---
schema_version: "secwatch.filing_event.v1"
accession: "0001342916-26-000021"
form_type: "8-K"
ticker: "HNOI"
cik: "0001342916"
company_name: "HNO International, Inc."
filed_at: "2026-04-17T23:59:59+00:00"
generated_at: "2026-05-15T05:28:06.620301+00:00"
event_type: "debt"
sentiment: "negative"
materiality_score: 0.6
calibrated_materiality_score: 0.6
confidence: "high"
source: SEC EDGAR
---

# HNO International raises $175k via two convertible notes with 60% discount conversion and warrants

## Summary
- 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).

## SEC filing metadata
- accession: 0001342916-26-000021
- form_type: 8-K
- ticker: HNOI
- cik: 0001342916
- company_name: HNO International, Inc.
- filed_at: 2026-04-17T23:59:59+00:00
- event_type: debt
- sentiment: negative
- materiality_score: 0.6
- calibrated_materiality_score: 0.6
- confidence: high
- sec_items: 1.01, 2.03, 3.02, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1342916/000134291626000021/0001342916-26-000021-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1342916/000134291626000021/hnoi8k426.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001342916-26-000021
- JSON: https://secwatch.observer/filing/0001342916-26-000021.json
- Plain text: https://secwatch.observer/filing/0001342916-26-000021.txt

## Source-grounded claims
- claim_id: 9650dd46fcd483b24d3a059dd67bc3a6bbe37b77
  claim: HNO International, Inc. incurred convertible notes of $96,250 with Lambda Ventures, LLC.
  evidence_excerpt: 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")
  evidence_url: https://www.sec.gov/Archives/edgar/data/1342916/000134291626000021/0001342916-26-000021-index.htm
- claim_id: 9b9bbc188d3f3224c396459452bced78c140ae2c
  claim: 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.
  evidence_excerpt: 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")
  evidence_url: https://www.sec.gov/Archives/edgar/data/1342916/000134291626000021/0001342916-26-000021-index.htm
- claim_id: 09ea2cb2b2f48f281e0b9a11a2eea82c114f373a
  claim: HNO International, Inc. entered into JSC Purchase Agreement with Jefferson Street Capital, LLC (effective 2026-04-07).
  evidence_excerpt: 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.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1342916/000134291626000021/0001342916-26-000021-index.htm
- claim_id: 70fe2dc1025ce1ce7b8ea35eb41ac85f7591dad2
  claim: HNO International, Inc. entered into LV Purchase Agreement with Lambda Ventures, LLC (effective 2026-04-09).
  evidence_excerpt: 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.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1342916/000134291626000021/0001342916-26-000021-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.