8-K - HNO International, Inc. | StockGist

AI Analysis

AI-generated analysis. Always verify with the original filing.

On March 12, 2026, HNO International, Inc. entered into a Securities Purchase Agreement with CFI Capital LLC, issuing a Convertible Redeemable Promissory Note with $150,000 principal amount, $12,000 original issue discount, and net proceeds of approximately $133,000. The note bears 8% interest, matures March 12, 2027, and is convertible into common stock at a 60% discount to recent trading prices, with share reservation and ownership limits.

Key Takeaways

1Issued Convertible Redeemable Promissory Note with $150,000 principal and $12,000 OID for $138,000 purchase price, net $133,000 after $5,000 legal fees

2Maturity date March 12, 2027; 8% per annum interest from Issue Date

3Conversions begin six-month anniversary at 60% of lowest trading price over prior 20 trading days (50% if DTC Chill, 45% on default)

44.99% beneficial ownership cap (increasable to 9.99% with 61 days' notice)

5Reserved 7,861,635 shares of common stock, to maintain five times full conversion amount

6Most-favored-nation provision for better terms if issued to others

Current Report Details

Event Type

Material Agreement

Financing

Disclosure

Mandatory

Variant

8-K

Items Reported

1.01

Entry into a Material Definitive Agreement On March 12, 2026, HNO International, Inc. (the " Company "), entered into a Securities Purchase Agreement (the " Sec

Material Agreement

$150.0K$12.0K$138.0K$5.0K

2.03

. Item 3.02. Unregistered Sales of Equity Securities. The disclosure provided above in Item 1.01 above is incorporated by reference into this Item 3.02. 2 Item

Financing

Transaction Details

Material Agreement

Agreement: Securities Purchase Agreement
Parties: HNO International, Inc., CFI Capital LLC

•Issued Convertible Redeemable Promissory Note in aggregate principal amount of $150,000 with $12,000 original issue discount resulting in purchase price of $138,000
•Buyer may deduct $5,000 for legal fees from proceeds at funding resulting in net proceeds of approximately $133,000
•Note maturity date of March 12, 2027 and bears interest at 8% per annum from Issue Date
•Beginning on six-month anniversary of Issue Date outstanding principal and accrued interest convertible into common stock at 60% of lowest trading price for 20 trading days prior to conversion (adjustments to 50% if DTC Chill in effect and 45% upon Event of Default)
•Conversions limited by 4.99% beneficial ownership cap (increasable to 9.9% upon 61 days' prior notice)
•Company irrevocably reserves 7,861,635 shares of common stock for conversions and agrees to maintain reservation equal to five times amount necessary for full conversion
•Most-favored-nation provision permitting Holder to elect more favorable terms if Company issues securities with better conversion discounts lookback periods interest rates original issue discounts or prepayment rates

Debt / Financing

Instrument: Convertible Redeemable Promissory Note
Principal: 150000
Rate: 8% per annum
Maturity: 2027-03-12

Exhibits (1)

8-K

FORM 8-K