Form 8-K - Current report

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): January 2, 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.)

   

4115 Eastman Drive, Suite B Murrieta, CA	92562
(Address of Principal Executive Offices)	(Zip Code)

 

Registrant's telephone number, including area code [phone]

 

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.☐

 

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Item 1.01 Entry into a Material Definitive Agreement

Share Exchange Agreements

On January 2, 2025, HNO International, Inc. (the “Company”) entered into a Share Exchange Agreement with Donald Owens, the Company’s CEO and Chairman. Pursuant to the agreement, Mr. Owens exchanged 245,000,000 shares of the Company’s common stock for 245,000 shares of newly designated Series B Convertible Preferred Stock (the “Series B Preferred Stock”).

On the same date, the Company entered into a Share Exchange Agreement with HNO Green Fuels (“HNOGF”). Pursuant to the agreement, HNOGF exchanged 115,000,000 shares of the Company’s common stock for 115,000 shares of newly designated Series B Preferred Stock.

The disclosure above is not a full disclosure of the terms of the Share Exchange Agreements. Copies of the Share Exchange Agreements are attached hereto as Exhibits 99.1 and 99.2 respectively.

Item 3.02 Unregistered Sales of Equity Securities.

The disclosure in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02.

 

The securities issued above were made in reliance upon the exemption from securities registration afforded by Section 3(a)(9) of the Securities Act of 1933, as amended. There were no sales commissions paid pursuant to these transactions.

Item 5.03 Amendments to Articles of Incorporation or Bylaws

On January 2, 2025, in connection with the Share Exchange Agreements referenced in Item 1.01, the Company will file a Certificate of Designation of Series B Convertible Preferred Stock (the “Designation”) with the Nevada Secretary of State that has the effect of designating 500,000 shares of preferred stock, par value $0.001, as Series B Preferred Stock.

 

Below is a summary of the rights, privileges and preferences of the Series B Preferred Stock. Capitalized terms have the definitions found in the Designation.

Voting Rights

Except as expressly provided herein or as required by law, so long as any shares of Series B Preferred Stock remain outstanding, the Corporation shall not, without the vote or written consent of the holders of at least a majority of the then outstanding shares of the Series B Preferred Stock, take any action which would adversely and materially affect any of the preferences, limitations or relative rights of the Series B Preferred Stock. Other than the rights above, the holders of the Series B Preferred Stock have no voting rights.

Liquidation

Upon the liquidation, dissolution or winding up of the business of the Corporation, whether voluntary or involuntary, each holder of Series B Preferred Stock shall be entitled to receive, for each share thereof, out of assets of the Corporation legally available therefor, a distribution pro rata with the Corporation's Common Stock, $0.001 par value per share, calculated as if the Series B had been converted into Common Stock as of the date immediately prior to the date fixed for determination of stockholders entitled to receive such distribution.

Conversion Rights

Each holder of Series B Preferred Stock may, from time-to-time, convert any or all of such holder’s shares of Series B Preferred Stock into fully paid and non-assessable shares of Common Stock in an amount equal to 1,000 shares of Common Stock for each share of Series B Preferred Stock surrendered.

The disclosure above is not a full disclosure of the terms of Designation. A copy of the Designation is attached hereto as Exhibit 3.1. 

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Item 9.01 Financial Statements and Exhibits 

Exhibit No.		Document
3.1		Certificate of Designation of Series B Convertible Preferred Stock of HNO International, Inc. dated January 2, 2025
99.1		Share Exchange Agreement, dated January 2, 2025, between HNO International, Inc. and Donald Owens
99.2		Share Exchange Agreement, dated January 2, 2025, between HNO International, Inc. and HNO Green Fuels, Inc.
99.3		Press Release Announcing an 82% Reduction in Outstanding Shares of Common Stock as 360 Million Shares Have Been Exchanged, dated January 3, 2025.
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:  January 3, 2025	By: /s/ Donald Owens Donald Owens Chief Executive Officer

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CERTIFICATE OF DESIGNATION OF PREFERENCES, RIGHTS AND LIMITATIONS

OF

SERIES B CONVERTIBLE PREFERRED STOCK

 

The undersigned, Chief Executive Officer of HNO International, Inc., a Nevada corporation (the “Corporation”), DOES HEREBY CERTIFY that the following resolutions were duly adopted by the Board of Directors of the Corporation by unanimous written consent on January 2, 2025;

 

WHEREAS, the Board of Directors (the “Board”) is authorized within the limitations and restrictions stated in the Articles of Incorporation of the Corporation, as amended, to provide by resolution or resolutions for the issuance of 15,000,000 shares of Preferred Stock, par value $0.001 per share, of the Corporation, in such series and with such designations, preferences and relative, participating, optional or other special rights and qualifications, limitations or restrictions as the Board shall fix by resolution or resolutions providing for the issuance thereof duly adopted by the Board; and

 

WHEREAS, it is the desire of the Board, pursuant to its authority as aforesaid, to authorize and fix the terms of Series B of Convertible Preferred Stock and the number of shares constituting such series; and

 

WHEREAS, by unanimous written consent, the Board determined as follows: NOW, THEREFORE, BE IT RESOLVED:

Section 1. Designation and Authorized Shares. The Corporation shall be authorized to issue 500,000 shares of Series B Convertible Preferred Stock, par value $0.001 per share (the “Series B”).

 

Section 2. Liquidation.

(a)             Upon the liquidation, dissolution or winding up of the business of the Corporation, whether voluntary or involuntary, each holder of Series B shall be entitled to receive, for each share thereof, out of assets of the Corporation legally available therefor, a distribution pro rata with the Corporation's Common Stock, $0.001 par value per share, calculated as if the Series B had been converted into Common Stock as of the date immediately prior to the date fixed for determination of stockholders entitled to receive such distribution.

 

(b)             Any distribution in connection with the liquidation, dissolution or winding up of the Corporation, or any bankruptcy or insolvency proceeding, shall be made in cash to the extent possible.

 

Section 3. Voting. Except as otherwise expressly required by law, each holder of Series B shall have no voting rights.

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Section 4. Conversion.

 

(a)             Conversion Right. Each holder of Series B may, from time-to-time, convert any or all of such holder’s shares of Series B into fully paid and non-assessable shares of Common Stock in an amount equal to 1,000 shares of Common Stock for each share of Series B surrendered (the “Conversion Rate”).

 

(b)             Conversion Procedure. In order to exercise the conversion privilege under this Section 4, the holder of any shares of Series B to be converted shall give written notice to the Corporation at its principal office that such holder elects to convert such shares of Series B or a specified portion thereof into shares of Common Stock as set forth in such notice (the “Conversion Notice”, and such date of delivery of the Conversion Notice to the Corporation, the “Conversion Notice Delivery Date”). Within the Standard Settlement Period following the Conversion Notice Delivery Date, subject to Section 4(a), the Corporation shall issue and deliver a certificate or certificates representing the number of shares of Common Stock determined pursuant to this Section 4 (the “Share Delivery Date”). As used herein, “Standard Settlement Period” means the standard settlement period, expressed in a number of trading days, on the Company’s primary trading market with respect to the Common Stock as in effect on the date of delivery of the Notice of Conversion. No holder shall be required to deliver any certificate of the Series B being converted, unless the holder has converted all shares of Series B which it owns of record. The Corporation shall pay all documentary, stamp or similar issue or transfer tax due on the issue of shares of Common Stock issuable upon conversion of the Series B.

 

(c)

Maximum Conversion.

 

(i)

Notwithstanding anything to the contrary set forth in this Certificate of Designation, at no time may all or a portion of shares of Series B be converted if the number of shares of Common Stock to be issued pursuant to such conversion would cause the holder’s beneficial ownership to exceed, when aggregated with all other shares of Common Stock beneficially owned (as determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, (the “Exchange Act”) and the rules thereunder) by such holder at such time, more than 4.99% of the Common Stock issued and outstanding at such time.

 

(ii)

For purposes of this Section 4, in determining the number of outstanding shares of Common Stock, a holder of Series B may rely on the number of outstanding shares of Common Stock as reflected in (1) the Corporation’s most recent Form 10-K, Form 10-

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Q, Form 8-K or other public filing with the Securities and Exchange Commission, as the case may be, if any, (2) a more recent public announcement by the Corporation or

(3) any other notice by the Corporation setting forth the number of shares of Common Stock outstanding. For any reason at any time, upon the written or oral request of a holder of Series B, the Corporation shall within one Business Day confirm orally and in writing to such holder the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Corporation, including shares of Series B, held by such holder and its affiliates since the date as of which such number of outstanding shares of Common Stock was reported, which in any event are convertible or exercisable, as the case may be, into shares of the Corporation’s Common Stock within 60 days of such calculation and which are not subject to a limitation on conversion or exercise analogous to the limitation contained herein. The provisions of this Section 4(c) shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 4 to correct this Section 4(c) (or any portion hereof) which may be defective or inconsistent with the intended beneficial ownership limitations herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation.

 

(d)             No Fractional Shares. If upon conversion the number of shares of Common Stock results in a fraction, the number of shares of Common Stock issues shall be rounded down.

 

Section 5. Other Provisions.

 

(a)             Reservation of Common Stock. The Corporation shall, at all times, reserve from its authorized Common Stock a sufficient number of shares to provide for conversion of all Series B from time to time outstanding.

 

(b)             Record Holders. The Corporation and its transfer agent, if any, for the Series B may deem and treat the record holder of any shares of Series B as reflected on the books and records of the Corporation as the sole true and lawful owner thereof for all purposes, and neither the Corporation nor any such transfer agent shall be affected by any notice to the contrary.

 

Section 6. Restriction and Limitations. Except as expressly provided herein or as required by law, so long as any shares of Series B remain outstanding, the Corporation shall not, without the vote or written consent of the holders of at least a majority of the then outstanding shares of the Series B, take any action which would adversely and materially affect any of the preferences, limitations or relative rights of the Series B.

 

Section 7. Certain Adjustments.

 

(a)             Adjustments for Stock Splits and Combinations. If the Corporation shall at any time or from time-to-time while the Series B is outstanding effect a split of the outstanding Common Stock or pay a dividend in shares of Common Stock, the applicable Conversion Rate in effect immediately prior to the stock split or dividend shall be proportionately decreased. If the Corporation shall at any time or from time-to-time while the Series B is outstanding, combine the outstanding Common Stock into a lesser number of shares, the applicable Conversion Rate in effect immediately prior to the combination shall

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be proportionately increased. Any adjustments under this Section 7(a) shall be effective at the close of business on the date the stock split or combination occurs.

 

IN WITNESS WHEREOF, the undersigned has executed this Certificate this 2^ND day of January, 2025.

 

HNO International, Inc.

 

 

By: /s/ Donald Owens
Name: Donald Owens

Title: President and CEO

 

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SHARE EXCHANGE AGREEMENT

This Share Exchange Agreement ("Agreement") is entered into as of January 2, 2025, by and between HNO International, Inc., a Nevada Corporation ("Corporation"), and Don Owens ("Holder").

RECITALS

WHEREAS, Holder is the owner of 245,000,000 shares of the Corporation's common stock ("Common Stock");

WHEREAS, the Corporation has designated Series B Preferred Stock ("Preferred Stock") with rights and preferences described in the attached Certificate of Designation;

WHEREAS, the Corporation and Holder desire to exchange 245,000,000 shares of Common Stock for 245,000 shares of Preferred Stock on the terms and conditions set forth herein.

AGREEMENT

1. Exchange of Shares

1.1 The Corporation agrees to exchange, and Holder agrees to deliver, 245,000,000 shares of Common Stock to the Corporation.

1.2 In exchange, the Corporation agrees to issue 245,000 shares of Preferred Stock to Holder, subject to the rights and preferences described in the Certificate of Designation.

2. Representations and Warranties of the Holder

2.1 Holder represents that they are the lawful owner of the Common Stock being exchanged and that the shares are free and clear of any liens, claims, or encumbrances.

2.2 Holder acknowledges that the Preferred Stock issued is restricted and subject to applicable securities laws.

3. Representations and Warranties of the Corporation

3.1 The Corporation represents that the Preferred Stock issued in this exchange is duly authorized and validly issued in accordance with the Certificate of Designation.

4. Miscellaneous

4.1 This Agreement constitutes the entire understanding between the parties with respect to the subject matter hereof.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.

HNO International, Inc. By: /s/ Hossein Haririnia Name: Hossein Haririnia Title: Chief Financial Officer

Holder: By: /s/ Donald Owens Name: Donald Owens

  

 

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SHARE EXCHANGE AGREEMENT

This Share Exchange Agreement ("Agreement") is entered into as of January 2, 2025, by and between HNO International, Inc., a Nevada Corporation ("Corporation"), and HNO Green Fuels (HNOGF) ("Holder").

RECITALS

WHEREAS, Holder is the owner of 115,000,000 shares of the Corporation's common stock ("Common Stock");

WHEREAS, the Corporation has designated Series B Preferred Stock ("Preferred Stock") with rights and preferences described in the attached Certificate of Designation;

WHEREAS, the Corporation and Holder desire to exchange 115,000,000 shares of Common Stock for 115,000 shares of Preferred Stock on the terms and conditions set forth herein.

 

AGREEMENT

1. Exchange of Shares

1.1 The Corporation agrees to exchange, and Holder agrees to deliver, 115,000,000 shares of Common Stock to the Corporation.

1.2 In exchange, the Corporation agrees to issue 115,000 shares of Preferred Stock to Holder, subject to the rights and preferences described in the Certificate of Designation.

2. Representations and Warranties of the Holder

2.1 Holder represents that they are the lawful owner of the Common Stock being exchanged and that the shares are free and clear of any liens, claims, or encumbrances.

2.2 Holder acknowledges that the Preferred Stock issued is restricted and subject to applicable securities laws.

3. Representations and Warranties of the Corporation

3.1 The Corporation represents that the Preferred Stock issued in this exchange is duly authorized and validly issued in accordance with the Certificate of Designation.

4. Miscellaneous

4.1 This Agreement constitutes the entire understanding between the parties with respect to the subject matter hereof.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.

 

HNO International, Inc. By: /s/ Hossein Haririnia Hossein Haririnia Title: Chief Financial Officer

Holder: By: /s/ Donald Owens Name: Donald Owens Title: CEO of at HNOGF

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HNO International Announces an 82% Reduction in Outstanding Shares of Common Stock as 360 Million Shares Have Been Exchanged

 

Houston, TX – January 3, 2025 – HNO International, Inc. (OTC Pink: HNOI) (the “Company”), a leader in hydrogen-based clean energy technologies, announces a major reduction in the outstanding shares of Common Stock of the Company.

 

After the return exchange of 360 million shares of Common Stock owned by Donald Owens, Chairman of the Board of Directors and CEO of the Company and an affiliated entity, for shares of newly designated Series B Convertible Preferred Stock, the new number of outstanding shares of Common Stock is roughly 74 million shares.

 

“As 2024 ends and 2025 begins, I’m pleased to announce this share exchange. Our rotation from R&D to a production environment has placed the Company in a significantly stronger position and has enabled us to drastically reduce the outstanding shares of Common Stock of the Company through this exchange, furthering our goal of bringing both a solid product and increasing shareholder value to the marketplace,” commented Donald Owens, Chairman of the Board of Directors and CEO of HNO International.

 

About HNO International

HNO International (HNOI) is a company specializing in the design, integration, and development of green hydrogen-based energy technologies. With over 15 years of experience in green hydrogen production, HNOI and its leadership team are on a mission to help lead the renewable energy transition by making energy accessible to businesses and communities worldwide. Their pioneering solutions, including the Scalable Hydrogen Energy Platform (SHEP^TM) and the Compact Hydrogen Refueling Station (CHRS^TM), are setting new standards for green hydrogen production.

 

Forward-Looking Statements

This news release contains "forward-looking statements" which are not purely historical and may include any statements regarding beliefs, plans, expectations or intentions regarding the future. Such forward-looking statements include, among other things, the development, costs and results of new business opportunities and words such as "anticipate", "seek", intend", "believe", "estimate", "plan", or similar phrases may be deemed "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Actual results could differ from those projected in any forward-looking statements due to numerous factors. These forward-looking statements are made as of the date of this news release, and we assume no obligation to update the forward-looking statements, or to update the reasons why actual results could differ from those projected in the forward-looking statements. Investors should consult all of the information set forth herein and should also refer to the risk factors disclosure outlined in our annual report on Form 10-K, our quarterly reports on Form 10-Q and other periodic reports filed from time to time with the Securities and Exchange Commission. For more information, please visit www.sec.gov.

 

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For more information and media inquiries, please contact:

HNO International, Inc.

[e-mail]

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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Cover	Jan. 02, 2025
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Jan. 02, 2025
Current Fiscal Year End Date	--10-31
Entity File Number	000-56568
Entity Registrant Name	HNO INTERNATIONAL, INC.
Entity Central Index Key	0001342916
Entity Tax Identification Number	20-2781289
Entity Incorporation, State or Country Code	NV
Entity Address, Address Line One	4115 Eastman Drive
Entity Address, Address Line Two	Suite B
Entity Address, City or Town	Murrieta
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	92562
City Area Code	951
Local Phone Number	305-8872
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false

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