HNO International (HNOI) delays annual 10-K but sees no big results change

Rhea-AI Filing Summary

HNO International, Inc. filed a notification that its Annual Report on Form 10-K for the year ended October 31, 2025 will be late. The company cites a delay in obtaining and compiling information for the Form 10-K that could not be resolved without unreasonable effort and expense.

HNO International states it will file the Form 10-K no later than the fifteenth calendar day after the original due date, as permitted under Rule 12b-25. The company also indicates all other required periodic reports over the past 12 months have been filed and that it does not expect any significant change in results of operations compared with the prior fiscal year.

Insights

Equity disclosure analyst

HNOI discloses a routine 10-K filing delay without signaling operational issues.

HNO International, Inc. has notified investors that its Form 10-K for the year ended October 31, 2025 will be filed late under Rule 12b-25, due to delays in obtaining and compiling required information. This represents a timing and administrative issue rather than a disclosed business event.

The company affirms that all other required periodic reports over the past 12 months have been filed and explicitly states it does not anticipate a significant change in results of operations from the prior fiscal year. This language suggests the upcoming 10-K is expected to be broadly in line with last year’s operating performance, with the key uncertainty limited to the exact filing date within the allowed fifteen-day extension window.

	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549  FORM 12b-25 NOTIFICATION OF LATE FILING	OMB APPROVAL
		OMB Number: 3235-0058
		Expires: September 30, 2028
		Estimated average burden hours per response ... 2.50
		SEC FILE NUMBER 000-56568  CUSIP NUMBER 404729 105

(Check one):		ý  Form 10-K o  Form 20-F o  Form 11-K  o  Form 10-Q o  Form 10-D o  Form N-CEN o  Form N-CSR
		For Period Ended:	October 31, 2025
		o   Transition Report on Form 10-K
		o   Transition Report on Form 20-F
		o   Transition Report on Form 11-K
		o   Transition Report on Form 10-Q
		For the Transition Period Ended: _______________

Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:

PART I — REGISTRANT INFORMATION

HNO INTERNATIONAL, INC.

______________________________________________________________________________________________

Full Name of Registrant

_____________________________________________________________________________________________

Former Name if Applicable

41558 Eastman Drive, Suite B

_______________________________________________________________________________________________

Address of Principal Executive Office (Street and Number)

Murrieta, CA 92562

_______________________________________________________________________________________________

City, State and Zip Code 

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PART II — RULES 12b-25(b) AND (c)

If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)

	(a)	The reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;
ý	(b)	The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-CEN or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q, or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and
	(c)	The accountant's statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.

PART III — NARRATIVE

State below in reasonable detail the reasons why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-CEN, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.

The Registrant could not complete the filing of its Annual Report on Form 10-K for the year ended October 31, 2025 due to a delay in obtaining and compiling information required to be included in its Form 10-K, which delay could not be eliminated by the Registrant without unreasonable effort and expense. In accordance with Rule 12b-25 of the Securities Exchange Act of 1934, the Registrant will file its Form 10-K no later than the fifteenth calendar day following the prescribed due date.

PART IV — OTHER INFORMATION

(1)	Name and telephone number of person to contact in regard to this notification
	Donald Owens		(951)		305-8872
	(Name)		(Area Code)		(Telephone Number)
(2)	Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If answer is no, identify report(s).					x Yes o No
(3)	Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof?					o Yes x No
	If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.

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HNO INTERNATIONAL, INC.

(Name of Registrant as Specified in Charter)

has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.

Date:	January 29, 2026	By:	/s/ Donald Owens
			Name: Donald Owens
			Title: Chief Executive Officer

Instruction: The form may be signed by an executive officer of the registrant or by any other duly authorized representative. The name and title of the person signing the form shall be typed or printed beneath the signature. If the statement is signed on behalf of the registrant by an authorized representative (other than an executive officer), evidence of the representative's authority to sign on behalf of the registrant shall be filed with the form.

ATTENTION

Intentional misstatements or omissions of fact constitute Federal criminal violations. (See 18 U.S.C. 1001)

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FAQ

Why did HNO International (HNOI) file an NT 10-K?

HNO International filed an NT 10-K because it could not complete its Annual Report for the year ended October 31, 2025 on time. The company cites a delay in obtaining and compiling information required for the Form 10-K, which it says could not be resolved without unreasonable effort and expense.

When does HNO International expect to file its delayed Form 10-K?

HNO International states it will file its Form 10-K no later than the fifteenth calendar day after the original due date. This timing is consistent with the extension permitted under SEC Rule 12b-25 for late annual reports when specific conditions are met and properly disclosed.

Does HNO International (HNOI) expect major changes in results in the upcoming 10-K?

HNO International indicates it does not anticipate any significant change in results of operations from the corresponding period of the last fiscal year. This statement suggests the upcoming earnings figures in the Form 10-K are expected to be broadly comparable to the prior year’s results.

Has HNO International been current with other SEC filings over the past year?

HNO International confirms that all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act during the preceding 12 months have been filed. This suggests the late Form 10-K is an isolated timing issue rather than part of a broader filing backlog.

What rule allows HNO International to extend its Form 10-K deadline?

HNO International is relying on Rule 12b-25 under the Securities Exchange Act of 1934. This rule permits a company to extend the filing deadline for its Form 10-K by up to fifteen calendar days when delays occur that cannot be eliminated without unreasonable effort or expense, if properly disclosed.

Who signed HNO International’s NT 10-K notification?

The NT 10-K notification was signed on behalf of HNO International by Donald Owens, the company’s Chief Executive Officer. His signature indicates that an executive officer has authorized the disclosure explaining the late filing and the company’s plan to submit the Form 10-K within the permitted extension period.