UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~September~~December 1229, 2025

HNO INTERNATIONAL, INC.

(Exact name of registrant as specified in its charter)

Nevada	000-56568	20-2781289
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

41558 Eastman Drive, Suite B Murrieta, CA	92562
(Address of Principal Executive Offices)	(Zip Code)

Registrant's telephone number, including area code (951) 305-8872

N/A
(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Not applicable.

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐

Item 4 1.0201 ~~Non-Reliance~~Entry into ~~on Previously Issued Financial Statements or~~ a ~~Related~~Material ~~Audit~~Definitive ~~Report or Completed Interim Review.~~Agreement

~~On September 12, 2025, the Board of Directors of HNO International, Inc.~~Extension (the “Company”), following consultation with management, concluded that the Company’s previously issued financial statements for the fiscal year ended October 31, 2024, and for the interim periods ended January 31, 2025 and April 30, 2025, should no longer be relied upon due to errors in the valuation of ~~service~~Promissory ~~stock issuances and the related stock-based compensation expense.~~Notes:

~~The~~On December ~~Company~~29, ~~determined~~2025, ~~that~~HNO ~~the~~International, ~~valuation~~Inc., ~~methodology~~a ~~applied~~Nevada incorporation (the ~~original filings~~"Company"), ~~understated~~entered ~~stock-based~~into ~~compensation~~an ~~expense.~~Extension ~~The~~to ~~revised~~Promissory ~~valuation increased stock-based compensation expense by $1,108,368~~Note ~~for~~ (the ~~fiscal~~"1st Extension") ~~year~~with ~~ended~~HNO ~~October~~Green 31Fuels, ~~2024~~Inc., ~~and~~a byNevada $4corporation (“HNOGF”),~~827,055~~ ~~for~~pursuant to the terms ~~quarter~~set ~~ended~~forth ~~January~~in ~~31,~~the ~~2025~~1st Extension. The ~~January~~1st Extension ~~31,~~amends ~~2025 adjustment carried forward into~~ the ~~subsequent~~Promissory ~~quarter~~Note ~~ended~~issued ~~April~~on 30December 1, ~~2025.~~2021, ~~These~~extending ~~non-cash~~the ~~adjustments~~Maturity ~~resulted~~Date inof ~~corresponding~~December ~~increases~~31, to2025 ~~additional paid-in capital and adjustments~~ to ~~accumulated~~December ~~deficit~~31, 2026.

~~The~~On ~~Company~~December ~~intends~~29, to2025, ~~file~~the ~~Amendment~~Company ~~No.~~entered 2into toan ~~its Annual Report on Form~~Extension ~~10-K~~to ~~for~~Promissory Note (the ~~fiscal~~"2nd ~~year~~Extension") ~~ended~~with ~~October 31~~HNOGF, ~~2024,~~pursuant ~~and~~to ~~Amendment~~the ~~No.~~terms 1set toforth ~~its~~in ~~Quarterly~~the ~~Reports~~2nd onExtension. The ~~Form~~2nd ~~10-Q~~Extension ~~for~~amends the ~~quarters~~Promissory ~~ended~~Note ~~January 31,~~issued ~~2025~~on ~~and~~September ~~April 30~~29, ~~2025~~2022, toextending ~~correct~~the ~~these~~Maturity ~~errors~~Date ~~and~~of ~~update~~December ~~related~~31, ~~disclosures~~2025 to December 31, 2026.

~~The~~On December 29, 2025, the Company’s ~~management~~entered ~~has~~into ~~discussed~~an ~~these~~Extension ~~matters~~to Promissory Note (the "3rd Extension") with ~~its~~HNOGF, ~~independent~~pursuant ~~registered~~to ~~public~~the ~~accounting~~terms ~~firm~~set forth in the 3rd Extension. The 3rd Extension amends the Promissory Note issued on October 20, 2022, extending the Maturity Date of December 31, 2025 to December 31, 2026.

On December 29, 2025, the Company entered into an Extension to Promissory Note (the "4^th Extension") with HNOGF, pursuant to the terms set forth in the 4^th Extension. The 4^th Extension amends the Promissory Note issued on March 1, 2023, extending the Maturity Date of December 31, 2025 to December 31, 2026.

On December 29, 2025, the Company entered into an Extension to Promissory Note (the "5^th Extension") with HNOGF, pursuant to the terms set forth in the 5^th Extension. The 5^th Extension amends the Promissory Note issued on March 8, 2023, extending the Maturity Date of December 31, 2025 to December 31, 2026.

On December 29, 2025, the Company entered into an Extension to Promissory Note (the "6^th Extension") with HNOGF, pursuant to the terms set forth in the 6^th Extension. The 6^th Extension amends the Promissory Note issued on March 23, 2023, extending the Maturity Date of December 31, 2025 to December 31, 2026.

On December 29, 2025, the Company entered into an Extension to Promissory Note (the "7^th Extension") with HNOGF, pursuant to the terms set forth in the 7^th Extension. The 7^th Extension amends the Promissory Note issued on April 3, 2023, extending the Maturity Date of December 31, 2025 to December 31, 2026.

On December 29, 2025, the Company entered into an Extension to Promissory Note (the "8^th Extension") with HNOGF, pursuant to the terms set forth in the 8^th Extension. The 8^th Extension amends the Promissory Note issued on April 13, 2023, extending the Maturity Date of December 31, 2025 to December 31, 2026.

On December 29, 2025, the Company entered into an Extension to Promissory Note (the "9^th Extension") with HNOGF, pursuant to the terms set forth in the 9^th Extension. The 9^th Extension amends the Promissory Note issued on April 17, 2023, extending the Maturity Date of December 31, 2025 to December 31, 2026.

The foregoing descriptions of these second extensions is only a summary and does not purport to be complete and is qualified in its entirety by reference to such documents. Copies of the extensions are filed as Exhibit 99.1, Exhibit 99.2, Exhibit 99.3, Exhibit 99.4, Exhibit 99.5, Exhibit 99.6, Exhibit 99.7, Exhibit 99.8 and Exhibit 99.9 to this Current Report on Form 8-K.

Item 9.01 Financial Statements and Exhibits

Exhibit No.		Document
99.1		Extension to Promissory Note, dated December 29, 2025 for Note Issued December 1, 2021, between HNO International, Inc. and HNO Green Fuels, Inc.
99.2		Extension to Promissory Note, dated December 29, 2025 for Note Issued September 29, 2022, between HNO International, Inc. and HNO Green Fuels, Inc.
99.3		Extension to Promissory Note, dated December 29, 2025 for Note Issued October 20, 2022, between HNO International, Inc. and HNO Green Fuels, Inc.
99.4		Extension to Promissory Note, dated December 29, 2025 for Note Issued March 1, 2023, between HNO International, Inc. and HNO Green Fuels, Inc.
99.5		Extension to Promissory Note, dated December 29, 2025 for Note Issued March 8, 2023, between HNO International, Inc. and HNO Green Fuels, Inc.
99.6		Extension to Promissory Note, dated December 29, 2025 for Note Issued March 23, 2023, between HNO International, Inc. and HNO Green Fuels, Inc.
99.7		Extension to Promissory Note, dated December 29, 2025 for Note Issued April 3, 2023, between HNO International, Inc. and HNO Green Fuels, Inc.
99.8		Extension to Promissory Note, dated December 29, 2025 for Note Issued April 13, 2023, between HNO International, Inc. and HNO Green Fuels, Inc.
99.9		Extension to Promissory Note, dated December 29, 2025 for Note Issued April 17, 2023, between HNO International, Inc. and HNO Green Fuels, Inc.
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) Date: ~~September~~January 195, ~~2025~~2026 By: /s/ Donald Owens Donald Owens Chief Executive Officer

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