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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):
May 5, 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
May 5, 2026, HNO International, Inc. (the "Company") entered into a Securities Purchase Agreement (the "MSC Purchase Agreement")
with Monroe Street Capital Partners, LP, a Delaware limited partnership (the "MSC Buyer"),
pursuant to which the Company issued to the MSC Buyer a Convertible Promissory Note in the principal amount of $67,500 (the "MSC
Note") and a Common Stock Purchase Warrant to purchase up to 385,000 shares of the Company's common stock (the "MSC Warrant"), in
exchange for gross proceeds of $62,500. The MSC Buyer withheld $3,000 from the proceeds at funding to cover the MSC Buyer's legal
fees in connection with the transactions contemplated by the MSC Purchase Agreement, and withheld an additional $1,875 from the
proceeds at funding to cover fees payable to Craft Capital Management LLC (CRD#: 171350), a registered broker-dealer acting as
placement agent in connection with the transactions contemplated by the MSC Purchase Agreement, resulting in net proceeds to the
Company of approximately $57,625.
Convertible
Promissory Note
The
MSC Note has a principal amount of $67,500, which includes an original issue discount of $5,000. The MSC Note bears a one-time interest
charge of 8% on the principal amount (equal to $5,400), which is guaranteed and earned in full as of the issue date. The MSC Note matures
on May 5, 2027, twelve (12) months from the issue date.
The
MSC Note is convertible, at the option of the MSC Buyer, at any time on or following the issue date, into shares of the Company's common
stock, par value $0.001 per share (the "Common Stock"), at a conversion price equal to 60% of the lowest traded price of the Common Stock
on the principal trading market during the twenty (20) trading days prior to the applicable conversion date, subject to adjustment as
set forth in the MSC Note. The MSC Buyer is entitled to deduct $1,750 from the conversion amount in each notice of conversion to cover
the MSC Buyer's conversion-related fees. The MSC Buyer's right to convert the MSC Note is subject to a 4.99% beneficial ownership limitation.
Upon an event of default, the
MSC Note shall become immediately due and payable at an amount equal to 150% of outstanding principal and accrued interest through the
date of repayment, plus costs of collection, all without demand or notice. Default interest shall accrue at the lesser of 18% per annum
or the maximum rate permitted by law. The MSC Buyer retains the right to convert all or any portion of the MSC Note, including any default
amount, into shares of Common Stock at any time, including after the maturity date. Events of default include, among others, failure to
pay principal or interest when due, failure to timely deliver shares of Common Stock upon conversion, breach of representations, warranties,
or covenants under the MSC Purchase Agreement, the Company's failure to maintain the required share reserve, cross-default with other
Company indebtedness after expiration of applicable cure periods, consummation of a Variable Rate Transaction, failure to maintain a minimum
market capitalization of $3,000,000 on any Trading Day, and failure to comply with the reporting requirements of the Securities Exchange
Act of 1934, as amended.
Common
Stock Purchase Warrant
In
connection with the MSC Purchase Agreement, the Company issued to the MSC Buyer a Common Stock Purchase Warrant to purchase up to
385,000 shares of Common Stock at an exercise price of $0.25 per share. The MSC Warrant is exercisable at any time commencing on May
5, 2026 and expires on May 5, 2031, five (5) years from the issuance date. The MSC Warrant may be exercised on a cashless basis when
the market price of one share of Common Stock exceeds the exercise price and no effective registration statement covers the MSC
Buyer's resale of all Warrant Shares at prevailing market prices. The MSC Buyer's right to exercise the MSC Warrant is subject to a
4.99% beneficial ownership limitation.
Share
Reservation
In
connection with the foregoing, the Company entered into an Irrevocable Transfer Agent Instruction Letter and Memorandum of Understanding
with Pacific Stock Transfer Company, the Company's transfer agent (collectively, the "Transfer Agent Instructions"), pursuant
to which the Company has irrevocably reserved 20,000,000 shares of Common Stock for issuance upon conversion of the MSC Note and exercise
of the MSC Warrant. The MSC Note requires a minimum reserve of the greater of 20,000,000 shares or four times the number of shares issuable
upon full conversion at the then-applicable conversion price. The MSC Buyer has the right to increase the share reservation at any time
without the Company's consent.
The
securities described herein were issued in reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities
Act of 1933, as amended, and Rule 506(b) of Regulation D promulgated thereunder. The MSC Buyer represented that it is an "accredited
investor" as defined in Rule 501(a) of Regulation D.
The
MSC Purchase Agreement prohibits the Company from entering into any Variable Rate Transaction while the MSC Note remains outstanding,
restricts the Company from issuing any shares of Common Stock or Common Stock Equivalents for 30 calendar days following the date of
the MSC Purchase Agreement, and grants the MSC Buyer participation rights in any future Company offering of debt or equity securities until the later of (i) 18 months
from the date of the MSC Purchase Agreement or (ii) the date the MSC Note is extinguished in its entirety.
The
foregoing description of the MSC Note, the MSC Warrant and the MSC Purchase Agreement does not purport to be complete and is
qualified in its entirety by reference to the full text of such agreements, copies of which are filed as Exhibits 4.1, 4.2, and
10.1, 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 |
|
Promissory Note, dated May 5, 2026, by and between HNO International, Inc. and
Monroe Street Capital Partners, LP |
| 4.2 |
|
Common Stock Purchase Warrant, dated May 5, 2026, by and between HNO
International, Inc. and Monroe Street Capital Partners, LP |
| 10.1 |
|
Securities Purchase Agreement, dated May 5, 2026, by and between
HNO International, Inc. and Monroe Street Capital Partners, LP |
| 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: May
8, 2026 |
By:
/s/ Donald Owens
Donald Owens
Chief Executive Officer
|
