HNO International Issues $210K Toxic Convertible Note at 60% Discount to Market
HNOI is trading near its 52-week low of $0.034 (12% above the low) on light trading volume (0.2× avg).
Summary
HNO International issued a $210,000 convertible note to CFI Capital with conversion at 60% of the lowest 20-day trading price, reserving 49.3 million shares — a deeply dilutive structure layered on top of existing going-concern distress.
Key Events · Financing and Capital Events · HNOI
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New $210K Convertible Note Issued
On September 4, 2026, HNO International entered a Securities Purchase Agreement with CFI Capital LLC, issuing a $210,000 convertible redeemable note for $189,000 in cash after a $21,000 original issue discount and $8,000 in legal fees.
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Deeply Discounted Conversion Terms
The note converts at 60% of the lowest trading price over the prior 20 trading days, dropping to 50% during a DTC Chill and 45% upon an Event of Default — a structure that rewards the holder as the stock price falls.
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49.3M Share Reserve Created
The company irrevocably reserved 49,295,775 shares for conversions and must maintain a reserve equal to five times the amount needed for full conversion, creating a massive potential dilution overhang.
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Most-Favored-Nation Clause
CFI Capital can automatically adopt any more favorable terms — better conversion discounts, lower interest, higher OID — that HNO grants to any future investor, locking the company into increasingly dilutive structures.
Analysis · HNOI · Energy & Transportation
Already under a going-concern warning with just $33.8K in quarterly revenue, HNO International has taken on a $210,000 convertible note from CFI Capital LLC. The conversion terms allow the holder to convert at 60% of the lowest trading price over 20 days — and as low as 45% on default. The company has irrevocably reserved 49.3 million shares for conversions, a massive overhang relative to its current share count. This is the third toxic financing vehicle disclosed in the last two months, following the Lambda Ventures note and the $30M equity line. The most-favored-nation clause means any better terms offered to future financiers automatically flow to CFI Capital, locking the company into increasingly dilutive structures. At today's $0.038 share price, the note's conversion mechanics create a death-spiral dynamic: the lower the stock falls, the more shares the holder receives, which pressures the stock further.
How filings like this one have moved
In the 30 days to Sep 11, 2026, 41.8% of the 507 measured filings Wiseek scored 9 moved their stock by 5% or more by the next session's close. The median move was -0.39%. These are measured outcomes after filings of this importance, not a forecast for this one.
Measured one observation per ticker per day, after exclusions. Current figures: Filing Impact Tracker · open dataset
At the time of this filing, HNOI was trading at $0.04 on OTC in the Energy & Transportation sector, with a market capitalization of approximately $3.9M. The 52-week trading range was $0.03 to $0.66. This filing was assessed with negative market sentiment and an importance score of 9 out of 10.