HNO International, Inc. filings document material agreements and capital-structure transactions for a Nevada corporation developing hydrogen-based energy technologies. Recent Form 8-K disclosures cover convertible promissory notes, common stock purchase warrants, an equity purchase agreement, promissory note extensions, and related placement-agent arrangements.
The company’s regulatory filings also record changes in its independent accountant, late-filing notifications on Form 12b-25, common-stock issuance mechanics, beneficial ownership limits, share reserve obligations, maturity dates, conversion terms, and going-concern language included in audit reporting. These documents provide formal disclosure around financing activity, reporting status, governance matters and risk-related accounting disclosures.
HNO International, Inc. describes a proposed Regulation A offering of 450,000,000 securities at $0.0020 per security; $900,000 of aggregate offering price is attributed to securities offered on the issuer’s behalf. Estimated net proceeds to the issuer are $825,000.
HNO International estimates total offering expenses of $75,000, including legal, accounting, administrative, Blue Sky compliance, EDGAR/publishing and related expenses. Its financial statements list total liabilities of $3,690,950, total stockholders’ equity of -$2,457,321, revenue of $33,821 and net income of -$1,159,592.
HNO International, Inc. (HNOI) terminated all offerings under its Form S-1 registration statement. Upon effectiveness of the post-effective amendment, securities registered under that statement that remain unsold or otherwise unissued will be deregistered.
HNO International, Inc. (HNOI), a developer of green hydrogen production and refueling systems, reports another loss-making quarter for the period ended July 31, 2026, with minimal revenue and heavy reliance on external financing. Nine‑month revenue was only $33,821, all recorded in the prior quarter, while the nine‑month net loss was $1,159,592, a substantial improvement from $6,429,469 a year earlier due to sharply lower stock‑based compensation and reduced operating costs.
Total assets were $1.23 million against total liabilities of $3.69 million, resulting in a stockholders’ deficit of $2.46 million and a working capital deficit of $3.03 million. Cash increased to $69,427 from $9,525, mainly from financings, including related‑party advances and five new convertible notes that created a $450,164 derivative liability tied to variable‑price conversion features. The company also entered a $30 million Equity Purchase Agreement with Lambda Ventures LLC, providing an at‑the‑market style equity line, and had 1,540,000 warrants and Series B preferred stock convertible into up to 360,000,000 common shares (subject to a 4.99% beneficial ownership cap), indicating significant potential dilution. Management discloses substantial doubt about HNO’s ability to continue as a going concern without raising additional capital.
HNO International, Inc. (HNOI) filed a notification of late filing for its Quarterly Report on Form 10-Q for the period ended July 31, 2026. The company states it was unable to complete the report on time due to a delay in obtaining and compiling required information, which it says could not be resolved without unreasonable effort and expense.
HNO International indicates that, consistent with Rule 12b-25, it expects to file the Form 10-Q no later than the fifth calendar day following the original due date.
HNO International, Inc. (HNOI) entered into a financing on September 4, 2026 by issuing a Convertible Redeemable Note with a principal amount of $210,000 to CFI Capital LLC under a Securities Purchase Agreement. The note carries a $21,000 original issue discount, resulting in a purchase price of $189,000, bears 6% annual interest, and matures on September 4, 2027.
After six months, principal and interest may be converted into common stock at 60% of the lowest trading price over the 20 trading days before conversion, with deeper discounts to 50% if a DTC "Chill" is in effect and 45% upon an Event of Default. Conversions are limited by a 4.99% beneficial ownership cap, which may be increased to 9.9% with 60 days' notice. HNO International agreed to reserve 49,295,775 shares of common stock for conversions and to maintain a share reservation equal to five times the amount needed for full conversion. The note also includes a most-favored-nation provision that allows the holder to adopt more favorable financing terms the company may later grant to other investors.
HNO International, Inc. is registering up to 32,570,000 shares of common stock for resale by existing investors rather than issuing shares directly to the public. This includes up to 25,500,000 shares tied to a $30,000,000 equity purchase agreement with Lambda Ventures and additional shares underlying previously issued convertible notes and warrants.
Under the Lambda facility, HNO may sell stock over 24 months at 80% of the lowest traded price during specified periods, subject to a 4.99% ownership cap for Lambda. Four unsecured convertible notes totaling $327,500 convert at the lesser of $0.25 or 60% of the lowest traded price before conversion and are paired with warrants for 1,540,000 shares at $0.25.
The company reports a net loss of $6,615,496 for the year ended October 31, 2025, an accumulated deficit of $52,633,084, and a working capital deficit of $2,613,968 as of April 30, 2026, leading to substantial doubt about its ability to continue as a going concern. Revenue to date is minimal and its flagship hydrogen project in Katy, Texas is not yet operational. The stock trades on the OTCQB at $0.11 per share as of July 27, 2026 and is subject to penny stock rules. The CEO holds super-voting preferred shares, giving him effective control and potentially deterring change-of-control transactions.
HNO International, Inc. is registering up to 32,570,000 shares of common stock for resale by existing investors, including 25,500,000 shares tied to a $30,000,000 Equity Purchase Agreement with Lambda Ventures and 7,070,000 shares underlying convertible notes and warrants.
The company itself is not selling shares under this prospectus but may raise up to $30,000,000 over 24 months by issuing discounted shares to Lambda, creating potential significant dilution relative to the 102,355,323 shares outstanding as of July 20, 2026. Four 8% convertible notes totaling $327,500 and related warrants could add further dilution at conversion prices as low as 60% of the lowest recent trading price.
HNO develops decentralized hydrogen production and refueling systems and has a multi‑million‑dollar hydrogen offtake agreement with a trucking customer in Katy, Texas plus an MOU with drone maker Cellen. It reported a $6,615,496 net loss for the year ended October 31, 2025, cash of $145,670 and an accumulated deficit of $52,633,084 as of April 30, 2026, and auditors have raised substantial doubt about its ability to continue as a going concern.
HNO International, Inc. entered into two separate financing transactions with Monroe Street Capital Partners, LP and Lambda Ventures, LLC, each involving a $67,500 Convertible Promissory Note and a warrant to purchase up to 385,000 common shares. Each investor provided gross proceeds of $62,500, with approximately $57,625 received by the company after legal and placement agent fees in each case.
The notes include a $5,000 original issue discount and a one-time 8% interest charge (about $5,400), mature on May 5, 2027, and are convertible at the holders’ option at 60% of the lowest traded price over the prior 20 trading days, subject to a 4.99% beneficial ownership cap. On default, they become due at 150% of outstanding principal and interest, with up to 18% default interest. The five-year warrants have a $0.25 exercise price and may be exercised on a cashless basis, also subject to a 4.99% cap. For each transaction, 20,000,000 shares are reserved with the transfer agent for potential conversions and exercises, and the purchase agreements restrict variable rate transactions, limit new equity issuances for 30 days, and grant participation rights in future offerings for at least 18 months or until each note is extinguished. This amendment adds the Lambda Ventures transaction that was inadvertently omitted from an earlier report, without changing the Monroe Street Capital terms.