Material Agreement (Form 8-K)

Item 1.01 Entry into a Material Definitive Agreement.

On April 27, 2026, Helio Corporation (the "Company") entered into a binding settlement agreement (the "Wolf Settlement Agreement") with Sean Wolf ("Wolf") via an exchange of emails, pursuant to which the Company and Wolf agreed to resolve and settle an aggregate outstanding obligation of $879,163 (the "Settlement Amount"), representing all principal and accrued interest owed under two promissory notes previously issued by the Company: (i) a 9.75% Promissory Note in the principal amount of $400,000 issued on October 15, 2024 to Blackwolf Venture Group LLC, a Florida limited liability company controlled by Wolf ("Blackwolf"), and (ii) a 9.75% Promissory Note in the principal amount of $500,000 issued on October 16, 2024 to Wolf (collectively, the "Notes"). The Wolf Settlement Agreement was formed by Wolf's written offer transmitted by email, which expressly provided that a written reply of "Accepted on behalf of Helio" would constitute a binding agreement, and the Company's acceptance of that offer by email reply from Edward Cabrera, Chairman and Chief Executive Officer of the Company, on April 27, 2026, with the sole modification that the daily volume threshold triggering the base share sale limit be increased from 14,000 shares to 20,000 shares.

The material terms of the Wolf Settlement Agreement are as follows: (i) the Settlement Amount of $879,163 shall be satisfied through net proceeds from Wolf's sales of Helio common stock in accordance with the leak-out terms described below, and any direct payments by the Company; (ii) Wolf may sell up to the greater of (a) 4,000 shares on any trading day on which aggregate daily trading volume of Helio common stock equals or exceeds 20,000 shares, or (b) twelve percent (12%) of aggregate daily trading volume on such trading day (the "Leak-Out Terms"); (iii) no single sale block shall exceed 2,000 shares without the prior written consent of the Company; (iv) upon the earlier of the uplisting of the Company's common stock to the NASDAQ Stock Market or the New York Stock Exchange, or July 5, 2026, the daily sale limit shall increase to twenty-five percent (25%) of aggregate daily trading volume; (v) Wolf shall provide brokerage account statements to the Company twice monthly, with net proceeds applied to reduce the Settlement Amount; (vi) Wolf shall be solely responsible for seeking the cooperation of Joseph Pitman to transfer 275,000 shares of Helio common stock held by Pitman to Wolf, subject to the same Leak-Out Terms; (vii) the Company agreed to promptly authorize ClearTrust, LLC to remove the restrictive legend on 225,000 shares of common stock held in book entry for the benefit of Wolf, no later than 9:30 A.M. Eastern Time on April 28, 2026; (viii) the Company agreed to use commercially reasonable efforts to provide a Rule 144 opinion letter with respect to the 275,000 Pitman shares following completion of their transfer to Wolf; (ix) the Company agreed to promptly contact Fidelity Investments, copying Wolf, to retract and/or correct any prior statements made by or on behalf of the Company to Fidelity regarding Wolf or the shares subject to the Wolf Settlement Agreement, and to confirm no objection to Fidelity reviewing and processing such shares; and (x) if Fidelity declines to accept the shares or restricts Wolf's transactions, the Company shall within seven (7) business days secure an alternate brokerage firm reasonably acceptable to Wolf; if the Company fails to do so, the Wolf Settlement Agreement shall be null and void. The parties agreed to proceed without escrow.

A copy of the Wolf Settlement Agreement (email exchange dated April 27, 2026) is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference herein.