HNO International, Inc. 8-K

What Happened
HNO International, Inc. (HNOI) announced on April 27, 2026 that it entered into an Equity Purchase Agreement with Lambda Ventures LLC giving HNOI the right to direct Lambda to purchase up to $30,000,000 of the company’s common stock ($0.001 par) over a 24‑month commitment period. HNOI also entered a Registration Rights Agreement requiring HNOI to file a registration statement covering the resale of the shares issued under the Purchase Agreement and to have that registration declared effective within prescribed timeframes.

Key Details

• Agreement date: April 27, 2026; commitment period: up to 24 months; maximum purchases: $30,000,000.
• Purchase mechanics: HNOI may deliver “put” notices requiring Lambda to buy shares; each put must be at least $25,000 and no more than the lesser of $500,000 or 200% of Average Daily Trading Value (ADTV) (ADTV calculated using the Initial Purchase Price).
• Purchase price: buyer pays the lesser of (i) 80% of the lowest traded price on the trading day immediately preceding the put, or (ii) 80% of the lowest traded price on any day in the applicable valuation period (i.e., an effective 20% discount to specified market lows).
• Commitment fees: HNOI issued 500,000 initial commitment shares at signing; additional “fulfillment” commitment shares will be issued each time aggregate gross proceeds increase by $2,500,000 (12 trigger events if full $30M is drawn). HNOI also agreed to pay $10,000 to the investor’s counsel for legal expenses.
• Registration rights: HNOI must file a resale registration statement within 30 calendar days of the Registration Rights Agreement and have it declared effective within 90 calendar days.

Why It Matters
This agreement gives HNOI a ready source of capital it can access over two years, which can help fund operations or growth without negotiating separate financings each time. However, shares may be sold at up to a 20% discount to recent trading lows and additional shares are issued as fees, which can dilute existing shareholders if draws occur. The registration commitment means Lambda’s purchased shares can be resold publicly once the registration statement is effective, which may increase share supply in the market. Investors should weigh the potential benefit of available financing against possible dilution and downward pressure on the stock from discounted issuances.