Form 8-K - Current report
October 12 2023 - 2:19PM
Edgar (US Regulatory)
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0001342916
2023-10-09
2023-10-09
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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):
October 9, 2023
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))
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
On October 9, 2023, HNO International, Inc. (the "Company") entered into an
Equity Financing
Agreement (the “Equity Financing Agreement”) and Registration Rights Agreement (the “Registration Rights Agreement”)
with GHS Investments, LLC, a Nevada Limited Liability Company (“GHS”), pursuant to which GHS agreed to purchase (the “Contract
Period”) after the effectiveness of a registration statement on Form S-1 (the “Registration Statement”) of the underlying
shares of Common Stock.
The Equity Financing Agreement grants the Company the right, from time to time at its sole discretion (subject
to certain conditions) during the Contract Period, to direct GHS to purchase shares of Common Stock on any business day (a “Put”),
provided that at least ten Trading Days (as defined in the Equity Financing Agreement) have passed since the most recent Put. The purchase
price of the shares of Common Stock contained in a Put shall be 90% of the Market Price with “Market Price” defined as the
lowest traded price of the Common Stock during the Pricing Period (as defined in the Equity Financing Agreement). No Put will be made
in an amount less than $10,000 or greater than $500,000. In no event is the Company entitled to make a Put or is GHS entitled to purchase
that number of shares of Common Stock of the Company, which when added to the sum of the number of shares of Common Stock beneficially
owned (as such term is defined under Section 13(d) and Rule 13d-3 of the 1934 Act), by GHS, would exceed 4.99% of the number of shares
of Common Stock outstanding on such date, as determined in accordance with Rule 13d-1(j) of the Securities Exchange Act of 1934, as amended.
The
Equity Financing Agreement will terminate upon any of the following events: when GHS has purchased an aggregate of $10,000,000 in the
Common Stock of the Company pursuant to the Equity Financing Agreement; on the date that is 24 months from the date of the Agreement;
or by mutual written consent of the parties. Actual sales of shares of Common Stock to GHS under the Equity Financing Agreement will
depend on a variety of factors to be determined by the Company from time to time, including, among others, market conditions, the trading
price of the Common Stock and determinations by the Company as to the appropriate sources of funding for the Company and its operations.
The net proceeds under the Equity Financing Agreement to the Company will depend on the frequency and prices at which the Company sells
shares of its stock to GHS.
The Registration Rights Agreement provides that the Company shall (i) use
its best efforts to file with the Securities and Exchange Commission the Registration Statement within 30 days of the date of the Registration
Rights Agreement; and (ii) have the Registration Statement declared effective by the Commission within 30 days after the date the Registration
Statement is filed with the Commission, but in no event more than 90 days after the Registration Statement is filed.
Pursuant to the Equity Finance Agreement, the Company issued to GHS 24,753 shares of the Company’s
Common Stock as commitment shares (the “Commitment
Shares”).
Item 3.02 Unregistered Sales of Equity Securities
The
disclosure contained in Item 1.01, regarding the Commitment Shares herein is incorporated by reference into this Item 3.02.
The
shares above were issued in reliance upon the exemption from securities registration afforded by Section 4(a)(2) of the Securities Act
of 1933, as amended (the "Securities Act"), and Rule 506(b) of Regulation D under the Securities Act, based in part on the representations
of the investor.
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: October
12, 2023 |
By: /s/ Paul Mueller
Paul Mueller
Chief Executive Officer
|
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