8-K
filed April 17, 2026, 7:59 PM ET
ticker HNOI
CIK 0001342916
debt
confidence high
sentiment negative
materiality 0.60
HNO International, Inc. (HNOI): debt financing — HNO International raises $175k via two convertible notes with 60% discount conversion and warrants
HNO International, Inc.
- Each note has $96,250 principal (incl. $8,750 OID); net proceeds ~$82,250 per note after fees.
- Conversion price set at 60% of the lowest trading price over the prior 20 days.
- Warrants issued to buy 385,000 shares at $0.25 per share, exercisable for 5 years.
- Company reserved 13 million shares for conversion/exercise of each note and warrant.
- Notes mature in 12 months; default triggers 150% acceleration (Jefferson St) or immediate payment (Lambda).
Key facts
Extracted from this filing and checked against the source text.
Debt Financings
SEC 8-K Item 2.03/2.04
confidence 0.9
HNO International, Inc. incurred convertible notes of $96,250 with Lambda Ventures, LLC.
- Instrument
- convertible notes
- Principal
- $96,250
- Counterparty
- Lambda Ventures, LLC
- Event
- incurrence
Exact text from the filing
On April 9, 2026, the Company entered into a Securities Purchase Agreement (the "LV Purchase Agreement") with Lambda Ventures, LLC, a Nevada limited liability company (the "LV Buyer"), pursuant to which the Company issued to the LV Buyer a Convertible Promissory Note in the principal amount of $96,250 (the "LV Note")
View on SEC.gov
Debt Financings
SEC 8-K Item 2.03/2.04
confidence 0.9
HNO International, Inc. incurred convertible notes of $96,250 with Jefferson Street Capital, LLC at one-time interest charge of 8% on the principal amount maturing April 7, 2027.
- Instrument
- convertible notes
- Principal
- $96,250
- Counterparty
- Jefferson Street Capital, LLC
- Rate
- one-time interest charge of 8% on the principal amount
- Maturity
- April 7, 2027
- Event
- incurrence
Exact text from the filing
On April 7, 2026, the Company entered into a Securities Purchase Agreement (the "JSC Purchase Agreement") with Jefferson Street Capital, LLC, a New Jersey limited liability company (the "JSC Buyer"), pursuant to which the Company issued to the JSC Buyer a Convertible Promissory Note in the principal amount of $96,250 (the "JSC Note")
View on SEC.gov
Equity Issuances
SEC 8-K Item 3.02/3.03
confidence 0.95
HNO International, Inc. issued 385,000 shares of common stock of warrant to Jefferson Street Capital, LLC for part of the same securities purchase agreement with gross proceeds of $87,500.
- Security
- warrant
- Shares
- 385,000 shares of common stock
- Purchaser
- Jefferson Street Capital, LLC
- Consideration
- part of the same securities purchase agreement with gross proceeds of $87,500
Exact text from the filing
On April 7, 2026, the Company entered into a Securities Purchase Agreement (the "JSC Purchase Agreement") with Jefferson Street Capital, LLC, a New Jersey limited liability company (the "JSC Buyer"), pursuant to which the Company issued to the JSC Buyer a Convertible Promissory Note in the principal amount of $96,250 (the "JSC Note") and a Common Stock Purchase Warrant to purchase up to 385,000 shares of the Company's common stock (the "JSC Warrant"), in exchange for gross proceeds of $87,500.
View on SEC.gov
Equity Issuances
SEC 8-K Item 3.02/3.03
confidence 0.95
HNO International, Inc. issued 385,000 shares of common stock of warrant to Lambda Ventures, LLC for part of the same securities purchase agreement with gross proceeds of $87,500.
- Security
- warrant
- Shares
- 385,000 shares of common stock
- Purchaser
- Lambda Ventures, LLC
- Consideration
- part of the same securities purchase agreement with gross proceeds of $87,500
Exact text from the filing
On April 9, 2026, the Company entered into a Securities Purchase Agreement (the "LV Purchase Agreement") with Lambda Ventures, LLC, a Nevada limited liability company (the "LV Buyer"), pursuant to which the Company issued to the LV Buyer a Convertible Promissory Note in the principal amount of $96,250 (the "LV Note") and a Common Stock Purchase Warrant to purchase up to 385,000 shares of the Company's common stock (the "LV Warrant"), in exchange for gross proceeds of $87,500.
View on SEC.gov
Equity Issuances
SEC 8-K Item 3.02/3.03
confidence 0.95
HNO International, Inc. issued shares of Common Stock upon conversion of the Convertible Promissory Note (conversion price based on 60% of lowest traded price) of convertible note to Jefferson Street Capital, LLC for gross proceeds of $87,500.
- Security
- convertible note
- Shares
- shares of Common Stock upon conversion of the Convertible Promissory Note (conversion price based on 60% of lowest traded price)
- Purchaser
- Jefferson Street Capital, LLC
- Consideration
- gross proceeds of $87,500
Exact text from the filing
On April 7, 2026, the Company entered into a Securities Purchase Agreement (the "JSC Purchase Agreement") with Jefferson Street Capital, LLC, a New Jersey limited liability company (the "JSC Buyer"), pursuant to which the Company issued to the JSC Buyer a Convertible Promissory Note in the principal amount of $96,250 (the "JSC Note") and a Common Stock Purchase Warrant to purchase up to 385,000 shares of the Company's common stock (the "JSC Warrant"), in exchange for gross proceeds of $87,500.
View on SEC.gov
Equity Issuances
SEC 8-K Item 3.02/3.03
confidence 0.95
HNO International, Inc. issued shares of Common Stock upon conversion of the Convertible Promissory Note of convertible note to Lambda Ventures, LLC for gross proceeds of $87,500.
- Security
- convertible note
- Shares
- shares of Common Stock upon conversion of the Convertible Promissory Note
- Purchaser
- Lambda Ventures, LLC
- Consideration
- gross proceeds of $87,500
Exact text from the filing
On April 9, 2026, the Company entered into a Securities Purchase Agreement (the "LV Purchase Agreement") with Lambda Ventures, LLC, a Nevada limited liability company (the "LV Buyer"), pursuant to which the Company issued to the LV Buyer a Convertible Promissory Note in the principal amount of $96,250 (the "LV Note") and a Common Stock Purchase Warrant to purchase up to 385,000 shares of the Company's common stock (the "LV Warrant"), in exchange for gross proceeds of $87,500.
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.9
HNO International, Inc. entered into JSC Purchase Agreement with Jefferson Street Capital, LLC (effective 2026-04-07).
- Action
- entry
- Agreement
- equity purchase
- Counterparty
- Jefferson Street Capital, LLC
- Effective
- 2026-04-07
Exact text from the filing
On April 7, 2026, the Company entered into a Securities Purchase Agreement (the "JSC Purchase Agreement") with Jefferson Street Capital, LLC, a New Jersey limited liability company (the "JSC Buyer"), pursuant to which the Company issued to the JSC Buyer a Convertible Promissory Note in the principal amount of $96,250 (the "JSC Note") and a Common Stock Purchase Warrant to purchase up to 385,000 shares of the Company's common stock (the "JSC Warrant"), in exchange for gross proceeds of $87,500.
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.9
HNO International, Inc. entered into LV Purchase Agreement with Lambda Ventures, LLC (effective 2026-04-09).
- Action
- entry
- Agreement
- equity purchase
- Counterparty
- Lambda Ventures, LLC
- Effective
- 2026-04-09
Exact text from the filing
On April 9, 2026, the Company entered into a Securities Purchase Agreement (the "LV Purchase Agreement") with Lambda Ventures, LLC, a Nevada limited liability company (the "LV Buyer"), pursuant to which the Company issued to the LV Buyer a Convertible Promissory Note in the principal amount of $96,250 (the "LV Note") and a Common Stock Purchase Warrant to purchase up to 385,000 shares of the Company's common stock (the "LV Warrant"), in exchange for gross proceeds of $87,500.
View on SEC.gov
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