Welcome to our dedicated page for HNO International SEC filings (Ticker: HNOI), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
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. 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.
HNO International, Inc. reported another loss-making quarter as it continues to develop green hydrogen systems. For the three months ended April 30, 2026, revenue was $33,821, down from $43,708 a year earlier, all from facilitating hydrogen equipment deliveries where HNO acts as an agent.
Operating expenses fell sharply, driven by the absence of prior-year stock-based compensation, with general and administrative costs of $165,081 versus $314,323 in 2025. Net loss for the quarter narrowed to $400,825 from $470,066, and the six‑month net loss improved to $582,894 from $5,931,459.
Liquidity remains strained: cash was $145,670 at April 30, 2026, against a working capital deficit of $2,613,968 and an accumulated deficit of $52,633,084. The company discloses substantial doubt about its ability to continue as a going concern and is relying on related‑party funding, convertible notes with derivative features, a $30,000,000 equity purchase agreement, and a Regulation A offering to finance operations.
HNO International, Inc. director and CEO Donald W. Owens reported bona fide gifts of 10,000,000 shares of Common Stock. The transactions were recorded at a price of $0.00 per share, indicating non-market transfers. Following these gifts, he directly holds 18,950,000 Common Stock shares.
HNO International, Inc. notified the SEC that it could not timely file its Quarterly Report on Form 10-Q for the period ended April 30, 2026 and invoked Rule 12b-25 relief. The company states the delay was caused by time needed to obtain and compile required information and says it will file the Form 10-Q no later than the fifth calendar day following the prescribed due date.
HNO International, Inc. entered into a financing deal with Monroe Street Capital Partners through a Securities Purchase Agreement. The company issued a $67,500 Convertible Promissory Note and a warrant for up to 385,000 common shares, receiving gross proceeds of $62,500 and net proceeds of about $57,625 after fees. The note carries a one-time 8% interest charge, matures on May 5, 2027, and can be converted at the investor’s option at 60% of the lowest traded price over the prior 20 trading days, subject to a 4.99% beneficial ownership cap. The warrant is exercisable at $0.25 per share until May 5, 2031. The company reserved 20,000,000 shares of common stock with its transfer agent for possible issuance under this note and warrant and agreed to various restrictions on future variable-rate and equity issuances.
HNO International, Inc. entered into an Equity Purchase Agreement with Lambda Ventures LLC giving the company the right to sell up to $30,000,000 of common stock over up to twenty-four months through periodic put notices.
Each put must be at least $25,000 and no more than the lesser of $500,000 or 200% of the Average Daily Trading Value, with shares sold at 80% of the lowest traded price during specified periods. As consideration, HNO will issue 500,000 initial commitment shares and additional shares after each $2,500,000 of aggregate proceeds, up to twelve trigger events if the facility is fully used.
The company also signed a Registration Rights Agreement requiring it to file a resale registration statement within 30 days and have it declared effective within 90 days. The initial commitment shares are being issued as an unregistered private placement under Section 4(a)(2) of the Securities Act.
HNO International, Inc. entered two financing agreements with Jefferson Street Capital and Lambda Ventures, each involving a $96,250 Convertible Promissory Note and a warrant for up to 385,000 common shares in return for gross proceeds of $87,500 per investor.
Each note includes an 8% one-time interest charge, a one-year maturity, and a conversion price set at 60% of the lowest traded price over the prior 20 trading days, subject to a 4.99% beneficial ownership cap. The company also issued warrants at a $0.25 exercise price and reserved 13,000,000 shares of common stock with its transfer agent for each transaction.
HNO International, Inc. has changed its independent accounting firm. On April 13, 2026, the company dismissed Barton CPA, PLLC as its independent accountant. Barton’s audit reports for the fiscal years ended October 31, 2025 and 2024 included an explanatory paragraph about substantial doubt regarding the company’s ability to continue as a going concern, but no adverse opinions or disclaimers.
On April 10, 2026, the board approved the engagement of Green Growth CPAs as the new independent registered public accounting firm to audit annual financial statements and review interim results. The company states there were no disagreements with Barton on accounting, disclosure, or audit matters, and no reportable events or disagreements in consultations with Green Growth CPAs.
HNO International, Inc. director and CEO Donald W. Owens reported two bona fide gifts of Common Stock. On February 10, 2026, he made gift transfers of 200,000 shares and 400,000 shares, totaling 600,000 shares. Following these non-cash dispositions, Owens directly holds 28,950,000 shares of HNO International common stock.