,614 for the nine months ended July 31, 2026, as compared to $197,020 for the nine months ended July 31, 2025. We recorded $293,123 in interest expense in the nine months ended July 31, 2026 compared to $197,020 in the nine months ended July 31, 2025, reflecting our increased amount of average outstanding debt and increased rates of interest thereunder. In the nine months ended July 31, 2026 we recorded amortization of debt discount of $864,738, the change in fair value of derivative liabilities of $731,919, which was due to the issuance of convertible debt and preferred stock, loss on issuance of derivative in the amount of $105,527, a gain on extinguishment of derivative liabilities in the amount of $509,476, a loss on modification of debt in the amount of $51,480 and a loss on debt extinguishment in the amount of $1,236,303.
We have not recorded income tax expense or benefit in the nine months ended July 31, 2026 and 2025 (because of our tax loss carryforwards). We had approximately $11,836,000 of net operating loss carry forwards to offset future federal taxable income as of July 31, 2026.
The NOL carry forward is subject to review and possible adjustment by the Internal Revenue Service and state tax authorities. Under the Internal Revenue Code (“IRC”) Sections 382 and 383, annual use of the Company’s net operating loss carryforwards and research credit carryforwards to offset taxable income and tax, respectively, may be limited based on cumulative changes in ownership. The Company has not completed an analysis to determine whether any such limitations have been triggered as of July 31, 2026. The annual limitation, if any, will be determined based on the value of the Company immediately prior to the ownership change. Subsequent ownership changes may further affect the limitation in future nine months.
Net Loss
Our net loss for the nine months ended July 31, 2026 was $6,851,175, compared to a net loss of $2,884,929 for the nine months ended July 31, 2025. The change was due to the reasons discussed above.
Comparison of the Three Months Ended July 31, 2026 to the Three Months Ended July 31, 2025
Revenue for the three months ended July 31, 2026 decreased by 25% to $590,626 from $784,587 for the three months ended July 31, 2025, reflecting a lower overall volume of work compared to the prior three months. Contributing factors include continuing budget cuts to NASA programs enacted by the current administration. During the three months ended July 31, 2026 we serviced six customers, of which one was a direct government customer, one was a public company, three were non/not-for-profit customers for whom we manufactured products as a subcontractor for their government customer, and one private customer. For the three months ended July 31, 2025, we serviced nine customers, two of which were direct government customers, four were commercial customers and two were non/not-for-profit customers for whom we manufactured products as a subcontractor for their government customer, and one private customer.
The 71%53% decrease in cost of revenue for the sixthree
months months
ended AprilJuly 30,31, 2026 to $579,572$325,534 from $1,994,743$686,197 for the sixthree months ended AprilJuly 30,31, 2025 mainly reflected the decreased business
volume volume
described above. As a percentage of revenue, cost of revenue amounted to 61%55% and 77%87% in the sixthree months ended AprilJuly 30,31, 2026 and
2025, 2025,
respectively. Cost of revenue as a percentage of revenue decreased by approximately 16%32% due to increased operational efficiency
on several
new contracts that commenced in Q3 2025.2026.
Overall operating expenses increaseddecreased by $1,513,515,$188,960,
or 63%,19%, to $3,904,623$811,324 for the sixthree months ended AprilJuly 30,31, 2026, as compared to $2,391,108$1,000,284 for the sixthree months ended AprilJuly 30,31, 2025, in both
cases driven
by professionallower feespersonnel expenses and higher G&A expenses associated with this and R&D activities. Additionally, the Company issued stock
for services to the CEO, CFO and consultants for an aggregate value of $2,406,532.expenses.
Our other expenses are comprised of interest expense,
amortization of debt discount, change in fair value of derivative liabilities,liability, gain on extinguishment of derivative liabilities, loss on
issuance of derivative, loss on modification of debt and loss on debt extinguishment. Overall other expenses increased by $1,700,196,$876,398, or 1148%,
1794%, to $1,848,356$925,258 for the
six three months ended AprilJuly 30,31, 2026, as compared to $148,160$48,860 for the sixthree months ended AprilJuly 30,31, 2025. We recorded $239,053
$54,070 in interest expense
in the sixthree months ended AprilJuly 30,31, 2026 compared to $148,160$48,860 in the sixthree months ended AprilJuly 30,31, 2025, reflecting
our increased amount of
average outstanding debt and increased rates of interest thereunder. In the sixthree months ended AprilJuly 30,31, 2026 we
recorded amortization of
debt discount of $444,575,$420,163, the change in fair value of derivative liabilities of $318,942,$412,977, which was due to the
issuance of convertible debt and preferred stock, loss on issuance of convertible
debt,derivative in the amount of $105,527, a gain on extinguishment of
derivative liabilities in the amount of $89,237, a loss on modification of debt in the amount of $51,480
and$420,239, a loss on debt extinguishment in the amount of $883,543.$352,760.
We have not recorded income tax expense or benefit
in the six months ended April 30, 2026 and 2025 (because of our tax loss carryforwards). We had approximately $9,344,900 of net operating
loss carry forwards to offset future federal taxable income as of April 30, 2026.
The NOL carry forward is subject to review and
possible adjustment by the Internal Revenue Service and state tax authorities. Under the Internal Revenue Code (“IRC”) Sections
382 and 383, annual use of the Company’s net operating loss carryforwards and research credit carryforwards to offset taxable income
and tax, respectively, may be limited based on cumulative changes in ownership. The Company has not completed an analysis to determine
whether any such limitations have been triggered as of April 30, 2026. The annual limitation, if any, will be determined based on the
value of the Company immediately prior to the ownership change. Subsequent ownership changes may further affect the limitation in future
six months.
Our net loss for the sixthree months ended AprilJuly 30,31,
2026 was $5,379,685,$1,471,490, compared to a net loss of $1,934,175$950,754 for the sixthree months ended AprilJuly 30,31, 2025. The change was due to the reasons discussed
above.
Comparison of the Three Months Ended April
30, 2026 to the Three Months Ended April 30, 2025
Revenue for the three months ended April 30, 2026
decreased by 61% to $457,316 from $1,172,260 for the three months ended April 30, 2025, reflecting a lower overall volume of work compared
to the prior three months. Contributing factors include continuing budget cuts to NASA programs enacted by the current administration.
During the three months ended April 30, 2026, we serviced five customers, one of which was a government customer, one commercial and two
non/not-for-profit customers who were under government contracts, and one private customer. For the three months ended April
30, 2025, we serviced nine customers, one of which was a direct government customer, one was a private foundation, four were commercial
customers and three were non/not-for-profit customers for whom we manufactured products as a subcontractor for their government customer.
Cost of Revenue
The 66% decrease in cost of revenue for the three
months ended April 30, 2026 to $334,709 from $977,895 for the three months ended April 30, 2025 mainly reflected the decreased business
volume described above. As a percentage of revenue, cost of revenue amounted to 73% and 83% in the three months ended April 30, 2026 and
2025, respectively. Cost of revenue as a percentage of revenue decreased by approximately 10% due to increased operational efficiency
on several new contracts that commenced in Q3 2025.
Overall operating expenses decreased by $136,552,
or 12%, to $978,422 for the three months ended April 30, 2026, as compared to $1,114,974 for the three months ended April 30, 2025, in
both cases driven by lower G&A expenses. Additionally, the Company issued stock for services to the CFO and consultants for an aggregate
value of $274,932.
Our other expenses are comprised of interest expense, amortization
of debt discount, change in fair value of derivative liability, gain on extinguishment of derivative liabilities, loss on modification
of debt and loss on debt extinguishment. Overall other expenses increased by $695,718, or 737%, to $790,142 for the three months ended
April 30, 2026, as compared to $94,424 for the three months ended April 30, 2025. We recorded $74,744 in interest expense in the three
months ended April 30, 2026 compared to $94,424 in the three months ended April 30, 2025, reflecting our increased amount of average outstanding
debt and increased rates of interest thereunder. In the three months ended April 30, 2026 we recorded amortization of debt discount of
$383,342, the change in fair value of derivative liabilities of $130,150, which was due to the issuance of convertible debt, a gain on
extinguishment of derivative liabilities in the amount of $89,237, a loss on Net Loss Our net loss for the three months ended April
30, 2026 was $1,645,957, compared to a net loss of $1,015,033 for the three months ended April 30, 2025. The change was due to the reasons
discussed above.
As of AprilJuly 30,31, 2026, the Company had cash and
cash cash
equivalents of $464,720$520,504 and has historically incurred operating losses and negative cash flows from operations. The Company has funded
its working capital, research and development activities, capital expenditures, and other commitments primarily through loans from the
Company’s executive officers and directors and other debt financings. The Company has also issued equity securities in non-cash
transactions, including in connection with services rendered and debt-related arrangements. The Company expects to continue to incur operating
losses and negative operating cash flows as it advances its business and executes its strategic initiatives.
The Company’s primary liquidity requirements
include funding operating expenses, research and development activities, engineering and technical personnel costs, general and administrative
expenses, professional fees, and costs associated with maintaining its public company reporting obligations. As of AprilJuly 30,31, 2026, the
Company’s ability to meet its obligations as they become due depend, and is expected to continue to depend, on its ability to obtain
additional financing through debt or equity issuances, strategic transactions, or other capital-raising activities.
As of July 31, 2026, the Company was not in default under any of its outstanding promissory notes.
As of April 30, 2026, the Company was in default
under certain of its outstanding promissory notes with an aggregate principal amount of approximately $1,185,000. Subsequent to April
30, 2026, the Company has resolved all of these defaults. Specifically, pursuant to a settlement agreement dated April 27, 2026, the aggregate
outstanding obligation of $879,163 in principal and accrued interest owed under two secured promissory notes (original principal amounts
of $400,000 and $500,000, respectively) was resolved. In addition, four other notes (original principal amounts of $50,000, $150,000,
$50,000, and $250,000, respectively) for which default notices were received in February 2026 have been resolved and are now current.
During fiscal year 2026 and subsequent to AprilJuly
31, 30,
2026, the Company completed multiple financing transactions to support its liquidity needs (see Notes 6, 1313, and 14).
These notes bear interest at rates generally ranging
from approximately 10%6% to 12% per annum (subject to higher default rates) and have maturities ranging from October 2026 through JanuaryJuly 2027.
2027. The proceeds from these financings were used for working capital and general corporate purposes.
As of AprilJuly 30,31, 2026, the Company had outstanding
debt from unrelated parties under notes payable with an aggregate principal balance of $1,848,192.$750,500. These notes bear interest at rates of
of 9.75%6.00% and 12.00% per annum and mature within the next two fiscal.fiscal years. Certain of these notes are secured by the Company’s accounts
receivable and by shares of common stock pledged by a shareholder, and certain notes permit acceleration upon the occurrence of specified
events.
Subsequent to July 31, 2026, the Company executed a note payable agreement for $165,000 from which $38,050 in fees were deducted for net proceeds of $126,950.
Subsequent to April 30, 2026, the Company raised
an additional $284,800 in proceeds in exchange for 149,409 shares of common stock in connection with the April 2026 Private Placement
Memorandum. On May 29, 2026, an accredited investor purchased a Convertible Preferred share, netting Helio Corporation $154,750.
Our operating cash flow results were affected
by the
aging and timing of certain working capital items. During the threenine months ended AprilJuly 30,31, 2026 and 2025, our negative operating
cash cash
flow was attributed mainly to our net loss, as described above.
During the sixnine months ended AprilJuly 30,31, 2026, the
Company reported $1,319,440$1,937,196 of cash used in operating activities. The Company’s negative operating cash flow was attributed mainly
to a net loss of $5,379,685,$6,851,175, decrease in lease obligations of $205,198, and$314,060, a decrease in accrued compensation in the amount of $240,100.$229,575 and
a gain on extinguishment of derivative liability in the amount of $509,476. This was offset by a loss on debt extinguishment in the amount
of $883,592,$1,236,303, amortization of debt discount in the amount of $444,575$864,738, common stock issued for services in the amount of $2,481,918,
and
change in fair value of derivative liabilities in the amount of $318,942.$731,919.
During the sixnine months ended AprilJuly 30,31, 2025, the
Company reported $(1,226,3221,549,753) of cash used in operating activities. The Company’s negative operating cash flow was attributed mainly
to a net loss of $(1,934,1752,884,929) and is partially offset by a decrease in accounts receivable of $381,349,$788,869, and a decrease in work in process
of $174,537.
During the sixnine months ended AprilJuly 30,31, 2026, net
cash provided by financing activities was $1,776,855,$2,450,395, which included the incurrence of new debt proceeds amounting to $1,503,985,$1,737,045, proceeds
from the sale of common stock in the amount of $1,174,650,$1,522,747, proceeds from the sale of preferred stock in the amount of $1,053,500, proceeds
from the exercise of stock options in the amount of $8,066, offset
by repayments of debt totaling $909,846.$1,821,135 and common stock repurchased
for $49,828.
During the sixnine months ended AprilJuly 30,31, 2025, net
cash from financing activities was $690,469,$1,042,134, which mainly included $695,000$1,110,403 of the incurrence of new debt discussedoffset above.by $68,269 in repayments
of notes payable.
The Company’s material future cash commitments,
to be paid from cash flows from operations, are to repay its current debt obligations and payments under leases for its facilities. The
Company does not have any material commitments for capital expenditures. The following table shows the material future commitments for
the sixnine months ending AprilJuly 30,31, 2026:
HLEO insider buying and selling (Form 4)
Since 2026-04-11, insiders reported open-market purchases in 1 Form 4 filing (1 insider, 3 trade dates, 16,246 shares, about $24.1K) and open-market sales in 0 filings. Net open-market shares: 16,246 (purchases minus sales); net value about $24.1K.Totals add up every open-market (code P and S) line in those filings, using the prices reported in the filings. Awards, option exercises, tax withholding and gifts are listed below but not counted.
| Trade date | Insider | Transaction | Shares | Price | Value |
|---|---|---|---|---|---|
| 2026-09-18 | Knauf Mark Harry |
Open-market purchase | 380 | $1.33 | $505 |
| 2026-09-17 | Knauf Mark Harry |
Open-market purchase | 10,700 | $1.46 | $15.6K |
| 2026-09-16 | Knauf Mark Harry |
Open-market purchase | 5,166 | $1.55 | $8.0K |
| 2026-06-22 | Delory Gregory Townsend |
Other | 33,000 | — | — |
| 2026-06-02 | Delory Gregory Townsend |
Other | 2,500 | — | — |
| 2026-06-02 | Delory Gregory Townsend |
Other | 12,500 | — | — |
| 2026-06-02 | Delory Gregory Townsend |
Other | 15,000 | — | — |
| 2026-06-02 | Delory Gregory Townsend |
Other | 5,000 | — | — |
| 2026-06-02 | Delory Gregory Townsend |
Other | 10,000 | — | — |
| 2026-04-28 | Delory Gregory Townsend |
Option exercise | 149,979 | — | — |
Well-known investors holding HLEO (13F)
None of the 59 investors we track reported a position in their latest 13F.