UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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Item 1.01 Entry into a Material Definitive Agreement
On September 4, 2026, HNO International, Inc. (the "Company"), entered into a Securities Purchase Agreement (the "Securities Purchase Agreement") with CFI Capital LLC (the "Buyer"), pursuant to which the Company issued to the Buyer a Convertible Redeemable Note (the "Note") in the aggregate principal amount of $210,000, with a $21,000 original issue discount, resulting in a purchase price of $189,000.
The Note has a maturity date of September 4, 2027 and bears interest at the rate of 6% per annum from the Issue Date. Beginning on the six-month anniversary of the Issue Date, the outstanding principal and accrued interest on the Note may be converted into shares of the Company's common stock at a conversion price equal to 60% of the lowest trading price of the Company's common stock for the 20 trading days prior to conversion (subject to certain adjustments, including a conversion price equal to 50% of such price if a DTC "Chill" is in effect and 45% upon an Event of Default). Conversions are limited by a 4.99% beneficial ownership cap (increasable to 9.9% upon 60 days' prior notice). The Company has agreed to irrevocably reserve 49,295,775 shares of common stock for conversions under the Note and to maintain a share reservation equal to five times the amount necessary for full conversion.
The Note contains a most-favored-nation provision that permits the Holder to elect more favorable terms if the Company issues securities with better conversion discounts, lookback periods, interest rates, original issue discounts, or prepayment rates to other investors.
The foregoing description of the Note and Securities Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Note and Securities Purchase Agreement, copies of which are filed as Exhibit 4.1 and Exhibit 99.1, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The disclosure provided above in Item 1.01 above is incorporated by reference into this Item 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.
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Item 9.01 Financial Statements and Exhibits
| Exhibit No. | Document | |
| 4.1 | Convertible Redeemable Note, dated September 4, 2026, by and between HNO International, Inc. and CFI Capital LLC | |
| 99.1 | Securities Purchase Agreement, dated September 4, 2026, by and between HNO International, Inc. and CFI Capital LLC | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
HNO International, Inc. (Registrant)
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| Date: September 11, 2026 | By:
/s/ Donald Owens Chief Executive Officer
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