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. 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. (HNOI) filed its annual report describing a small, early‑stage green hydrogen business with significant losses and funding needs. The company develops solar/hydrogen micro‑grids, compact hydrogen refueling stations, scalable hydrogen production platforms, and hydrogen engine‑cleaning equipment.
For the year ended October 31, 2025, HNOI generated revenue of $65,561, up from $4,241 in 2024, mainly from facilitating delivery of hydrogen equipment and integration support. The company recorded a net loss of $6,615,496, compared with a $3,338,590 loss in 2024, driven largely by $5,333,937 of stock‑based compensation and other operating expenses.
Cash was $9,525 as of October 31, 2025, and auditors highlighted substantial doubt about HNOI’s ability to continue as a going concern due to recurring losses and an accumulated deficit of $52,050,190. HNOI is building a hydrogen production facility in Katy, Texas, designed for up to 1,000 kilograms per day and estimates potential revenue of about $2,555,000 over 12 months at full utilization once commercial operations begin, which it currently targets for early 2026. The company operates from a 5,000 square foot facility in Murrieta, California, has leased but not yet occupied the Katy facility, and had two full‑time employees at year‑end. Its common stock trades on the OTC Markets Pink Sheets, with 101,821,989 shares outstanding as of February 5, 2026, no dividends, and extensive risk disclosures around going concern, competition, regulation, and substantial potential dilution from future equity raises.
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.
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 CEO Donald W. Owens reported a disposition of 450,000 shares of common stock on 11/26/2025. The transaction was recorded with transaction code "G" at a reported price of $0.00 per share. After this change, Owens beneficially owned 29,550,000 shares of HNO International common stock in direct ownership. He is identified as a director, a 10% owner, and an officer of the company, serving as CEO, President, and Secretary.
HNO International, Inc. (HNOI) reported interim 10-Q information showing a small asset base and substantial related-party support while recording material equity transactions and restatements. The balance sheet shows property and equipment, net of $1,399,793 and operating lease liabilities totaling $80,668 (current $59,966; non‑current $20,702). Current liabilities include accounts payable $407,737, accrued interest payable $49,414 and advances from related parties $1,091,585. The company recorded a $60,000 convertible note at fair value and significant stock transactions during the period, including Regulation D/A sales raising cash (examples: $527,500 and $394,000) and stock issued for services (e.g., stock‑based compensation of $5,092,557 and $241,380). The filing discloses a going concern statement and management plans to raise additional capital. Several prior-period adjustments and cancellations of preferred/common shares and a termination of a patent agreement are disclosed.
HNO International, Inc. filed Amendment No.1 to its quarterly report to correct the valuation applied to service stock issuances. The revised stock price valuation increased stock-based compensation expense by $4,827,055 for the six months ended April 30, 2025; this non-cash adjustment increased additional paid-in capital and adjusted accumulated deficit.
The restatement also reflects cancellation of 5,000,000 Series A preferred shares, recognition of stock issuances including 16,125,000 common shares valued at $5,092,557 for services, and a convertible note issued for legal services recorded at fair value of $59,985 (resulting in a $14,985 loss). The Company reports material related-party advances (current advances of $1,319,585) and states it has not generated sufficient operating cash flow and will need to raise additional funds to continue operations. Subsequent to period end, the Company issued 3,700,000 common shares for $185,000 for working capital.
HNO International, Inc. filed Amendment No.1 to its Quarterly Report for the quarter ended January 31, 2025, to correct the valuation applied to service stock issuances. The correction increased stock-based compensation expense by $4,827,055, a non-cash adjustment that also increased additional paid-in capital and adjusted accumulated deficit.
The amendment restates notes to the financial statements and MD&A only; no other changes were made to the originally filed report. The filing discloses extensive equity activity, including issuance and cancellation of preferred and common shares, and detailed related-party notes and settlements. The company also reiterates a going concern disclosure, stating it has not generated sufficient operating cash and will need additional financing or other arrangements to continue operations.