HNO International, Inc. filings document material agreements and capital-structure transactions for a Nevada corporation developing hydrogen-based energy technologies. Recent Form 8-K disclosures cover convertible promissory notes, common stock purchase warrants, an equity purchase agreement, promissory note extensions, and related placement-agent arrangements.
The company’s regulatory filings also record changes in its independent accountant, late-filing notifications on Form 12b-25, common-stock issuance mechanics, beneficial ownership limits, share reserve obligations, maturity dates, conversion terms, and going-concern language included in audit reporting. These documents provide formal disclosure around financing activity, reporting status, governance matters and risk-related accounting disclosures.
HNO International, Inc. reported another loss-making quarter as it continues to develop green hydrogen systems. For the three months ended April 30, 2026, revenue was $33,821, down from $43,708 a year earlier, all from facilitating hydrogen equipment deliveries where HNO acts as an agent.
Operating expenses fell sharply, driven by the absence of prior-year stock-based compensation, with general and administrative costs of $165,081 versus $314,323 in 2025. Net loss for the quarter narrowed to $400,825 from $470,066, and the six‑month net loss improved to $582,894 from $5,931,459.
Liquidity remains strained: cash was $145,670 at April 30, 2026, against a working capital deficit of $2,613,968 and an accumulated deficit of $52,633,084. The company discloses substantial doubt about its ability to continue as a going concern and is relying on related‑party funding, convertible notes with derivative features, a $30,000,000 equity purchase agreement, and a Regulation A offering to finance operations.
HNO International, Inc. director and CEO Donald W. Owens reported bona fide gifts of 10,000,000 shares of Common Stock. The transactions were recorded at a price of $0.00 per share, indicating non-market transfers. Following these gifts, he directly holds 18,950,000 Common Stock shares.
HNO International, Inc. notified the SEC that it could not timely file its Quarterly Report on Form 10-Q for the period ended April 30, 2026 and invoked Rule 12b-25 relief. The company states the delay was caused by time needed to obtain and compile required information and says it will file the Form 10-Q no later than the fifth calendar day following the prescribed due date.
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. director and CEO Donald W. Owens reported two bona fide gifts of Common Stock. On February 10, 2026, he made gift transfers of 200,000 shares and 400,000 shares, totaling 600,000 shares. Following these non-cash dispositions, Owens directly holds 28,950,000 shares of HNO International common stock.
HNO International, Inc. reported another early-stage quarter with no revenue for the three months ended January 31, 2026, and a net loss of $182,069, a sharp improvement from a $5,461,393 loss a year earlier when stock-based compensation was much higher.
Total assets were $1,389,564, including specialized hydrogen equipment of $1,257,972 net, against total liabilities of $3,086,637, resulting in a stockholders’ deficit of $1,697,073. Cash increased to $81,494, but the company still burned $125,531 in operating cash during the quarter.
Management highlights substantial doubt about the company’s ability to continue as a going concern due to recurring losses, a working capital deficit and lack of revenue. Operations remain heavily supported by related-party financing, including $1,375,000 in notes to HNO Green Fuels, Inc. and $1,218,385 of demand advances. Internal controls over financial reporting are described as not effective. The company continues to pursue equity offerings, convertible debt and cost reductions while developing green hydrogen production and refueling systems.
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.