HNO International enters $210K convertible note

Q: How many HNOI shares are reserved for conversions under the note?

HNO International agreed to irrevocably reserve 49,295,775 shares of common stock for conversions under the note and to maintain a share reservation equal to five times the amount required for full conversion, supporting potential future share issuances.

Q: What is the most-favored-nation provision in HNOI’s note?

The note includes a most-favored-nation provision, allowing the holder to elect more favorable terms if HNO International later issues securities to other investors with better conversion discounts, lookback periods, interest rates, original issue discounts, or prepayment rates.

HNO International issued a discounted convertible note with large share reserves and flexible conversion terms that may lead to significant future dilution.

Filing Impact

(Very High)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

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.

Positive

None.

Negative

The $210,000 Convertible Redeemable Note features steep conversion discounts down to 45% of the lowest recent trading price and a reserved pool of 49,295,775 shares, creating the potential for significant dilution to existing shareholders if extensively converted.

Filing Explained

As of April 30, reported cash was $145,670 versus $210,000 principal, while conversion eligibility begins only after six months.

On September 4, HNO International issued a convertible note that creates a $210,000 principal obligation; if converted under the disclosed terms, issuing additional shares would reduce existing holders’ percentage ownership.

The filing separately identifies the note as a direct financial obligation under Item 2.03 and as an unregistered sale of equity securities under Item 3.02.

The latest supplied balance-sheet record, for April 30, 2026, reports $145,670 in cash and equivalents, versus the note’s $210,000 principal and $189,000 purchase price. At the last reported quarterly operating cash-use rate, that cash balance equals 61.1 days of the last reported operating cash use.

Sources and calculations

HNO International Form 8-K (2026-09-04)
Dilution definition (2026-07-17)
HNO International 2026 second-quarter fundamentals (2026Q2)

Available liquidity against the last reported quarterly operating outflow, in days at that rate $145,670 / ($212,156 / 89) = 61.1 days

8-K Event Classification

4 items: 1.01, 2.03, 3.02, 9.01

4 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial

The company incurred a new significant debt or off-balance-sheet obligation.

Item 3.02 Unregistered Sales of Equity Securities Securities

The company sold equity securities in a private placement or other unregistered transaction.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Convertible Redeemable Note principal: $210,000 Original issue discount: $21,000 Purchase price: $189,000 +5 more

8 metrics

Convertible Redeemable Note principal $210,000 Principal amount of the note issued to CFI Capital LLC on September 4, 2026

Original issue discount $21,000 Discount applied to the note, resulting in a $189,000 purchase price

Purchase price $189,000 Cash consideration received by HNO International for the note

Interest rate 6% per annum Annual interest on the note from the issue date

Maturity date September 4, 2027 Date on which the note matures

Standard conversion price discount 60% of lowest trading price Conversion at 60% of the lowest trading price over the prior 20 trading days

Event of Default conversion discount 45% of lowest trading price Deeper discount used if an Event of Default occurs

Reserved shares for conversion 49,295,775 shares Common shares reserved and maintained at five times the amount needed for full conversion

Key Terms

Convertible Redeemable Note, original issue discount, beneficial ownership cap, DTC "Chill", +1 more

5 terms

Convertible Redeemable Note financial

"the Company issued to the Buyer a Convertible Redeemable Note"

original issue discount financial

"in the aggregate principal amount of $210,000, with a $21,000 original issue discount"

Original issue discount (OID) is the difference between a debt security’s face value and the lower price at which it is first sold, treated as additional interest that accrues over the life of the instrument. For investors it matters because OID raises the effective yield and changes taxable income and the holding’s cost basis over time — think of buying a $100 voucher for $90 and recognizing the $10 gain as earned interest as the voucher approaches maturity.

beneficial ownership cap financial

"Conversions are limited by a 4.99% beneficial ownership cap"

A beneficial ownership cap is a rule that limits how much of a company a single investor or related group can effectively control, even if legal ownership could be higher. Think of it as a speed limit for ownership that prevents any one party from accumulating a controlling stake; it matters to investors because it affects takeover risk, voting power, dilution, and potential returns by shaping who can influence corporate decisions.

DTC "Chill" financial

"including a conversion price equal to 50% of such price if a DTC "Chill" is in effect"

most-favored-nation provision financial

"The Note contains a most-favored-nation provision that permits the Holder to elect more favorable terms"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What financing did HNOI enter into on September 4, 2026?

HNO International entered into a Securities Purchase Agreement with CFI Capital LLC and issued a $210,000 Convertible Redeemable Note with a $21,000 original issue discount, providing a $189,000 purchase price, bearing 6% interest and maturing on September 4, 2027.

How is the HNOI convertible note conversion price determined?

From six months after issuance, HNO International’s note may convert into common stock at 60% of the lowest trading price over the prior 20 trading days, or at 50% if a DTC "Chill" applies and 45% upon an Event of Default, subject to adjustments.

What ownership limits apply to the HNOI convertible note holder?

Conversions under the HNO International note are limited by a 4.99% beneficial ownership cap, which the holder may elect to increase to 9.9% by giving 60 days’ prior notice, restricting how much stock can be held after conversions.

How many HNOI shares are reserved for conversions under the note?

HNO International agreed to irrevocably reserve 49,295,775 shares of common stock for conversions under the note and to maintain a share reservation equal to five times the amount required for full conversion, supporting potential future share issuances.

What is the most-favored-nation provision in HNOI’s note?

The note includes a most-favored-nation provision, allowing the holder to elect more favorable terms if HNO International later issues securities to other investors with better conversion discounts, lookback periods, interest rates, original issue discounts, or prepayment rates.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 09/11/2026 - 01:14 PM Accepted by SEC EDGAR 09/11/2026 - 01:14 PM

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 4, 2026

HNO INTERNATIONAL, INC.

(Exact name of registrant as specified in its charter)

Nevada	000-56568	20-2781289
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

41558 Eastman Drive, Suite B Murrieta, CA	92562
(Address of Principal Executive Offices)	(Zip Code)

Registrant's telephone number, including area code (951) 305-8872

N/A
(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Not applicable.

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐

Item 1.01 Entry into a Material Definitive Agreement

On September 4, 2026, HNO International, Inc. (the "Company"), entered into a Securities Purchase Agreement (the "Securities Purchase Agreement") with CFI Capital LLC (the "Buyer"), pursuant to which the Company issued to the Buyer a Convertible Redeemable Note (the "Note") in the aggregate principal amount of $210,000, with a $21,000 original issue discount, resulting in a purchase price of $189,000.

The Note has a maturity date of September 4, 2027 and bears interest at the rate of 6% per annum from the Issue Date. Beginning on the six-month anniversary of the Issue Date, the outstanding principal and accrued interest on the Note may be converted into shares of the Company's common stock at a conversion price equal to 60% of the lowest trading price of the Company's common stock for the 20 trading days prior to conversion (subject to certain adjustments, including a conversion price equal to 50% of such price if a DTC "Chill" is in effect and 45% upon an Event of Default). Conversions are limited by a 4.99% beneficial ownership cap (increasable to 9.9% upon 60 days' prior notice). The Company has agreed to irrevocably reserve 49,295,775 shares of common stock for conversions under the Note and to maintain a share reservation equal to five times the amount necessary for full conversion.

The Note contains a most-favored-nation provision that permits the Holder to elect more favorable terms if the Company issues securities with better conversion discounts, lookback periods, interest rates, original issue discounts, or prepayment rates to other investors.

The foregoing description of the Note and Securities Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Note and Securities Purchase Agreement, copies of which are filed as Exhibit 4.1 and Exhibit 99.1, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The disclosure provided above in Item 1.01 above is incorporated by reference into this Item 2.03.

Item 3.02. Unregistered Sales of Equity Securities.

The disclosure provided above in Item 1.01 above is incorporated by reference into this Item 3.02.

Item 9.01 Financial Statements and Exhibits

Exhibit No.		Document
4.1		Convertible Redeemable Note, dated September 4, 2026, by and between HNO International, Inc. and CFI Capital LLC
99.1		Securities Purchase Agreement, dated September 4, 2026, by and between HNO International, Inc. and CFI Capital LLC
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

HNO International, Inc.

(Registrant)

Date: September 11, 2026

By: /s/ Donald Owens
Donald Owens

Chief Executive Officer