HNO International (NASDAQ: HNOI) files NT for late Form 10-Q

Rhea-AI Filing Summary

HNO International, Inc. could not timely file its Quarterly Report on Form 10-Q for the period ended January 31, 2026 due to a delay in obtaining and compiling information required for the report. The company notified the SEC on Form 12b-25 and stated it will file the Form 10-Q no later than the fifth calendar day following the prescribed due date. The notice is signed by Donald Owens, Chief Executive Officer, dated March 17, 2026.

	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):		o  Form 10-K o  Form 20-F o  Form 11-K  ý  Form 10-Q o  Form 10-D o  Form N-CEN o  Form N-CSR
		For Period Ended:	January 31, 2026
		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

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)

1

	(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 Quarterly Report on Form 10-Q for the period ended January 31, 2026 due to a delay in obtaining and compiling information required to be included in its Form 10-Q, 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-Q no later than the fifth 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).					☒ Yes ☐ 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?					☐ Yes ☒ 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.

2

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:	March 17, 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)

3

FAQ

Why did HNOI file a Form 12b-25?

HNOI filed a Form 12b-25 because it could not complete its Form 10-Q for the period ended January 31, 2026 due to delays in obtaining and compiling required information. The company invoked Rule 12b-25 and sought the allowed filing extension.

When will HNOI file the delayed Form 10-Q?

HNOI stated it will file the Form 10-Q no later than the fifth calendar day following the prescribed due date for the quarterly report. The Form 12b-25 explicitly commits to that five-day extension under Rule 12b-25(b).

Who signed the Form 12b-25 for HNOI?

The Form 12b-25 is signed by Donald Owens, Chief Executive Officer of HNO International, Inc., and is dated March 17, 2026. The filing lists a contact phone number of (951) 305-8872.

Does the Form 12b-25 indicate a material earnings change?

The Form 12b-25 does not state that a significant change in operating results is anticipated for the quarter; the filing includes a checkbox for that question and does not attach an explanatory estimate of results.