HNO International (HNOI) secures $30M equity line with Lambda Ventures
Rhea-AI Filing Summary
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.
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Insights
HNO secures a $30M equity line that offers flexible funding but introduces dilution risk via discounted share issuance.
HNO International arranged an Equity Purchase Agreement with Lambda Ventures for up to $30,000,000 of common stock over twenty-four months. Funding is drawn at the company’s discretion through put notices, giving management flexibility to time capital raises as needed.
The purchase formula uses 80% of the lowest traded price during defined periods, so new shares are issued at a 20% discount, increasing potential dilution for existing holders if the line is heavily used. The company is also issuing 500,000 Initial Commitment Shares plus additional commitment shares after each $2,500,000 of proceeds, further expanding the share count.
A Registration Rights Agreement requires filing a resale registration statement within 30 days and obtaining effectiveness within 90 days, enabling Lambda to resell shares issued under the facility. The structure is common for small-cap issuers and shifts actual impact to how often management taps the line and at what prices.
8-K Event Classification
Key Figures
Key Terms
Equity Purchase Agreement financial
Registration Rights Agreement financial
Average Daily Trading Value financial
Section 4(a)(2) of the Securities Act regulatory
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Item 1.01 Entry into a Material Definitive Agreement
On April 27, 2026, HNO International Inc., a Nevada corporation (the “Company”), entered into an Equity Purchase Agreement (the “Purchase Agreement”) with Lambda Ventures LLC, a Nevada limited liability company (the “Investor”). Pursuant to the Purchase Agreement, the Company has the right, but not the obligation, to direct the Investor to purchase up to Thirty Million Dollars ($30,000,000) of the Company’s common stock, $0.001 par value per share (the “Common Stock”), over a period of up to twenty-four (24) months, subject to the terms and conditions set forth in the Purchase Agreement.
Under the Purchase Agreement, from time to time during the commitment period, the Company may deliver put notices to the Investor requiring the Investor to purchase shares of Common Stock, subject to certain conditions. Each put must be in a minimum amount of $25,000 and a maximum amount up to the lesser of (i) $500,000 or (ii) 200% of the Average Daily Trading Value, each calculated using the Initial Purchase Price. The purchase price per share will be the lesser of (i) 80% of the lowest traded price of the Common Stock on the principal trading market on the trading day immediately preceding the respective put date, or (ii) 80% of the lowest traded price of the Common Stock on the principal trading market on any trading day during the applicable valuation period.
As consideration for the Investor’s commitment to enter into the Purchase Agreement, the Company agreed to issue to the Investor 500,000 shares of Common Stock as initial commitment shares (the “Initial Commitment Shares”), which are earned in full upon execution of the Purchase Agreement. In addition, each time aggregate gross proceeds received by the Company under the Purchase Agreement increase by $2,500,000 (each, a "Trigger Event"), the Company will issue additional shares of Common Stock to the Investor as a commitment fee (the "Fulfillment Commitment Shares" and, together with the Initial Commitment Shares, the "Commitment Shares"). If the Maximum Commitment Amount is fully drawn, a total of twelve (12) Trigger Events will have occurred. The Company also agreed to pay $10,000 to the Investor’s legal counsel for expenses relating to the preparation of the Purchase Agreement.
In connection with the Purchase Agreement, on April 27, 2026, the Company also entered into a Registration Rights Agreement (the “Registration Rights Agreement”) with the Investor, pursuant to which the Company agreed to file a registration statement with the Securities and Exchange Commission within thirty (30) calendar days from the date of the Registration Rights Agreement, covering the resale of the shares of Common Stock issuable under the Purchase Agreement, including the Initial Commitment Shares and Fulfillment Commitment. The Company is required to have the registration statement declared effective within ninety (90) calendar days from the date of the Registration Rights Agreement.
The foregoing descriptions of the Purchase Agreement and the Registration Rights Agreement do not purport to be complete and are qualified in their entirety by reference to the full text of the Purchase Agreement and the Registration Rights Agreement, copies of which are attached hereto as Exhibits 10.1 and 10.2, respectively, and are incorporated herein by reference.
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Item 3.02. Unregistered Sales of Equity Securities.
The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.
The issuance of the Initial Commitment Shares to the Investor is exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to Section 4(a)(2) of the Securities Act, as the Investor is a sophisticated investor and is familiar with the Company’s operations. No general solicitation or advertising was used in connection with the transaction.
Item 9.01 Financial Statements and Exhibits
| Exhibit No. | Document | |
| 10.1 | Equity Purchase Agreement, dated April 27, 2026, by and between HNO International Inc. and Lambda Ventures LLC. | |
| 10.2 | Registration Rights Agreement, dated April 27, 2026, by and between HNO International Inc. and Lambda Ventures 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)
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| Date: May 1, 2026 | By:
/s/ Donald Owens Chief Executive Officer
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