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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):
December 29, 2025
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
Extension
of Promissory Notes:
On
December 29, 2025, HNO International, Inc., a Nevada corporation (the "Company"), entered into an Extension to Promissory Note
(the "1st Extension") with HNO Green Fuels, Inc., a Nevada corporation (“HNOGF”), pursuant to the
terms set forth in the 1st Extension. The 1st Extension amends the Promissory Note issued on December
1, 2021, extending the Maturity Date of December 31, 2025 to December 31, 2026.
On December 29, 2025, the Company entered into an Extension
to Promissory Note (the "2nd Extension") with HNOGF, pursuant to the terms set forth in the 2nd Extension.
The 2nd Extension amends the Promissory Note issued on September 29, 2022, extending the Maturity Date of December 31, 2025
to December 31, 2026.
On
December 29, 2025, the Company entered into an Extension to Promissory Note (the "3rd Extension") with HNOGF, pursuant
to the terms set forth in the 3rd Extension. The 3rd Extension amends the Promissory Note issued on October 20,
2022, extending the Maturity Date of December 31, 2025 to December 31, 2026.
On
December 29, 2025, the Company entered into an Extension to Promissory Note (the "4th Extension") with HNOGF, pursuant
to the terms set forth in the 4th Extension. The 4th Extension amends the Promissory Note issued on March 1, 2023,
extending the Maturity Date of December 31, 2025 to December 31, 2026.
On
December 29, 2025, the Company entered into an Extension to Promissory Note (the "5th Extension") with HNOGF, pursuant
to the terms set forth in the 5th Extension. The 5th Extension amends the Promissory Note issued on March 8, 2023,
extending the Maturity Date of December 31, 2025 to December 31, 2026.
On
December 29, 2025, the Company entered into an Extension to Promissory Note (the "6th Extension") with HNOGF, pursuant
to the terms set forth in the 6th Extension. The 6th Extension amends the Promissory Note issued on March 23, 2023,
extending the Maturity Date of December 31, 2025 to December 31, 2026.
On
December 29, 2025, the Company entered into an Extension to Promissory Note (the "7th Extension") with HNOGF, pursuant
to the terms set forth in the 7th Extension. The 7th Extension amends the Promissory Note issued on April 3, 2023,
extending the Maturity Date of December 31, 2025 to December 31, 2026.
On
December 29, 2025, the Company entered into an Extension to Promissory Note (the "8th Extension") with HNOGF, pursuant
to the terms set forth in the 8th Extension. The 8th Extension amends the Promissory Note issued on April 13, 2023,
extending the Maturity Date of December 31, 2025 to December 31, 2026.
On
December 29, 2025, the Company entered into an Extension to Promissory Note (the "9th Extension") with HNOGF, pursuant
to the terms set forth in the 9th Extension. The 9th Extension amends the Promissory Note issued on April 17, 2023,
extending the Maturity Date of December 31, 2025 to December 31, 2026.
The
foregoing descriptions of these second extensions is only a summary and does not purport to be complete and is qualified in its entirety
by reference to such documents. Copies of the extensions are filed as Exhibit 99.1, Exhibit 99.2, Exhibit 99.3, Exhibit 99.4, Exhibit
99.5, Exhibit 99.6, Exhibit 99.7, Exhibit 99.8 and Exhibit 99.9 to this Current Report on Form 8-K.
Item 9.01 Financial
Statements and Exhibits
| Exhibit No. |
|
Document |
| 99.1 |
|
Extension to Promissory Note, dated December 29, 2025 for Note Issued December 1, 2021, between HNO International, Inc. and HNO Green Fuels, Inc. |
| 99.2 |
|
Extension to Promissory Note, dated December 29, 2025 for Note Issued September 29, 2022, between HNO International, Inc. and HNO Green Fuels, Inc. |
| 99.3 |
|
Extension to Promissory Note, dated December 29, 2025 for Note Issued October 20, 2022, between HNO International, Inc. and HNO Green Fuels, Inc. |
| 99.4 |
|
Extension to Promissory Note, dated December 29, 2025 for Note Issued March 1, 2023, between HNO International, Inc. and HNO Green Fuels, Inc. |
| 99.5 |
|
Extension to Promissory Note, dated December 29, 2025 for Note Issued March 8, 2023, between HNO International, Inc. and HNO Green Fuels, Inc. |
| 99.6 |
|
Extension to Promissory Note, dated December 29, 2025 for Note Issued March 23, 2023, between HNO International, Inc. and HNO Green Fuels, Inc. |
| 99.7 |
|
Extension to Promissory Note, dated December 29, 2025 for Note Issued April 3, 2023, between HNO International, Inc. and HNO Green Fuels, Inc. |
| 99.8 |
|
Extension to Promissory Note, dated December 29, 2025 for Note Issued April 13, 2023, between HNO International, Inc. and HNO Green Fuels, Inc. |
| 99.9 |
|
Extension to Promissory Note, dated December 29, 2025 for Note Issued April 17, 2023, between HNO International, Inc. and HNO Green Fuels, Inc. |
| 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: January
5, 2026 |
By:
/s/ Donald Owens
Donald Owens
Chief Executive Officer
|