{"url_path":"/sec/hnoi/8-k/2026-09-11/item-1-01","section_key":"item-1-01","section_title":"Item 1.01 Entry","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-09-11","source_url":"https://www.sec.gov/Archives/edgar/data/1342916/0001342916-26-000054-index.html","accession_number":"0001342916-26-000054","cik":"0001342916","ticker":"HNOI","issuer_name":"HNO International, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1342916/0001342916-26-000054-index.html","primary_entity_key":"0001342916","primary_entity_name":"HNO International, Inc."},"word_count":320,"has_tables":true,"body_markdown":"**Item 1.01 Entry\ninto a Material Definitive Agreement**\n\nOn September 4, 2026, HNO International, Inc.\n(the \"**Company**\"), entered into a Securities Purchase Agreement (the \"**Securities Purchase Agreement**\")\nwith CFI Capital LLC (the \"**Buyer**\"), pursuant to which the Company issued to the Buyer a Convertible Redeemable\nNote (the \"**Note**\") in the aggregate principal amount of $210,000, with a $21,000 original issue discount,\nresulting in a purchase price of $189,000.\n\n \n\nThe Note has a maturity date of September 4, 2027 and bears interest at the rate of 6% per annum from the Issue Date. Beginning on\nthe six-month anniversary of the Issue Date, the outstanding principal and accrued interest on the Note may be converted into shares of\nthe Company's common stock at a conversion price equal to 60% of the lowest trading price of the Company's common stock for the 20 trading\ndays prior to conversion (subject to certain adjustments, including a conversion price equal to 50% of such price if a DTC \"Chill\" is\nin effect and 45% upon an Event of Default). Conversions are limited by a 4.99% beneficial ownership cap (increasable to 9.9% upon 60\ndays' prior notice). The Company has agreed to irrevocably reserve 49,295,775 shares of common stock for conversions under the Note and\nto maintain a share reservation equal to five times the amount necessary for full conversion.\n\n \n\nThe Note contains a most-favored-nation provision that permits the Holder to elect more favorable terms\nif the Company issues securities with better conversion discounts, lookback periods, interest rates, original issue discounts, or prepayment\nrates to other investors.\n\n \n\nThe foregoing description of the Note and\nSecurities Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the full\ntext of the Note and Securities Purchase Agreement, copies of which are filed as Exhibit 4.1 and Exhibit 99.1, respectively, to this\nCurrent Report on Form 8-K and are incorporated herein by reference."}