HNO International, Inc. entered into a Securities Purchase Agreement on September 4, 2026, with CFI Capital LLC. Under the agreement, the company issued a Convertible Redeemable Note with an aggregate principal amount of $210,000. The note was issued with an original issue discount of $21,000, resulting in a purchase price of $189,000.
The note carries an interest rate of 6% per annum and has a maturity date of September 4, 2027. The principal and accrued interest may be converted into shares of the company's common stock beginning six months after the issue date. The conversion price is set at 60% of the lowest trading price of the common stock over the 20 trading days prior to conversion.
The company agreed to irrevocably reserve 49,295,775 shares of common stock for potential conversions under the note. Additionally, the company must maintain a share reservation equal to five times the amount necessary for a full conversion. The note includes a most-favored-nation provision, allowing the holder to elect more favorable terms if the company issues securities with better conversion discounts, interest rates, or other terms to other investors.
