[8-K] HNO International, Inc. Reports Material Event

Rhea-AI Filing Summary

HNO International, Inc. (HNOI) disclosed that its Board, after consulting management, concluded prior financial statements for the fiscal year ended October 31, 2024 and the interim periods ended January 31, 2025 and April 30, 2025 should no longer be relied upon due to errors in valuing service stock issuances and related stock-based compensation. The corrected valuation increases stock-based compensation expense by $1,108,368 for the fiscal year ended October 31, 2024 and by $4,827,055 for the quarter ended January 31, 2025, with the January adjustment carrying into the quarter ended April 30, 2025.

The company says these are non-cash adjustments that also increase additional paid-in capital and adjust accumulated deficit. HNOI intends to file Amendment No. 2 to its Annual Report for the fiscal year ended October 31, 2024 and Amendment No. 1 to its Quarterly Reports for the quarters ended January 31, 2025 and April 30, 2025, and management has discussed the matters with its independent registered public accounting firm.

Positive

• The Board and management disclosed the error publicly and plan to file required amendments to correct the records.
• Management consulted with the company’s independent registered public accounting firm, indicating engagement with external auditors.

Negative

• Prior financial statements were deemed not to be relied upon due to errors in valuation methodology for service stock issuances.
• Stock-based compensation expense was understated, increasing by $1,108,368 for FY2024 and by $4,827,055 for Q1 2025.
• The error carried forward into the subsequent quarter (April 30, 2025), indicating an impact across multiple reporting periods.

Insights

Financial Analyst

TL;DR: Restatement of prior periods for understated stock-based compensation increases expenses materially and requires amended filings.

The company identified a valuation methodology error that understated stock-based compensation, leading to aggregate non-cash expense increases of $1.108M for FY2024 and $4.827M for Q1 2025, with carryforward into Q2 2025. These adjustments affect equity accounts (additional paid-in capital) and accumulated deficit rather than current cash flows, but they are material enough to require amended SEC filings and call for auditor involvement. Investors should note this changes reported profitability in the affected periods and may require restated comparatives in future reporting.

Corporate Governance Expert

TL;DR: Governance process flagged accounting treatment issues and resulted in corrective disclosures and amended filings.

Board review and consultation with management and the independent auditor indicate appropriate escalation and remediation steps were taken after identifying the valuation error. Filing amendments and public disclosure align with compliance expectations. The situation raises questions about internal valuation controls and the methodology used for service stock issuances; the company may need to strengthen controls and documentation to prevent recurrence.

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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): September 12, 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.☐

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Item 4.02 Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review.

On September 12, 2025, the Board of Directors of HNO International, Inc. (the “Company”), following consultation with management, concluded that the Company’s previously issued financial statements for the fiscal year ended October 31, 2024, and for the interim periods ended January 31, 2025 and April 30, 2025, should no longer be relied upon due to errors in the valuation of service stock issuances and the related stock-based compensation expense.

The Company determined that the valuation methodology applied in the original filings understated stock-based compensation expense. The revised valuation increased stock-based compensation expense by $1,108,368 for the fiscal year ended October 31, 2024, and by $4,827,055 for the quarter ended January 31, 2025. The January 31, 2025 adjustment carried forward into the subsequent quarter ended April 30, 2025. These non-cash adjustments resulted in corresponding increases to additional paid-in capital and adjustments to accumulated deficit.

The Company intends to file Amendment No. 2 to its Annual Report on Form 10-K for the fiscal year ended October 31, 2024, and Amendment No. 1 to its Quarterly Reports on Form 10-Q for the quarters ended January 31, 2025 and April 30, 2025, to correct these errors and update related disclosures.

The Company’s management has discussed these matters with its independent registered public accounting firm.

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 19, 2025	By: /s/ Donald Owens Donald Owens Chief Executive Officer

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FAQ

What did HNOI disclose about its financial statements?

HNOI disclosed that prior financial statements for fiscal year ended October 31, 2024 and interim periods ended January 31, 2025 and April 30, 2025 should no longer be relied upon due to valuation errors for service stock issuances.

How much did HNOI increase stock-based compensation expense by?

The company increased stock-based compensation expense by $1,108,368 for the fiscal year ended October 31, 2024 and by $4,827,055 for the quarter ended January 31, 2025.

Will HNOI amend its SEC filings?

Yes. HNOI intends to file Amendment No. 2 to its Annual Report for the fiscal year ended October 31, 2024 and Amendment No. 1 to its Quarterly Reports for the quarters ended January 31, 2025 and April 30, 2025.

Did HNOI involve its auditors in the matter?

Yes. The company’s management has discussed these matters with its independent registered public accounting firm.

Are the adjustments cash or non-cash?

The disclosure states these are non-cash adjustments that also increased additional paid-in capital and adjusted accumulated deficit.