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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 (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
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.
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
|
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.
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.
| (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- |
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
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 2ND day of January, 2025.
HNO International, Inc.
By: /s/ Donald Owens
Name: Donald Owens
Title: President and
CEO
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
|
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 |
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 (SHEPTM)
and the Compact Hydrogen Refueling Station (CHRSTM), 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.
For more information and media inquiries, please contact:
HNO International, Inc.
press@hnointl.com
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HNO (PK) (USOTC:HNOI)
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HNO (PK) (USOTC:HNOI)
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