How is the share purchase price determined under HNO International’s (HNOI) equity facility?

The share price is set at the lesser of 80% of the lowest traded price on the trading day before each put, or 80% of the lowest traded price during the applicable valuation period. This effectively prices new shares at a 20% discount to recent market levels.

HNO International inks $30M equity purchase deal

Q: How large is the equity line HNO International (HNOI) secured and over what period?

The equity line allows HNO International to sell up to $30,000,000 of common stock to Lambda Ventures over a period of up to twenty-four months. This commitment is subject to the detailed conditions and pricing mechanics outlined in the Equity Purchase Agreement.

Q: What are HNO International’s (HNOI) minimum and maximum put sizes under the agreement?

Each put notice must be at least $25,000 and no more than the lesser of $500,000 or 200% of the Average Daily Trading Value. These constraints are designed to tie draw sizes to the stock’s trading liquidity and limit individual capital raises.

Q: What commitment shares will Lambda Ventures receive from HNO International (HNOI)?

Lambda Ventures receives 500,000 Initial Commitment Shares earned at signing, plus additional Fulfillment Commitment Shares each time aggregate proceeds increase by $2,500,000. If the full $30,000,000 is drawn, twelve such trigger events and corresponding additional share issuances will occur.

Q: Was the issuance of HNO International’s (HNOI) initial commitment shares registered with the SEC?

The initial 500,000 commitment shares issued to Lambda Ventures are unregistered and rely on the private offering exemption in Section 4(a)(2) of the Securities Act. The company states Lambda is a sophisticated investor and no general solicitation or advertising was used.

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.

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)How Sentiment works

Sentiment and the balance of points

Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.

How Sentiment works How the balance works

Form Type

8-K

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.

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

3 items: 1.01, 3.02, 9.01

3 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 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

Equity line capacity: $30,000,000 Commitment term: 24 months Put size range: $25,000–$500,000 +5 more

8 metrics

Equity line capacity $30,000,000 Maximum common stock purchase commitment under Equity Purchase Agreement

Commitment term 24 months Period during which HNO can issue put notices

Put size range $25,000–$500,000 Minimum and maximum put amount, capped also by 200% of ADTV

Purchase price discount 80% of lowest traded price Share purchase price vs lowest traded price in defined periods

Initial commitment shares 500,000 shares Earned in full upon execution of Purchase Agreement

Trigger event size $2,500,000 Increment of aggregate proceeds for each Fulfillment Commitment Share grant

Maximum trigger events 12 events If Maximum Commitment Amount is fully drawn

Legal fee reimbursement $10,000 Payment to Investor’s counsel for preparation of agreements

Key Terms

Equity Purchase Agreement, Registration Rights Agreement, Initial Commitment Shares, Fulfillment Commitment Shares, +2 more

6 terms

Equity Purchase Agreement financial

"entered into an Equity Purchase Agreement (the “Purchase Agreement”) with Lambda"

An equity purchase agreement is a legal contract that sets the terms for buying ownership shares in a company, including the number of shares, price, and any conditions that must be met before the sale closes. For investors it matters because it determines how much ownership and control they gain, how the company’s value and share count change, and what protections or obligations each side has—think of it as the detailed bill of sale and ground rules for a stock purchase.

Registration Rights Agreement financial

"also entered into a Registration Rights Agreement (the “Registration Rights Agreement”)"

A registration rights agreement is a contract that gives investors the option to have their ownership stakes officially registered with the government, making it easier to sell their shares later. This agreement matters because it provides investors with a clearer path to cash out their investments if they choose, offering more liquidity and confidence in their ability to sell their holdings when desired.

Initial Commitment Shares financial

"issue to the Investor 500,000 shares of Common Stock as initial commitment shares"

Fulfillment Commitment Shares financial

"issue additional shares of Common Stock to the Investor as a commitment fee (the "Fulfillment Commitment Shares")"

Average Daily Trading Value financial

"maximum amount up to the lesser of (i) $500,000 or (ii) 200% of the Average Daily Trading Value"

Section 4(a)(2) of the Securities Act regulatory

"exempt from registration under the Securities Act of 1933 ... pursuant to Section 4(a)(2)"

A legal exemption that allows a company to sell securities directly to a limited group of buyers without registering the offering with the Securities and Exchange Commission. Think of it like a private sale among known parties rather than a public auction: it can speed fundraising and reduce disclosure requirements, but it also means less public information, lower liquidity and resale restrictions—factors investors should consider when weighing risk and exit options.

FAQ

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

What financing arrangement did HNO International (HNOI) announce with Lambda Ventures?

HNO International entered a flexible Equity Purchase Agreement with Lambda Ventures, allowing sales of up to $30,000,000 in common stock over twenty-four months. The company can issue put notices from time to time, giving it discretion over when to raise capital within the agreed limits.

How large is the equity line HNO International (HNOI) secured and over what period?

The equity line allows HNO International to sell up to $30,000,000 of common stock to Lambda Ventures over a period of up to twenty-four months. This commitment is subject to the detailed conditions and pricing mechanics outlined in the Equity Purchase Agreement.

What are HNO International’s (HNOI) minimum and maximum put sizes under the agreement?

Each put notice must be at least $25,000 and no more than the lesser of $500,000 or 200% of the Average Daily Trading Value. These constraints are designed to tie draw sizes to the stock’s trading liquidity and limit individual capital raises.

What commitment shares will Lambda Ventures receive from HNO International (HNOI)?

Lambda Ventures receives 500,000 Initial Commitment Shares earned at signing, plus additional Fulfillment Commitment Shares each time aggregate proceeds increase by $2,500,000. If the full $30,000,000 is drawn, twelve such trigger events and corresponding additional share issuances will occur.

What are the registration obligations tied to HNO International’s (HNOI) equity line?

HNO International agreed in a Registration Rights Agreement to file a registration statement within 30 days covering resale of shares issued under the facility, including commitment shares. The company must also have this registration statement declared effective within 90 days from the agreement date.

Was the issuance of HNO International’s (HNOI) initial commitment shares registered with the SEC?

The initial 500,000 commitment shares issued to Lambda Ventures are unregistered and rely on the private offering exemption in Section 4(a)(2) of the Securities Act. The company states Lambda is a sophisticated investor and no general solicitation or advertising was used.

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

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Accepted by SEC EDGAR 05/01/2026 - 05:25 PM EDT

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): April 27, 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 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.

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)

Date: May 1, 2026

By: /s/ Donald Owens
Donald Owens

Chief Executive Officer