Every 8-K that HNO INTERNATIONAL INC (HNOI) has filed with the SEC in the last 24 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.
A 8-K covers material events a company has to report between its quarterly reports, so if you follow HNOI and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full HNOI filings page.
HNO International, Inc. (HNOI) entered into a financing on September 4, 2026 by issuing a Convertible Redeemable Note with a principal amount of $210,000 to CFI Capital LLC under a Securities Purchase Agreement. The note carries a $21,000 original issue discount, resulting in a purchase price of $189,000, bears 6% annual interest, and matures on September 4, 2027.
After six months, principal and interest may be converted into common stock at 60% of the lowest trading price over the 20 trading days before conversion, with deeper discounts to 50% if a DTC "Chill" is in effect and 45% upon an Event of Default. Conversions are limited by a 4.99% beneficial ownership cap, which may be increased to 9.9% with 60 days' notice. HNO International agreed to reserve 49,295,775 shares of common stock for conversions and to maintain a share reservation equal to five times the amount needed for full conversion. The note also includes a most-favored-nation provision that allows the holder to adopt more favorable financing terms the company may later grant to other investors.
HNO International, Inc. entered into two separate financing transactions with Monroe Street Capital Partners, LP and Lambda Ventures, LLC, each involving a $67,500 Convertible Promissory Note and a warrant to purchase up to 385,000 common shares. Each investor provided gross proceeds of $62,500, with approximately $57,625 received by the company after legal and placement agent fees in each case.
The notes include a $5,000 original issue discount and a one-time 8% interest charge (about $5,400), mature on May 5, 2027, and are convertible at the holders’ option at 60% of the lowest traded price over the prior 20 trading days, subject to a 4.99% beneficial ownership cap. On default, they become due at 150% of outstanding principal and interest, with up to 18% default interest. The five-year warrants have a $0.25 exercise price and may be exercised on a cashless basis, also subject to a 4.99% cap. For each transaction, 20,000,000 shares are reserved with the transfer agent for potential conversions and exercises, and the purchase agreements restrict variable rate transactions, limit new equity issuances for 30 days, and grant participation rights in future offerings for at least 18 months or until each note is extinguished. This amendment adds the Lambda Ventures transaction that was inadvertently omitted from an earlier report, without changing the Monroe Street Capital terms.
HNO International, Inc. entered into a financing deal with Monroe Street Capital Partners through a Securities Purchase Agreement. The company issued a $67,500 Convertible Promissory Note and a warrant for up to 385,000 common shares, receiving gross proceeds of $62,500 and net proceeds of about $57,625 after fees. The note carries a one-time 8% interest charge, matures on May 5, 2027, and can be converted at the investor’s option at 60% of the lowest traded price over the prior 20 trading days, subject to a 4.99% beneficial ownership cap. The warrant is exercisable at $0.25 per share until May 5, 2031. The company reserved 20,000,000 shares of common stock with its transfer agent for possible issuance under this note and warrant and agreed to various restrictions on future variable-rate and equity issuances.
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.
HNO International, Inc. entered two financing agreements with Jefferson Street Capital and Lambda Ventures, each involving a $96,250 Convertible Promissory Note and a warrant for up to 385,000 common shares in return for gross proceeds of $87,500 per investor.
Each note includes an 8% one-time interest charge, a one-year maturity, and a conversion price set at 60% of the lowest traded price over the prior 20 trading days, subject to a 4.99% beneficial ownership cap. The company also issued warrants at a $0.25 exercise price and reserved 13,000,000 shares of common stock with its transfer agent for each transaction.
HNO International, Inc. has changed its independent accounting firm. On April 13, 2026, the company dismissed Barton CPA, PLLC as its independent accountant. Barton’s audit reports for the fiscal years ended October 31, 2025 and 2024 included an explanatory paragraph about substantial doubt regarding the company’s ability to continue as a going concern, but no adverse opinions or disclaimers.
On April 10, 2026, the board approved the engagement of Green Growth CPAs as the new independent registered public accounting firm to audit annual financial statements and review interim results. The company states there were no disagreements with Barton on accounting, disclosure, or audit matters, and no reportable events or disagreements in consultations with Green Growth CPAs.
HNO International, Inc. entered into a Securities Purchase Agreement with CFI Capital LLC and issued a $150,000 convertible redeemable promissory note carrying a $12,000 original issue discount for a purchase price of $138,000. After a $5,000 legal fee deduction, the Company expects net proceeds of about $133,000.
The note matures on March 12, 2027 and bears 8% annual interest. Starting six months after issuance, principal and interest may be converted into common stock at 60% of the lowest trading price over the prior 20 trading days, with deeper discounts if a DTC chill occurs or upon an event of default. Conversions are limited by a 4.99% beneficial ownership cap, which can increase to 9.9% with 61 days’ notice.
The Company agreed to irrevocably reserve 7,861,635 common shares for potential conversions and to maintain a reservation equal to five times the amount needed for full conversion. The note also includes a most-favored-nation provision, allowing the holder to adopt more favorable terms granted in future financings.
HNO International, Inc. reported that on December 29, 2025 it entered into nine separate extensions of existing promissory notes with its affiliate HNO Green Fuels, Inc., all documented as Extension to Promissory Note agreements. Each extension amends a note originally issued between December 1, 2021 and April 17, 2023, and in every case the maturity date is pushed back from December 31, 2025 to December 31, 2026. The company has filed each extension as an exhibit to the report, indicating these related-party debt arrangements will now come due one year later than previously scheduled.
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.