HNO International Announces $210K Convertible Note Financing

What Happened HNO International, Inc. (HNOI) filed an 8‑K on September 11, 2026 disclosing that on September 4, 2026 it entered a Securities Purchase Agreement with CFI Capital LLC and issued a Convertible Redeemable Note. The Note has an aggregate principal amount of $210,000, a $21,000 original issue discount (purchase price $189,000), bears interest at 6% per year and matures on September 4, 2027. Conversions into common stock may begin on the six‑month anniversary of the issue date (March 4, 2027).

Key Details

• Principal amount: $210,000; original issue discount: $21,000; purchase price: $189,000.
• Interest: 6% per annum; maturity date: September 4, 2027.
• Conversion mechanics: outstanding principal and accrued interest may convert into common stock at a conversion price equal to 60% of the lowest trading price over the 20 trading days prior to conversion (50% if a DTC "Chill" is in effect; 45% upon an Event of Default).
• Conversion limits and share reserve: conversions are subject to a 4.99% beneficial ownership cap (can be increased to 9.9% with 60 days' notice). The company irrevocably reserved 49,295,775 shares for conversion and agreed to maintain a reservation equal to five times the amount needed for full conversion.
• The Note includes a most‑favored‑nation clause allowing the holder to elect more favorable terms if the company later issues better conversion or financing terms to other investors.

Why It Matters This filing documents a short‑term debt financing that can convert into equity, which affects both the company’s near‑term liquidity and potential future share dilution. Investors should note the deep conversion discounts (as low as 45–60% of recent trading prices under certain conditions) and the large share reservation the company set aside, which could materially increase outstanding shares if conversions occur. The most‑favored‑nation clause means future financings with better terms could retroactively benefit this holder, potentially making this instrument relatively investor‑friendly and more likely to convert rather than be repaid at maturity.