HNOI · HNO International, Inc.

HNO International entered into two nearly identical financing transactions on April 7 and 9, 2026, issuing convertible promissory notes with $96,250 principal each (including $8,750 OID) and one-time 8% interest of $7,700, maturing in 12 months. These notes offer aggressive conversion terms at a 60% discount to recent trading prices, enabling holders Jefferson Street Capital, LLC and Lambda Ventures, LLC to convert into common stock subject to a 4.99% ownership cap, with deductions for fees. Accompanying warrants for 385,000 shares at $0.25 provide additional equity upside over five years, also capped at 4.99%. Net proceeds of ~$82,250 per deal followed deductions for legal and placement agent fees to Craft Capital Management. The company reserved 13 million shares per transaction with its transfer agent, Pacific Stock Transfer, exceeding minimum requirements. Key restrictions include bans on variable rate transactions, 30-day share issuance locks, and 18-month participation rights for the JSC investor. Defaults trigger 150% penalties and 18% interest, with broad triggers like market cap shortfalls or reporting failures. Issued under Reg D Rule 506(b) to accredited investors, these deals signal immediate liquidity needs but introduce significant dilution risk from discounted conversions and potential warrant exercises.