HNOI · HNO International, Inc.

HNO International secured a flexible equity line of credit with Lambda Ventures, providing access to up to $30 million over 24 months through put notices, which allows the company to raise capital opportunistically based on market conditions without immediate dilution pressure. Key terms favor the investor with shares priced at a 20% discount to recent lows, potentially significant dilution if fully drawn, alongside escalating commitment shares—starting with 500,000 upfront and additional tranches every $2.5 million raised, totaling substantial shares for 12 trigger events. The $10,000 legal fee underscores transaction costs. Concurrently, the Registration Rights Agreement mandates prompt SEC filing for resale registration, ensuring liquidity for investor shares. Item 3.02 confirms the initial shares' unregistered status under Section 4(a)(2), relying on the investor's sophistication. This facility offers non-dilutive funding initially but introduces long-term dilution risk, critical for investors monitoring share count and pricing dynamics amid potential volatility from discounted issuance.