HNO International, Inc S-1, filed Oct 27, 2023
HNO International, Inc. (HNOI)
As filed with the Securities and Exchange Commission on October 27, 2023
Registration No. ____
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
(Exact name of registrant as specified in its charter)
| 8711 | 20-2781289 | |||
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(State or Other Jurisdiction of Incorporation) |
(Primary Standard Classification Code) |
(IRS Employer Identification No.) |
41558 Eastman Drive
Suite B
Murrieta, California 92562
(951) 305-8872
(Address, including zip code, and telephone number, including area code of registrant’s principal executive offices)
Nevada Agency and Transfer Company
50 West Liberty Street
Suite 880
Reno, NV 89501
(775) 322-0626
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Brian Higley, Esq.
Business Legal Advisors, LLC
14888 Auburn Sky Drive
Draper, UT 84020
(801) 634-1984
Approximate date of commencement of proposed sale to the public:
As soon as practicable after the effective date of this Registration Statement.
Approximate date of commencement of proposed sale to the public: As soon as practicable and from time to time after this Registration Statement is declared effective.
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box. ☒
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
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Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):
| Large accelerated filer | ☐ | Accelerated filer | ☐ |
| ☒ | Smaller reporting company | ||
| 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. ☐
The registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(A) of the Securities Act or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(A), may determine.
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The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting offers to buy these securities in any jurisdiction where the offer or sale is not permitted.
| PRELIMINARY PROSPECTUS | SUBJECT TO COMPLETION | DATED OCTOBER 27, 2023 |
1,120,622 Shares of Common Stock
This prospectus relates to the offer and resale of up to 1,095,869 shares of common stock, par value $0.001 per share (the “Shares”) of HNO International, Inc., a Nevada corporation (the “Company,” “we,” “us”), that may be purchased by GHS Investments LLC, a Nevada limited liability company (“GHS”), pursuant to the Equity Financing Agreement dated October 9, 2023 between the Company and GHS (the “EFA”). GHS is also referred to herein as the “Selling Security Holder.” If issued presently, the additional 1,095,869 shares of common stock registered for resale by the Selling Security Holder under the EFA, all of which have yet to be issued, would represent less than 1% of our issued and outstanding shares of common stock as of October 25, 2023. Additionally, the additional 1,095,869 shares of our common stock registered for resale herein to be issued under the EFA, all of which have yet to be issued, would represent approximately 33% of the Company’s public float (all current free-trading shares not held by affiliates), when issued.
The prospectus also relates to the offer and resale of up to 24,753 shares of common stock, par value $0.001 per share that were issued to GHS under the EFA as commitment shares (the “Commitment Shares”).
We will not receive any of the proceeds from the sales of the Shares or the Commitment Shares by the Selling Security Holder.
The Selling Security Holder identified in this prospectus may offer the shares of Common Stock from time to time through public or private transactions at prevailing market prices or at privately negotiated prices. The Selling Security Holder can offer all, some or none of its shares of Common Stock, thus we have no way of determining the number of shares of Common Stock it will hold after this offering. See “Plan of Distribution.”
For purposes of shares to be issued under the EFA, the Selling Security Holder is an “underwriter” within the meaning of Section 2(a)(11) of the Securities Act.
Our Common Stock is currently quoted on the OTC Markets under the symbol “HNOI.” On October 25, 2023, the last reported sale price of our Common Stock on the OTC Markets was $1.095.
Investing in our Common Stock involves a high degree of risk. You should review carefully the risks and uncertainties described under the heading “Risk Factors” beginning on page 8 of this prospectus, and under similar headings in any amendments or supplements to this prospectus.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.
The date of this prospectus is October 27, 2023
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TABLE OF CONTENTS
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You should rely only on the information contained in this prospectus. We have not authorized anyone to provide you with information different from that which is contained in this prospectus. This prospectus may be used only where it is legal to sell these securities. The information in this prospectus may only be accurate on the date of this prospectus, regardless of the time of delivery of this prospectus or of any sale of securities.
ABOUT THIS PROSPECTUS
The registration statement of which this prospectus forms a part that we have filed with the U.S. Securities and Exchange Commission (the “SEC”) and includes exhibits that provide more detail of the matters discussed in this prospectus. You should read this prospectus and the related exhibits filed with the SEC, together with the additional information described under the heading “Where You Can Find More Information” before making your investment decision.
You should rely only on the information provided in this prospectus or in any prospectus supplement or any free writing prospectuses or amendments thereto. Neither we, nor the Selling Security Holder, have authorized anyone else to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it. You should assume that the information in this prospectus is accurate only as of the date hereof. Our business, financial condition, results of operations and prospects may have changed since that date.
Neither we, nor the Selling Security Holder, are offering to sell or seeking offers to purchase these securities in any jurisdiction where the offer or sale is not permitted. Neither we, nor the Selling Security Holder, have done anything that would permit this offering or possession or distribution of this prospectus in any jurisdiction where action for that purpose is required, other than in the United States. Persons outside the United States who come into possession of this prospectus must inform themselves about, and observe any restrictions relating to, the offering of the securities as to distribution of the prospectus outside of the United States.
Information contained in, and that can be accessed through, our web site, www.hnointl.com, does not constitute part of this prospectus.
This prospectus includes market and industry data that has been obtained from third party sources, including industry publications, as well as industry data prepared by our management on the basis of its knowledge of and experience in the industries in which we operate (including our management’s estimates and assumptions relating to such industries based on that knowledge). Management’s knowledge of such industries has been developed through its experience and participation in these industries. While our management believes the third-party sources referred to in this prospectus are reliable, neither we nor our management have independently verified any of the data from such sources referred to in this prospectus or ascertained the underlying economic assumptions relied upon by such sources. Internally prepared and third-party market forecasts in particular are estimates only and may be inaccurate, especially over long periods of time. In addition, the underwriters have not independently verified any of the industry data prepared by management or ascertained the underlying estimates and assumptions relied upon by management. Furthermore, references in this prospectus to any publications, reports, surveys or articles prepared by third parties should not be construed as depicting the complete findings of the entire publication, report, survey or article. The information in any such publication, report, survey or article is not incorporated by reference in this prospectus.
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PROSPECTUS SUMMARY
This summary highlights information contained elsewhere in this prospectus; it does not contain all the information you should consider before investing in our Common Stock. You should read the entire prospectus before making an investment decision. Throughout this prospectus, the terms the “Company”, “HNO”, “we,” “us,” “our,” and “our company” refer to HNO International, Inc., a Nevada corporation and its wholly-owned subsidiaries.
Company Overview
HNO International, Inc., a Nevada corporation (herein referred to as “we,” “us,” “our,” “HNO” and the “Company”), focuses on systems engineering design, integration, and product development to generate green hydrogen-based clean energy solutions to help businesses and communities decarbonize in the near term.
HNO stands for Hydrogen and Oxygen and our experienced management team has over 13 years of expertise in the green hydrogen production industry.
HNO provides green hydrogen systems engineering design, integration, and products to multiple markets, which include: (i) the zero-emission vehicle and mobile equipment market consisting of hydrogen fuel cell electric passenger vehicles, material handling equipment such as forklifts and airport ground support equipment, as well as the medium and heavy-duty truck market; (ii) the current and emerging hydrogen gas markets encompassing ammonia, fertilizer, steel, mining, electronics, semiconductors, and fuel cell electric vehicles; (iii) and the gasoline and diesel engine emissions and maintenance reduction product and services market.
HNO is at the forefront of developing innovative integrated products that cater to various uses of green hydrogen, both current and future. These include:
| · | Hydrogen refueling and generation systems for Fuel Cell Electric vehicles, such as forklifts, drones, cars, and trucks, as well as for zero-emission heating and cooking applications. |
| · | Small to mid-scale green hydrogen production facilities with a capacity of 100kg/day to 5,000kg/day. These facilities can help decarbonize industrial processes and increase the use of hydrogen and hydrogen-based fuels for transportation and material handling. |
| · | Hydrogen technologies that decrease emissions and maintenance for existing gasoline and diesel internal combustion engines. This can aid companies in decarbonizing their operations in the short term. |
Available Information
All reports of the Company filed with the SEC are available free of charge through the SEC’s website at www.sec.gov. In addition, the public may read and copy materials filed by the Company at the SEC’s Public Reference Room located at 100 F Street, N.E., Washington, D.C. 20549. The public may also obtain additional information on the operation of the Public Reference Room by calling the Commission at 1-800-SEC-0330.
Where You Can Find Us
Our executive offices are located at 41558 Eastman Drive, Suite B, Murrieta, CA 92562, and our telephone number is (951) 305-8872. Our website address is www.hnointl.com. Information contained on our website does not form part of this prospectus and is intended for informational purposes only.
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THE OFFERING
| Common Stock outstanding before the offering | 419,341,584 shares of Common Stock. | |
| Common Stock to be outstanding after giving effect to the issuance of 1,095,869 shares of Common Stock pursuant to the EFA | 420,437,453 shares of Common Stock. | |
| Use of Proceeds | We will not receive any of the proceeds from any sale of the shares of Common Stock by the Selling Security Holder. We will receive proceeds from the purchase of the Common Stock under the EFA from the Selling Security Holder. See “Use of Proceeds.” | |
| Risk Factors | The Common Stock offered hereby involves a high degree of risk and should not be purchased by investors who cannot afford the loss of their entire investment. See “Risk Factors” beginning on page 8. | |
| Trading Symbol | The Company’s Common Stock is quoted on the OTC Markets under the symbol “HNOI.” |
The number of shares of Common Stock outstanding is based on an aggregate of 419,341,584 shares outstanding as of October 25, 2023 and excludes the shares of Common Stock issuable upon the purchase of the Shares under the EFA.
For a more detailed description of the EFA, see “Private Placement”.
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RISK FACTORS
This offering involves a high degree of risk. You should carefully consider the risks and uncertainties described below in addition to the other information contained in this prospectus before deciding whether to invest in shares of our Common Stock. If any of the following risks occur, our business, financial condition or operating results could be harmed. In that case, you may lose part or all of your investment. In the opinion of management, the risks discussed below represent the material risks known to the Company. Additional risks and uncertainties not currently known to us or that we currently deem immaterial may also impair our business operations and adversely affect the investment in our Common Stock. You should purchase our Common Stock only if you can afford a complete loss of your investment. You should consider all the risks before buying our Common Stock, which may include:
| · | limited operating history and net losses; |
| · | unpredictable events, such as the COVID-19 outbreak, and associated business disruptions; |
| · | changes in laws, regulations and guidelines; |
| · | decrease in demand for hydrogen solutions and systems due to certain research findings, proceedings, or negative media attention; |
| · | damage to reputation as a result of negative publicity; |
| · | exposure to product liability claims, actions and litigation; |
| · | risks associated with product recalls; |
| · | product viability; |
| · | continuing research and development efforts to respond to technological and regulatory changes; |
| · | maintenance of effective quality control systems; |
| · | changes to energy prices and supply; |
| · | risks associated with expansion into new jurisdictions; |
| · | regulatory compliance risks; and |
| · | potential delisting resulting in reduced liquidity of our Common Shares. |
Risks Related to Our Business
We need to continue as a going concern if our business is to succeed.
Our independent registered public accounting firm reports on our audited financial statements for the years ended October 31, 2022 and 2021, indicate that there are a number of factors that raise substantial risks about our ability to continue as a going concern. Such factors identified in the report are our accumulated deficit since inception, our failure to attain profitable operations, the excess of liabilities over assets, and our dependence upon obtaining adequate additional financing to pay our liabilities. If we are not able to continue as a going concern, investors could lose their investments.
We have a limited operating history.
We have a limited operating history. We will, in all likelihood, sustain operating expenses without corresponding revenues, at least for the foreseeable future. We can make no assurances that we will be able to effectuate our strategies or otherwise to generate sufficient revenue to continue operations.
During the year ended October 31, 2022, our total revenue was $34,450, and we had a net loss of $1,071,309. During the nine-months ended July 31, 2023, our total revenue was $13,000, and we had a net loss of $962,028.
Our estimates of capital, personnel, equipment, and facilities required for our proposed operations are based on certain other existing businesses operating under projected business conditions and plans. We believe that our estimates are reasonable, but it is not possible to determine the accuracy of such estimates at this point. In formulating our business plan, we have relied on the judgment of our officers and directors and their experience in developing businesses. We can make no assurances that we will be able to obtain sufficient financing or implement successfully the business plan we have devised. Further, even with sufficient financing, there can be no assurance that we will be able to operate our business on a profitable basis. We can make no assurances that our projected business plan will be realized or that any of our assumptions will prove to be correct.
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We are subject to a variety of possible risks that could adversely impact our revenues, results of operations or financial condition. Some of these risks relate to general economic and financial conditions, while others are more specific to us and the carbon emissions industry in which we operate. The following factors set out potential risks we have identified that could adversely affect us. The risks described below may not be the only risks we face. Additional risks that we do not yet know of, or that we currently think are immaterial, could also have a negative impact on our business operations or financial condition.
We operate in a highly competitive industry.
The climate and carbon treatment business is highly competitive and constantly changing. Our competitors include not only other large multinational companies, but also smaller entities that operate in local or regional markets as well as new forms of market participants.
Competitive challenges also arise from rapidly-evolving and new technologies in the carbon capture space, creating opportunities for new and existing competitors and a need for continued significant investment in research and development.
A number of our existing or potential competitors may have substantially greater financial, technical, and marketing resources, larger investor bases, greater name recognition, and more established relationships with their investors, and more established sources of deal flow and investment opportunities than we do. This may enable our competitors to: develop and expand their services and develop infrastructure more quickly and achieve greater scale and cost efficiencies; adapt more quickly to new or emerging markets and opportunities, strategies, techniques, technologies, and changing investor needs; take advantage of acquisitions and other market opportunities more readily; establish operations in new markets more rapidly; devote greater resources to the marketing and sale of their products and services; adopt more aggressive pricing policies; and provide clients with additional benefits at lower overall costs in order to gain market share. If our competitive advantages are not compelling or sustainable and we are not able to effectively compete with larger competitors, then we may not be able to increase or sustain cash flow.
We will need to raise funding, which may not be available on acceptable terms, or at all. Failure to obtain this necessary capital when needed may force us to delay, limit or terminate our product development efforts or other operations.
We will need to seek funds soon, through public or private equity or debt financings, government or other third-party funding, marketing and distribution arrangements and other collaborations, strategic alliances or a combination of these approaches. Raising funds in the current economic environment may present additional challenges. It is not certain that we have accounted for all costs and expenses of future development and regulatory compliance. Even if we believe we have sufficient funds for our current or future operating plans, we may seek additional capital if market conditions are favorable or if we have specific strategic considerations.
Our future growth may be limited.
Our ability to achieve our expansion objectives and to manage our growth effectively depends upon a variety of factors, including our ability to further develop use of methodology, solutions and systems, to attract and retain skilled employees, to successfully position and market the Company, to protect our existing intellectual property, to capitalize on the potential opportunities we are pursuing with third parties, and sufficient funding. To accommodate growth and compete effectively, we will need working capital to maintain adequate operating levels, develop additional procedures and controls and increase, train, motivate and manage our work force. There is no assurance that our personnel, systems, procedures and controls will be adequate to support our potential future operations.
We rely on key personnel.
Our success also will depend in large part on the continued service of our key operational and management personnel, including executive staff, research and development, engineering, marketing and sales staff. We face intense competition from our competitors, customers and other companies throughout the industry. Any failure on our part to hire, train and retain a sufficient number of qualified professionals could impair the our business.
We may need to defend ourselves against intellectual property infringement claims, which may be time-consuming and cause us to incur substantial costs.
Companies, organizations or individuals, including our competitors, may own or obtain intellectual property or other proprietary rights that would prevent or limit our ability to make, use, develop or sell our concept, which could make it more difficult for us to operate our business. We may receive inquiries from intellectual property owners inquiring whether we infringe their proprietary rights.
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Our business may be adversely affected if we are unable to protect our intellectual property rights from unauthorized use by third parties.
Failure to adequately protect our intellectual property rights could result in our competitors offering similar products, potentially resulting in the loss of some of our competitive advantage, and a decrease in our revenue which would adversely affect our business, prospects, financial condition and operating results. Our success depends, at least in part, on our ability to protect our core methodology and intellectual property. To accomplish this, we will rely on a combination of intellectual property, trade secrets (including know-how), employee and third-party nondisclosure agreements, copyright, trademarks, intellectual property licenses and other contractual rights to establish and protect our rights in our technology. Patent, trademark, and trade secret laws vary significantly throughout the world.
Confidentiality agreements with employees and others may not adequately prevent disclosure of trade secrets and other proprietary information.
In order to protect our proprietary technology and processes, we also rely in part on confidentiality agreements with our employees, consultants, outsource manufacturers and other advisors. These agreements may not effectively prevent disclosure of confidential information and may not provide an adequate remedy in the event of unauthorized disclosure of confidential information. In addition, others may independently discover trade secrets and proprietary information. Costly and time-consuming litigation could be necessary to enforce and determine the scope of our proprietary rights, and failure to obtain or maintain trade secret protection could adversely affect our competitive business position.
We may not be successful in our potential business combinations.
We may, in the future, pursue acquisitions of other complementary businesses and technology licensing arrangements. We may also pursue strategic alliances and joint ventures that leverage our core products and industry experience to expand our product offerings and geographic presence. We have limited experience with respect to acquiring other companies and limited experience with respect to forming collaborations, strategic alliances and joint ventures.
If we were to make any acquisitions, we may not be able to integrate these acquisitions successfully into our existing business and could assume unknown or contingent liabilities. Any future acquisitions we make, could also result in large and immediate write-offs or the incurrence of debt and contingent liabilities, any of which could harm our operating results. Integrating an acquired company also may require management resources that otherwise would be available for ongoing development of our existing business.
Any future indebtedness reduces cash available for distribution and may expose us to the risk of default under debt obligations that we may incur in the future.
Payments of principal and interest on borrowings that we may incur in the future may leave us with insufficient cash resources to operate the business. Our level of debt and the limitations imposed on us by debt agreements could have significant material and adverse consequences, including the following:
| · | Our cash flow may be insufficient to meet our required principal and interest payments; |
| · | We may be unable to borrow additional funds as needed or on favorable terms, or at all; |
| · | We may be unable to refinance our indebtedness at maturity or the refinancing terms may be less favorable than the terms of our original indebtedness; |
| · | To the extent we borrow debt that bears interest at variable rates, increases in interest rates could materially increase our interest expense; |
| · | To the extent we borrow debt that bears interest at variable rates, increases in interest rates could materially increase our interest expense; and |
| · | Our default under any loan with cross default provisions could result in a default on other indebtedness. |
If any one of these events were to occur, our financial condition, results of operations, cash flow, and our ability to make distributions to our shareholders could be materially and adversely affected.
Our results of operations are highly susceptible to unfavorable economic conditions.
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We are exposed to risks associated with weak or uncertain regional or global economic conditions and disruption in the financial markets. The global economy continues to be challenging in some markets. Uncertainty about the strength of the global economy generally, or economic conditions in certain regions or market sectors, and a degree of caution on the part of some marketers, can have an effect on the demand for advertising and marketing communication services. In addition, market conditions can be adversely affected by natural and human disruptions, such as natural disasters, severe weather events, military conflict or public health crises. Our industry can be affected more severely than other sectors by an economic downturn and can recover more slowly than the economy in general. In the past, some clients have responded to weak economic and financial conditions by reducing their marketing budgets, which include discretionary components that are easier to reduce in the short term than other operating expenses. This pattern may recur in the future. Furthermore, unexpected revenue shortfalls can result in misalignments of costs and revenues, resulting in a negative impact to our operating margins. If our business is significantly adversely affected by unfavorable economic conditions or other market disruptions that adversely affect client spending, the negative impact on our revenue could pose a challenge to our operating income and cash generation from operations.
We may not be able to meet our performance targets and milestones.
From time to time, we communicate to the public certain targets and milestones for our financial and operating performance that are intended to provide metrics against which to evaluate our performance. They should not be understood as predictions or guidance about our expected performance. Our ability to meet any target or milestone is subject to inherent risks and uncertainties, and we caution investors against placing undue reliance on them.
We have limited personal liability.
Our Articles of Incorporation and Bylaws generally provide that the liability of our officers and directors will be eliminated to the fullest extent allowed under law for their acts on behalf of our Company.
It is possible investors may lose their entire investment.
We will be reliant on the proceeds of this offering to expand our operations. We may not be successful in implementing our business strategy or that we will be successful in achieving our objectives. Our prospects for success must be considered in the context of a thinly capitalized company in a highly competitive market. As a result, investors may lose their entire investment.
If we fail to establish and maintain an effective system of internal control, we may not be able to report our financial results accurately or to prevent fraud. Any inability to report and file our financial results accurately and timely could harm our reputation and adversely impact the trading price of our common stock.
Effective internal control is necessary for us to provide reliable financial reports and prevent fraud. If we cannot provide reliable financial reports or prevent fraud, we may not be able to manage our business as effectively as we would if an effective control environment existed, and our business and reputation with investors may be harmed. As a result, our small size and any current internal control deficiencies may adversely affect our financial condition, results of operation and access to capital. We have not performed an in-depth analysis to determine if historical un-discovered failures of internal controls exist, and may in the future discover areas of our internal control that need improvement.
Public company compliance may make it more difficult to attract and retain officers and directors.
The Sarbanes-Oxley Act and new rules subsequently implemented by the SEC have required changes in corporate governance practices of public companies. As a public company, we expect these new rules and regulations to increase our compliance costs in 2022 and beyond and to make certain activities more time consuming and costly. As a public company, we also expect that these new rules and regulations may make it more difficult and expensive for us to obtain director and officer liability insurance in the future and we may be required to accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage. As a result, it may be more difficult for us to attract and retain qualified persons to serve on our Board of Directors or as executive officers.
Risks Related to Our Market
We may be unable to successfully execute and operate our green hydrogen production projects and such projects may cost more and take longer to complete than we expect.
As part of our vertical integration strategy, we are developing and constructing green hydrogen production facilities at locations across the United States and Canada. Our ability to successfully complete and operate these projects is not guaranteed. These projects will impact our ability to meet and supplement the hydrogen demands for our products and services, for both existing and prospective customers. Our hydrogen production projects are dependent, in part, upon our ability to meet our internal demand for electrolyzers required for such projects. Electrolyzer demand by external customers may concurrently affect our ability to meet the internal electrolyzer demand from our hydrogen production projects. The timing and cost to complete the construction of our hydrogen production projects are subject to a number of factors outside of our control and such projects may take longer and cost more to complete and become operational than we expect.
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Furthermore, the viability and competitiveness of our green hydrogen production facilities will depend, in part, upon favorable laws, regulations, and policies related to hydrogen production. Some of these laws, regulations, policies are nascent, and there is no guarantee that they will be favorable to our projects. Additionally, our facilities will be subject to numerous and new permitting, regulations, laws, and policies, many of which might vary by jurisdiction. Hydrogen production facilities are also subject to robust competition from well-established multi-national companies in the energy industry. There is no guarantee that our hydrogen production strategy will be successful, amidst this competitive environment.
We will continue to be dependent on certain third-party key suppliers for components in our products. The failure of a supplier to develop and supply components in a timely manner or at all, or our inability to obtain substitute sources of these components on a timely basis or on terms acceptable to us, could impair our ability to manufacture our products or could increase our cost of production.
We rely on certain key suppliers for critical components in our products, and there are numerous other components for our products that are sole sourced. If we fail to maintain our relationships with our suppliers or build relationships with new suppliers, or if suppliers are unable to meet our demand, we may be unable to manufacture our products, or our products may be available only at a higher cost or after a delay. In addition, to the extent that our supply partners use technology or manufacturing processes that are proprietary, we may be unable to obtain comparable components from alternative sources. Furthermore, we may become increasingly subject to domestic content sourcing requirements and Buy America preferences, as required under certain United States federal infrastructure funding sources. Domestic content preferences and Buy America requirements potential mandate that we source certain components and materials from within the United States. Conformity with these provisions potentially depends upon our ability to increasingly source components or certain materials from within the United States. An inability to meet these requirements could have a material adverse effect on our ability to successfully compete for certain projects or awards utilizing federal funds subject to such mandates.
The failure of a supplier to develop and supply components in a timely manner or at all, or to develop or supply components that meet our quality, quantity and cost requirements, or our inability to obtain substitute sources of these components on a timely basis or on terms acceptable to us, could impair our ability to manufacture our products or could increase our cost of production. If we cannot obtain substitute materials or components on a timely basis or on acceptable terms, we could be prevented from delivering our products to our customers within required timeframes. Any such delays could result in sales and installation delays, cancellations, penalty payments or loss of revenue and market share, any of which could have a material adverse effect on our business, results of operations, and financial condition.
Our products and services face intense competition.
The markets for energy products, including PEM fuel cells, electrolyzers, and hydrogen production are intensely competitive. Some of our competitors are much larger than we are and may have the manufacturing, marketing and sales capabilities to complete research, development, and commercialization of profitable, commercially viable products more quickly and effectively than we can. There are many companies engaged in all areas of traditional and alternative energy generation in the United States and abroad, including, among others, major electric, oil, chemical, natural gas, battery, generator and specialized electronics firms, as well as universities, research institutions and foreign government-sponsored companies. These firms are engaged in forms of power generation such as advanced battery technologies, generator sets, fast charged technologies and other types of fuel cell technologies. Well established companies might similarly seek to expand into new types of energy products, including PEM fuel cells, electrolyzers, or hydrogen production. Additionally, some competitors may rely on other different competing technologies for fuel cells, electrolyzers, or hydrogen production. We believe our technologies have many advantages. In the near future, we expect the demand for these products – electrolyzers in particular – to largely offset any hypothetical market preference for competing technologies. However, changes in customer preferences, the marketplace, or government policies could favor competing technologies. The primary current value proposition for our fuel cell customers stems from productivity gains in using our solutions. Longer term, given evolving market dynamics and changes in alternative energy tax credits, if we are unable to successfully develop future products that are competitive with competing technologies in terms of price, reliability and longevity, customers may not buy our products. Technological advances in alternative energy products, battery systems or other fuel cell, electrolyzer, or hydrogen technologies may make our products less attractive or render them obsolete.
Risks Related to Financing Our Business
Expenses required to operate as a public company will reduce funds available to develop our business and could negatively affect our stock price and adversely affect our results of operations, cash flow and financial condition.
Operating as a public company is more expensive than operating as a private company, including additional funds required to obtain outside assistance from legal, accounting, investor relations, or other professionals that could be more costly than planned. We may also be required to hire additional staff to comply with SEC reporting requirements. We anticipate that these costs will be approximately $200,000-$300,000 annually. Our failure to comply with reporting requirements and other provisions of securities laws could negatively affect our results of operations, cash flow and financial condition.
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Our growth depends on external sources of capital, which may not be available on favorable terms or at all. In addition, investors, banks and other financial institutions may be reluctant to enter into any lending or financial transactions with us, because we intend to enter into a mining excavation operation that could have environmental impacts if not managed properly. If any of the source of funding is unavailable to us, our growth may be limited, and our operating profit may be impaired.
We may not be in a position to take advantage of attractive investment opportunities for growth if we are unable, due to global or regional economic uncertainty, changes in the provincial or federal regulatory environment relating to the extraction, processing and distribution of our products or otherwise, to access capital markets on a timely basis and on favorable terms or at all. Because we intend to grow our business, this limitation may require us to raise additional equity or incur debt at a time when it may be disadvantageous to do so.
Our access to capital will depend upon several factors over which we have little or no control, including general market conditions and the market’s perception of our current and potential future earnings. If general economic instability or downturn leads to an inability to obtain capital to finance, the operation could be negatively impacted. In addition, investors, banks and other financial institutions may be reluctant to enter into financing transactions with us, because we intend to operate a mining excavation operation. If this source of funding is unavailable to us, our growth may be limited.
Our ability to raise funding is subject to all the above factors and will also be affected by our future financial position, results of operations and cash flows. All these events would have a material adverse effect on our business, financial condition, liquidity, and results of operations.
Any future indebtedness reduces cash available for distribution and may expose us to the risk of default under debt obligations that we may incur in the future.
Payments of principal and interest on borrowings that we may incur in the future may leave us with insufficient cash resources to operate the business. Our level of debt and the limitations imposed on us by debt agreements could have significant material and adverse consequences, including the following:
| · | our cash flow may be insufficient to meet our required principal and interest payments; |
| · | we may be unable to borrow additional funds as needed or on favorable terms; |
| · | we may be unable to refinance our indebtedness at maturity or the refinancing terms may be less favorable than the terms of our original indebtedness; |
| · | to the extent we borrow debt that bears interest at variable rates, increases in interest rates could materially increase our interest expense; |
| · | we may default on our obligations or violate restrictive covenants; in which case the lenders may accelerate these debt obligations; and |
| · | default under any loan with cross default provisions could result in a default on other indebtedness. |
If any one of these events were to occur, our financial condition, results of operations, cash flow, and our ability to make distributions to our shareholders could be materially and adversely affected.
Risks Related to Regulation
Applicable state and international laws may prevent us from maximizing our potential income.
Depending on the laws of each particular State, we may not be able to fully realize our potential to generate profit. Furthermore, cities and counties are being given broad discretion to use other carbon capture methodologies. Depending on the laws of international countries and the States, we might not be able to fully realize our potential to generate profit.
Risks Related to Our Common Stock
Because the SEC imposes additional sales practice requirements on brokers who deal in our shares that are penny stocks, some brokers may be unwilling to trade them. This means that investors may have difficulty reselling their shares and may cause the price of the shares to decline.
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Our shares qualify as penny stocks and are covered by Section 15(g) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which imposes additional sales practice requirements on broker/dealers who sell our securities in this offering or in the aftermarket. In particular, prior to selling a penny stock, broker/dealers must give the prospective customer a risk disclosure document that: contains a description of the nature and level of risk in the market for penny stocks in both public offerings and secondary trading; contains a description of the broker/dealers’ duties to the customer and of the rights and remedies available to the customer with respect to violations of such duties or other requirements of Federal securities laws; contains a brief, clear, narrative description of a dealer market, including “bid” and “ask” prices for penny stocks and the significance of the spread between the bid and ask prices; contains the toll free telephone number for inquiries on disciplinary actions established pursuant to section 15(A)(i); defines significant terms used in the disclosure document or in the conduct of trading in penny stocks; and contains such other information, and is in such form (including language, type size, and format), as the SEC requires by rule or regulation. Further, for sales of our securities, the broker/dealer must make a special suitability determination and receive from you a written agreement before making a sale to you. Because of the imposition of the foregoing additional sales practices, it is possible that brokers will not want to make a market in our shares. This could prevent reselling of shares and may cause the price of the shares to decline.
Our stock may be traded infrequently and in low volumes, so you may be unable to sell your shares at or near the quoted bid prices if you need to sell your shares.
Until our common stock is listed on a national securities exchange such as the New York Stock Exchange or the Nasdaq, we expect our common stock to remain eligible for quotation on the OTC Markets, or on another over-the-counter quotation system. In those venues, however, the shares of our common stock may trade infrequently and in low volumes, meaning that the number of persons interested in purchasing our common shares at or near bid prices at any given time may be relatively small or non-existent. An investor may find it difficult to obtain accurate quotations as to the market value of our common stock or to sell his or her shares at or near bid prices or at all. In addition, if we fail to meet the criteria set forth in SEC regulations, various requirements would be imposed by law on broker-dealers who sell our securities to persons other than established customers and accredited investors. Consequently, such regulations may deter broker-dealers from recommending or selling our common stock, which may further affect the liquidity of our common stock. This would also make it more difficult for us to raise capital.
There currently is no active public market for our common stock and there can be no assurance that an active public market will ever develop. Failure to develop or maintain a trading market could negatively affect the value of our common stock and make it difficult or impossible for you to sell your shares.
There is currently no active public market for shares of our common stock and one may never develop. Our common stock is quoted on the OTC Markets. The OTC Markets is a thinly traded market and lacks the liquidity of certain other public markets with which some investors may have more experience. We may not ever be able to satisfy the listing requirements for our common stock to be listed on a national securities exchange, which is often a more widely-traded and liquid market. Some, but not all, of the factors which may delay or prevent the listing of our common stock on a more widely-traded and liquid market include the following: our stockholders’ equity may be insufficient; the market value of our outstanding securities may be too low; our net income from operations may be too low; our common stock may not be sufficiently widely held; we may not be able to secure market makers for our common stock; and we may fail to meet the rules and requirements mandated by the several exchanges and markets to have our common stock listed. Should we fail to satisfy the initial listing standards of the national exchanges, or our common stock is otherwise rejected for listing, and remains listed on the OTC Markets or is suspended from the OTC Markets, the trading price of our common stock could suffer and the trading market for our common stock may be less liquid and our common stock price may be subject to increased volatility, making it difficult or impossible to sell shares of our common stock.
Our common stock is subject to the “penny stock” rules of the SEC and the trading market in the securities is limited, which makes transactions in the stock cumbersome and may reduce the value of an investment in the stock.
Rule 15g-9 under the Exchange Act establishes the definition of a “penny stock,” for the purposes relevant to us, as any equity security that has a market price of less than $5.00 per share or with an exercise price of less than $5.00 per share, subject to certain exceptions. For any transaction involving a penny stock, unless exempt, the rules require: (a) that a broker or dealer approve a person’s account for transactions in penny stocks; and (b) the broker or dealer receive from the investor a written agreement to the transaction, setting forth the identity and quantity of the penny stock to be purchased.
In order to approve a person’s account for transactions in penny stocks, the broker or dealer must: (a) obtain financial information and investment experience objectives of the person and (b) make a reasonable determination that the transactions in penny stocks are suitable for that person and the person has sufficient knowledge and experience in financial matters to be capable of evaluating the risks of transactions in penny stocks.
The broker or dealer must also deliver, prior to any transaction in a penny stock, a disclosure schedule prescribed by the SEC relating to the penny stock market, which, in highlight form: (a) sets forth the basis on which the broker or dealer made the suitability determination; and (b) confirms that the broker or dealer received a signed, written agreement from the investor prior to the transaction. Generally, brokers may be less willing to execute transactions in securities subject to the “penny stock” rules. This may make it more difficult for investors to dispose of our common stock and cause a decline in the market value of our common stock.
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Disclosure also has to be made about the risks of investing in penny stocks in both public offerings and in secondary trading and about the commissions payable to both the broker or dealer and the registered representative, current quotations for the securities and the rights and remedies available to an investor in cases of fraud in penny stock transactions. Finally, monthly statements have to be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stocks.
Our stock price may be volatile.
The market price of our common stock is likely to be highly volatile and could fluctuate widely in price in response to various factors, many of which are beyond our control, including the following:
| · | The continued effects of the COVID-19 pandemic and its variants; | |
| · | The impact of conflict between the Russian Federation and Ukraine on our operations; | |
| · | Geo-political events, such as the crisis in Ukraine, government responses to such events and the related impact on the economy both nationally and internationally; | |
| · | Changes in our industry; | |
| · | Competitive pricing pressures; | |
| · | Our ability to obtain working capital financing; | |
| · | Additions or departures of key personnel; | |
| · | Sales of our common stock; | |
| · | Our ability to execute our business plan; | |
| · | Operating results that fall below expectations; | |
| · | Loss of any strategic relationship; | |
| · | Regulatory developments; and | |
| · | Economic and other external factors. |
In addition, the securities markets have from time-to-time experienced significant price and volume fluctuations that are unrelated to the operating performance of particular companies. These market fluctuations may also materially and adversely affect the market price of our common stock.
Offers or availability for sale of a substantial number of shares of our common stock may cause the price of our common stock to decline.
If our stockholders sell substantial amounts of our common stock in the public market, including upon the expiration of any statutory holding period under Rule 144, or issued upon the conversion of preferred stock or exercise of warrants, it could create a circumstance commonly referred to as an "overhang" and in anticipation of which the market price of our common stock could fall. The existence of an overhang, whether or not sales have occurred or are occurring, also could make more difficult our ability to raise additional financing through the sale of equity or equity-related securities in the future at a time and price that we deem reasonable or appropriate.
Offers or availability for sale of a substantial number of shares of our common stock may cause the price of our common stock to decline.
If our stockholders sell substantial amounts of our common stock in the public market, including upon the expiration of any statutory holding period under Rule 144, or issued upon the conversion of preferred stock or exercise of warrants, it could create a circumstance commonly referred to as an "overhang" and in anticipation of which the market price of our common stock could fall. The existence of an overhang, whether or not sales have occurred or are occurring, also could make more difficult our ability to raise additional financing through the sale of equity or equity-related securities in the future at a time and price that we deem reasonable or appropriate.
Your percentage of ownership may become diluted if we issue new Common Stock or other securities, including shares that are eligible for exchange.
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Our board of directors is authorized, without your approval, to cause us to issue additional Common Stock to raise capital through the issuance of Common Stock (including equity or debt securities convertible into Common Stock), and other rights, on terms and for consideration as our board of directors in its sole discretion may determine. Any such issuance could result in dilution of the equity of our shareholders.
We have many authorized but unissued shares of our common stock.
We have a large number of authorized but unissued shares of Common Stock, which our management may issue without further stockholder approval, thereby causing dilution of your holdings of our Common Stock. Our management will continue to have broad discretion to issue shares of our common stock in a range of transactions, including capital-raising transactions, mergers, acquisitions, and other transactions, without obtaining stockholder approval, unless stockholder approval is required. If our management determines to issue shares of our Common Stock from the large pool of authorized but unissued shares for any purpose in the future, your ownership position would be diluted without your further ability to vote on that transaction.
The market valuation of our business may fluctuate due to factors beyond our control and the value of your investment may fluctuate correspondingly.
The market valuation of emerging growth companies, such as us, frequently fluctuate due to factors unrelated to the past or present operating performance of such companies. Our market valuation may fluctuate significantly in response to a number of factors, many of which are beyond our control, including:
| 1. | Changes in securities analysts’ estimates of our financial performance, although there are currently no analysts covering our stock; |
| 2. | Fluctuations in stock market prices and volumes, particularly among securities of emerging growth companies; |
| 3. | Changes in market valuations of similar companies; |
| 4. | Announcements by us or our competitors of significant contracts, new technologies, acquisitions, commercial relationships, joint ventures or capital commitments; |
| 5. | Variations in our quarterly operating results; |
| 6. | Fluctuations in related labor cost; and |
| 7. | Additions or departures of key personnel. |
As a result, the value of your investment in us may fluctuate.
We have never paid dividends on our Common Stock.
We have never paid cash dividends on our Common Stock and do not presently intend to pay any dividends in the foreseeable future. Investors should not look to dividends as a source of income.
In the interest of reinvesting initial profits back into our business, we do not intend to pay cash dividends in the foreseeable future. Consequently, any economic return will initially be derived, if at all, from appreciation in the fair market value of our stock, and not as a result of dividend payments.
Risks Related to the Offering
Our existing stockholders may experience significant dilution from the sale of our common stock pursuant to the GHS Equity Financing Agreement.
The sale of our common stock to GHS in accordance with the EFA may have a dilutive impact on our shareholders. As a result, the market price of our common stock could decline. In addition, the lower our stock price is at the time we exercise Puts, the more shares of our common stock we will have to issue to GHS in order to exercise a Put under the EFA. If our stock price decreases, then our existing shareholders would experience greater dilution for any given dollar amount raised through the offering.
The perceived risk of dilution may cause our stockholders to sell their shares, which may cause a decline in the price of our common stock. Moreover, the perceived risk of dilution and the resulting downward pressure on our stock price could encourage investors to engage in short sales of our common stock. By increasing the number of shares offered for sale, material amounts of short selling could further contribute to progressive price declines in our common stock.
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The issuance of shares pursuant to the EFA may have a significant dilutive effect.
Depending on the number of shares we issue pursuant to the EFA, it could have a significant dilutive effect upon our existing shareholders. Although the number of shares that we may issue pursuant to the EFA will vary based on our stock price (the higher our stock price, the less shares we have to issue), there may be a potential dilutive effect to our shareholders, based on different potential future stock prices, if the full amount of the EFA is realized. Dilution is based upon common stock put to GHS and the stock price discounted to GHS’s purchase price.
GHS will pay less than the then-prevailing market price of our common stock which could cause the price of our common stock to decline.
Our common stock to be issued under the EFA will be purchased at a 20% discount, or 80% of the lowest traded price for our Common Stock during the ten consecutive trading days immediately preceding each Put.
GHS has a financial incentive to sell our shares immediately upon receiving them to realize the profit between the discounted price and the market price. If GHS sells our shares, the price of our common stock may decrease. If our stock price decreases, GHS may have further incentive to sell such shares. Accordingly, the discounted sales price in the EFA may cause the price of our common stock to decline.
We may not have access to the full amount under the financing agreement.
The lowest traded price of our Common Stock for the ten consecutive trading days ended October 25, 2023 was $1.01. At that price we would be able to sell shares to GHS under the EFA at the discounted price of $0.808. At that discounted price, the 1,095,869 shares would only represent $885,462, which is below the full amount of the EFA. In addition, any single drawdown must be at least $10,000 and cannot exceed $500,000 and any single drawdown may not exceed 200% of the average daily trading dollar volume of our Common Stock during the ten trading days preceding the Put.
There could be unidentified risks involved with an investment in our securities.
The foregoing risk factors are not a complete list or explanation of the risks involved with an investment in the securities. Additional risks will likely be experienced that are not presently foreseen by us. Prospective investors must not construe this the information provided herein as constituting investment, legal, tax or other professional advice. Before making any decision to invest in our securities, you should read this entire Prospectus and consult with your own investment, legal, tax and other professional advisors. An investment in our securities is suitable only for investors who can assume the financial risks of an investment in us for an indefinite period of time and who can afford to lose their entire investment. We make no representations or warranties of any kind with respect to the likelihood of the success or the business of our Company, the value of our securities, any financial returns that may be generated or any tax benefits or consequences that may result from an investment in us.
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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This prospectus contains various “forward-looking statements.” You can identify forward-looking statements by the use of forward-looking terminology such as “believes,” “expects,” “may,” “would,” “could,” “should,” “seeks,” “approximately,” “intends,” “plans,” “projects,” “estimates” or “anticipates” or the negative of these words and phrases or similar words or phrases. You can also identify forward-looking statements by discussions of strategy, plans or intentions. These statements may be impacted by a number of risks and uncertainties.
The forward-looking statements are based on our beliefs, assumptions and expectations of our future performance taking into account all information currently available to us. These beliefs, assumptions and expectations are subject to risks and uncertainties and can change as a result of many possible events or factors, not all of which are known to us. If a change occurs, our business, financial condition, liquidity and results of operations may vary materially from those expressed in our forward-looking statements. You should carefully consider these risks before you make an investment decision with respect to our securities. For a further discussion of these and other factors that could impact our future results, performance or transactions, see the section entitled “Risk Factors.”
PRIVATE PLACEMENT
Equity Financing Agreement
On October 9, 2023, we entered the EFA and Registration Rights Agreement (the “Registration Rights Agreement”) with GHS, pursuant to which GHS agreed to purchase up to $10,000,000 in shares of our Common Stock, from time to time over the course of 24 months after effectiveness of a registration statement on Form S-1 (the “Registration Statement”) of the underlying shares of Common Stock.
The EFA grants us the right, from time to time at our sole discretion (subject to certain conditions) during the term of the EFA, 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 EFA) have passed since the closing of the most recent Put. The purchase price of the shares of Common Stock contained in a Put shall be 80% of the lowest traded price of our Common Stock during the ten consecutive Trading Days preceding the date of the Put notice. In the event that we uplist to Nasdaq or an equivalent national exchange, the discount will be 90% of the lowest volume-weighted average price. No Put will be made in an amount less than $10,000 or greater than $500,000 and any single drawdown may not exceed 200% of the average daily trading dollar volume of our Common Stock during the ten trading days preceding the Put. In no event are we 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 Exchange 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 Exchange Act.
The EFA 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 EFA; or on the date that is 24 months from the date of the EFA. Actual sales of shares of Common Stock to GHS under the EFA will depend on a variety of factors to be determined by us from time to time, including, among others, market conditions, the trading price of the Common Stock and determinations by us as to the appropriate sources of funding for the Company and its operations. The net proceeds under the EFA to us will depend on the frequency and prices at which we sell shares of our stock to GHS.
Pursuant to the EFA, we issued to GHS the Commitment Shares.
The Registration Rights Agreement provides that we shall (i) use our best efforts to file with the SEC the Registration Statement within 30 calendar days of the date of the Registration Rights Agreement; and (ii) have the Registration Statement declared effective by the SEC within 30 calendar days after the date the Registration Statement is filed with the SEC, but in no event more than calendar 90 days after the Registration Statement is filed.
We will use the proceeds from the Puts for general corporate and working capital purposes and acquisitions or assets, businesses or operations or for purposes our Board of Directors deems to be in the best interests of the Company.
See “Plan of Distribution” elsewhere in this prospectus for more information.
USE OF PROCEEDS
The Selling Security Holder will receive all the proceeds from the resales of the Shares under this prospectus. We will not receive any proceeds from these resales. To the extent we receive proceeds from the Puts to the Selling Security Holder, we will use those proceeds for general corporate and working capital purposes and acquisitions or assets, businesses or operations or for purposes our Board of Directors deems to be in the best interests of the Company. We have agreed to bear the certain expenses relating to the registration of the shares of Common Stock being registered herein for Selling Security Holder.
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See “Plan of Distribution” elsewhere in this prospectus for more information.
SELLING SECURITY HOLDER
This prospectus covers the offering of up to 1,120,622 shares of Common Stock being offered by the Selling Security Holder, which includes shares of Common Stock acquirable upon the issuance of Puts to the Selling Security Holder, as described herein, and also the Commitment Shares. We are registering the Shares and Commitment Shares in order to permit the Selling Security Holder to offer their shares of Common Stock for resale from time to time.
The table below lists the Selling Security Holder and other information regarding the “beneficial ownership” of the shares of Common Stock by the Selling Security Holder. In accordance with Rule 13d-3 of the Exchange Act, “beneficial ownership” includes any shares of Common Stock as to which the Selling Security Holder has sole or shared voting power or investment power and any shares of Common Stock the Selling Security Holder has the right to acquire within 60 days.
For purposes of shares to be issued under the EFA, the Selling Security Holder is an “underwriter” within the meaning of Section 2(a)(11) of the Securities Act.
The second column indicates the number of shares of Common Stock beneficially owned by the Selling Security Holder, based on its ownership as of October 25, 2023. The second column also assumes purchase of all shares of stock to be acquired under the maximum amount of securities to be sold by the Company to the Selling Security Holder, without regard to any limitations on purchase described in this prospectus or in the EFA.
The third column lists the shares of Common Stock being offered by this prospectus by the Selling Security Holder. Such aggregate amount of Common Stock does not take into account any applicable limitations on purchase of the securities under the EFA.
This prospectus covers the resale of (i) all of the shares of Common Stock issued and issuable upon the Company issuing a Put, (ii) all of the Commitment Shares, and (iii) any securities issued or then issuable upon any full anti-dilution protection, stock split, dividend or other distribution, recapitalization or similar event with respect to the shares of Common Stock.
Because the issuance price of the common shares may be adjusted, the number of shares of Common Stock that will actually be issued upon issuance of the common shares may be more or less than the number of shares of Common Stock being offered by this prospectus. The Selling Security Holder can offer all, some or none of its shares of Common Stock, thus we have no way of determining the number of shares of Common Stock it will hold after this offering. Therefore, the fourth and fifth columns assume that the Selling Security Holder will sell all shares of Common Stock covered by this prospectus. See “Plan of Distribution.”
The Selling Security Holder identified below has confirmed to us that it is not a broker-dealer or an affiliate of a broker-dealer within the meaning of United States federal securities laws.
Number of Shares of Common Stock Owned Prior to Offering(1) | Maximum Number of Shares of Common Stock to be Sold Pursuant to this Prospectus | Number of Shares of Common Stock Owned After Offering | Percentage Beneficially Owned After Offering | |||||||||||||
| GHS Investments, LLC (1) | 24,753 | 1,120,622 | (2) | — | — | |||||||||||
| TOTAL | 24,753 | 1,120,622 | — | — | ||||||||||||
_______________
| (1) | GHS Investments, LLC is a limited liability company organized under the laws of Nevada. Mark Grober has dispositive power over the shares owned by GHS. |
| (2) | 1,095,869 shares to be issued pursuant to the EFA and 24,753 Commitment Shares. |
Material Relationships with Selling Security Holder
The Selling Security Holder has not at any time during the past three years acted as one of our employees, officers or directors or had a material relationship with us except with respect to transactions described above in “Private Placement.”
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MARKET PRICE OF COMMON STOCK AND OTHER STOCKHOLDER MATTERS
Our Common Stock is currently quoted on the OTC Markets, which is sponsored by OTC Markets Group, Inc. The OTC Markets is a network of security dealers who buy and sell stock. The dealers are connected by a computer network that provides information on current “bids” and “asks,” as well as volume information. Our shares are quoted on the OTC Markets under the symbol “HNOI.”
The table below sets forth for the periods indicated the quarterly high and low bid prices as reported by OTC Markets. Limited trading volume has occurred during these periods. These quotations reflect inter-dealer prices, without retail mark-up, mark-down, or commission and may not necessarily represent actual transactions.
| Fiscal Year Ending October 31, 2023: | High | Low | ||||||
| First Quarter | $ | 1.82 | $ | 1.03 | ||||
| Second Quarter | $ | 2.27 | $ | 1.21 | ||||
| Third Quarter | $ | 15.00 | $ | 1.05 | ||||
| Fiscal Year Ended October 31, 2022: | High | Low | ||||||
| First Quarter | $ | 5.27 | $ | 4.50 | ||||
| Second Quarter | $ | 5.00 | $ | 5.00 | ||||
| Third Quarter | $ | 5.00 | $ | 5.00 | ||||
| Fourth Quarter | $ | 5.00 | $ | 1.82 | ||||
| Fiscal Year Ended October 31, 2021: | High | Low | ||||||
| First Quarter | $ | 2.25 | $ | 2.25 | ||||
| Second Quarter | $ | 2.25 | $ | 2.25 | ||||
| Third Quarter | $ | 2.25 | $ | 2.25 | ||||
| Fourth Quarter | $ | 6.00 | $ | 2.25 | ||||
Our common stock is considered to be penny stock under rules promulgated by the SEC. Under these rules, broker-dealers participating in transactions in these securities must first deliver a risk disclosure document which describes risks associated with these stocks, broker-dealers’ duties, customers’ rights and remedies, market and other information, and make suitability determinations approving the customers for these stock transactions based on financial situation, investment experience and objectives. Broker-dealers must also disclose these restrictions in writing, provide monthly account statements to customers, and obtain specific written consent of each customer. With these restrictions, the likely effect of designation as a penny stock is to decrease the willingness of broker-dealers to make a market for the stock, to decrease the liquidity of the stock and increase the transaction cost of sales and purchases of these stocks compared to other securities.
The high and low bid price for shares of our Common Stock on October 25, 2023, was $1.095 and $1,095, respectively, based upon bids that represent prices quoted by broker-dealers on the OTC Markets.
Approximate Number of Equity Security Holders
As of October 25, 2023, there were approximately 701 stockholders of record. Because shares of our Common Stock are held by depositaries, brokers and other nominees, the number of beneficial holders of our shares is substantially larger than the number of stockholders of record.
Dividends
We have not declared or paid a cash dividend to our stockholders since we were organized and does not intend to pay dividends in the foreseeable future. Our board of directors presently intends to retain any earnings to finance our operations and does not expect to authorize cash dividends in the foreseeable future. Any payment of cash dividends in the future will depend upon our earnings, capital requirements and other factors.
Section 15(g) of the Securities Exchange Act of 1934
Our shares are covered by section 15(g) of the Exchange Act that imposes additional sales practice requirements on broker/dealers who sell such securities to persons other than established customers and accredited investors (generally institutions with assets in excess of $5,000,000 or individuals with net worth in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 jointly with their spouses). For transactions covered by the Rule, the broker/dealer must make a special suitability determination for the purchase and have received the purchaser's written agreement to the transaction prior to the sale. Consequently, the Rule may affect the ability of broker/dealers to sell our securities and also may affect your ability to sell your shares in the secondary market.
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Section 15(g) also imposes additional sales practice requirements on broker/dealers who sell penny securities. These rules require a one-page summary of certain essential items. The items include the risk of investing in penny stocks in both public offerings and secondary marketing; terms important to in understanding of the function of the penny stock market, such as bid and offer quotes, a dealers spread and broker/dealer compensation; the broker/dealer compensation, the broker/dealers’ duties to its customers, including the disclosures required by any other penny stock disclosure rules; the customers’ rights and remedies in cases of fraud in penny stock transactions; and, the FINRA’s toll free telephone number and the central number of the North American Securities Administrators Association, for information on the disciplinary history of broker/dealers and their associated persons.
Penny Stock
Our stock is considered a penny stock. The SEC has adopted rules that regulate broker-dealer practices in transactions in penny stocks. Penny stocks are generally equity securities with a market price of less than $5.00, other than securities registered on certain national securities exchanges or quoted on the NASDAQ system, provided that current price and volume information with respect to transactions in such securities is provided by the exchange or system. The penny stock rules require a broker-dealer, prior to a transaction in a penny stock, to deliver a standardized risk disclosure document prepared by the SEC, that: (a) contains a description of the nature and level of risk in the market for penny stocks in both public offerings and secondary trading; (b) contains a description of the broker’s or dealer’s duties to the customer and of the rights and remedies available to the customer with respect to a violation of such duties or other requirements of the securities laws; (c) contains a brief, clear, narrative description of a dealer market, including bid and ask prices for penny stocks and the significance of the spread between the bid and ask price; (d) contains a toll-free telephone number for inquiries on disciplinary actions; (e) defines significant terms in the disclosure document or in the conduct of trading in penny stocks; and (f) contains such other information and is in such form, including language, type size and format, as the SEC shall require by rule or regulation.
The broker-dealer also must provide, prior to effecting any transaction in a penny stock, the customer with: (a) bid and offer quotations for the penny stock; (b) the compensation of the broker-dealer and its salesperson in the transaction; (c) the number of shares to which such bid and ask prices apply, or other comparable information relating to the depth and liquidity of the market for such stock; and (d) a monthly account statement showing the market value of each penny stock held in the customer’s account. In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from those rules, the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written acknowledgment of the receipt of a risk disclosure statement, a written agreement as to transactions involving penny stocks, and a signed and dated copy of a written suitability statement.
These disclosure requirements may have the effect of reducing the trading activity for our Common Stock. Therefore, stockholders may have difficulty selling our securities.
Rule 10B-18 Transactions
During the year ended October 31, 2022, there were no repurchases of our common stock by the Company.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION
This Management’s Discussion and Analysis of Financial Condition and Results of Operations contain certain forward-looking statements. Historical results may not indicate future performance. Our forward-looking statements reflect our current views about future events; are based on assumptions and are subject to known and unknown risks and uncertainties that could cause actual results to differ materially from those contemplated by these statements. Factors that may cause differences between actual results and those contemplated by forward-looking statements include, but are not limited to, those discussed in the “Risk Factors” section. We undertake no obligation to publicly update or revise any forward-looking statements, including any changes that might result from any facts, events, or circumstances after the date hereof that may bear upon forward-looking statements. Furthermore, we cannot guarantee future results, events, levels of activity, performance, or achievements.
Overview
HNO focuses on systems engineering design, integration, and product development to generate green hydrogen-based clean energy solutions to help businesses and communities decarbonize in the near term.
HNO stands for Hydrogen and Oxygen and our experienced management team has over 13 years of expertise in the green hydrogen production industry.
We provide green hydrogen systems engineering design, integration, and products to multiple markets, which include: (i) the zero-emission vehicle and mobile equipment market consisting of hydrogen fuel cell electric passenger vehicles, material handling equipment such as forklifts and airport ground support equipment, as well as the medium and heavy-duty truck market; (ii) the current and emerging hydrogen gas markets encompassing ammonia, fertilizer, steel, mining, electronics, semiconductors, and fuel cell electric vehicles; (iii) and the gasoline and diesel engine emissions and maintenance reduction product and services market.
On May 16, 2023, we began accepting subscription agreements from investors as part of a $75 million offering under Regulation A. During the quarter ended July 31, 2023, we issued 1,968,032 shares of common stock under our Regulation A offering.
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Results of Operations
For the Three and Nine Months Ended July 31, 2023
Revenues. For the three months ended July 31, 2023, we generated no revenue compared to $17,225 for the three months ended July 31, 2022. During the nine months ended July 31, 2023, we generated $13,000 in revenues compared to $34,450 for the nine months ended July 31, 2022. Revenue generated was from hydrogen engineering services and combustion solutions.
Operating Expenses. Operating expenses for the three months ended July 31, 2023 were $976,028 compared to $827,401 for the same period in 2022, an increase of $148,627. During the three months ended July 31, 2023 were $460,802 compared to $387,782 for the same period in 2022, an increase of $73,020. This is attributable to the Company’s efforts to expand operations, which resulted in increased costs related to contract labor and general and administrative expenses. As 2023 progressed, we experienced a significant increase in hiring contract labor to support our Research and Development program. We also expanded our staff to support increased sales and marketing efforts.
General and Administrative, and Contract Labor Expenses. General and administrative, and contract labor expenses were $264,488 for the three months ended July 31, 2023, as compared to $202,385 during the same period in 2022. For the nine months ended July 31, 2023 general and administrative, and contract labor expenses were $556,641 as compared to $336,787 during the same period in 2022. Operating expenses changed due to the Company’s efforts to expand operations, resulting in increased costs related to contract labor and general and administrative expenses.
Net Loss. We incurred a net loss of $459,806 for the three months ended July 31, 2023, compared to a net loss of $370,531 for the three months ended July 31, 2022. For the nine months ended July 31, 2023 and July 31, 2022, we incurred a net loss of $962,028 and $792,883, respectively. Management will continue to make an effort to lower operating expenses and increase revenue.
For the Years Ended October 31, 2022 and 2021
Revenues - For the year ended October 31, 2022, revenue generated from hydrogen engineering services and combustion solutions was $34,450 compared to $0 for the year ended October 31, 2021. The corresponding increase in revenues of $34,450 is mainly attributable to our ability to secure contracts for hydrogen engineering services and combustion solutions during the current year.
Operating Expenses - Operating expenses for the year ended October 31, 2022, were $764,616 compared to $19,821 for the same period in 2021. This is attributable to our efforts to expand operations, which resulted in increased costs related to contract labor and general and administrative expenses. In 2022, we experienced a significant increase in hiring contract labor to support our Research and Development program. We also expanded our staff to support increased sales and marketing efforts.
Net Loss - Net loss for the year ended October 31, 2022, was $1,592,309 compared to a net loss of $19,821 during the same period in 2021.
General, Administrative, and Operating Expenses - General, Administrative, and Operating expenses were $764,616 for the year ended October 31, 2022, as compared to $19,821 during the same period in 2021. For the year ended October 31, 2022, General and Administrative expenses were $31,027, compared to $19,821 during the same period in 2021. Operating expenses changed due to the Company’s efforts to expand operations, resulting in increased costs related to contract labor and general and administrative expenses.
Liquidity and Capital Resources
For the Nine Months Ended July 31, 2023 and 2022
We incurred a net loss for the nine months ended July 31, 2023 and had an accumulated deficit of $41,130,638 at July 31, 2023. At July 31, 2023, we had a cash balance of $1,226,696, compared to a cash balance of $51,109 at October 31, 2022. At July 31, 2023, working capital was $398,175, compared to a working capital deficit of $527,224 at October 31, 2022. Our existing and available capital resources are not expected to be sufficient to satisfy our funding requirements through one year from the date of this filing in the absence of share issuances or other sources of financing.
We have not been able to generate sufficient cash from operating activities to fund our ongoing operations. We have raised capital through sales of common stock and debt securities.
The effect of existing or probable government regulations on our business is not known at this time. Due to the nature of our business, it is anticipated that there may be increasing government regulation that may cause us to have to take serious corrective actions or make changes to the business plan.
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There are no external sources of liquidity available to us at this time. We will need to raise additional capital through equity financings or other means in order to continue operations and meet its obligations. Failure to obtain additional funding could have a material adverse effect on our financial condition and the results of operations.
For the Years Ended October 31, 2022 and 2021
Our cash balance of $51,109 as of October 31, 2022, combined with the profits from its operations, is not sufficient to maintain operations. Therefore, we will need to raise additional funds in the near future to support our operations and growth plans. Our cash balance on October 31, 2021, was $0 for a difference of $51,109.
Cash Flow
For the Nine Months Ended July 31, 2023
The following table summarizes our cash flows for the periods indicated below:
For the Nine Months Ended July 31, 2023 | For the Nine Months Ended July 31, 2022 | |||||||
| Cash Used in Operating Activities | (897,565 | ) | (829,005 | ) | ||||
| Cash Provided by Financing Activities | 2,073,152 | 1,072,827 | ||||||
| Net cash provided by (used in) investing activities | — | (10 | ) | |||||
For the Years Ended October 31, 2022 and 2021
For the year ended October 31, 2022, we added $51,109 to our cash on hand. For the year ended October 31, 2021, we added $0 to our cash on hand.
No investing activities were undertaken during the years ended October 31, 2021 and October 31, 2022.
For the year ended October 31, 2022, we received $620,000 in financing. For the year ended October 31, 2021, we received $37,183 in financing.
Going Concern
Our financial statements have been prepared assuming we will continue as a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. During the nine months ended July 31, 2023, we incurred a net loss of $962,028 and used cash in operating activities of $897,565. These factors, among others, raise substantial doubt about our ability to continue as a going concern. These financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or amounts and the classification of liabilities that might result from this uncertainty.
Off-Balance Sheet Arrangements
There are no off-balance sheet arrangements with any party.
Critical Accounting Policies
Our discussion and analysis of results of operations and financial condition are based upon our condensed financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these condensed financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. We evaluate our estimates on an ongoing basis, including those related to provisions for uncollectible accounts receivable, inventories, valuation of intangible assets and contingencies and litigation. We base our estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.
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BUSINESS
Organization
HNO International, Inc. was incorporated in the State of Nevada on May 2, 2005 under the name “American Bonanza Resources Limited.” On March 19, 2009, we changed our name to “Clenergen Corporation.” On August 4, 2009, we acquired Clenergen Corporation Limited (UK), a United Kingdom corporation (“Limited”), and succeeded to the business of Limited. in April 2009, Limited acquired the assets of Rootchange Limited, a biofuel and biomass research and development company. On July 8, 2020, we changed our name to Excoin Ltd. and on August 31, 2021, we changed our name to “HNO International, Inc.” our current name.
Principal Business of the Company
HNO focuses on systems engineering design, integration, and product development to generate green hydrogen-based clean energy solutions to help businesses and communities decarbonize in the near term.
HNO stands for Hydrogen and Oxygen- and our experienced management team has over 13 years of expertise in the green hydrogen production industry.
We provide green hydrogen systems engineering design, integration, and products to multiple markets, which include: (i) the zero-emission vehicle and mobile equipment market consisting of hydrogen fuel cell electric passenger vehicles, material handling equipment such as forklifts and airport ground support equipment, as well as the medium and heavy-duty truck market; (ii) the current and emerging hydrogen gas markets encompassing ammonia, fertilizer, steel, mining, electronics, semiconductors, and fuel cell electric vehicles; (iii) and the gasoline and diesel engine emissions and maintenance reduction product and services market.
Our Business
We are at the forefront of developing innovative integrated products that cater to various uses of green hydrogen, both current and future. These include:
| · | Hydrogen refueling and generation systems for Fuel Cell Electric vehicles, such as forklifts, drones, cars, and trucks, as well as for zero-emission heating and cooking applications. |
| · | Small to mid-scale green hydrogen production facilities with a capacity of 100kg/day to 5,000kg/day. These facilities can help decarbonize industrial processes and increase the use of hydrogen and hydrogen-based fuels for transportation and material handling. |
| · | Hydrogen technologies that decrease emissions and maintenance for existing gasoline and diesel internal combustion engines. This can aid companies in decarbonizing their operations in the short term. |
The need for hydrogen refueling stations is growing as more fuel cell vehicles come on the road. Current solutions are expensive, require a long permitting and installation process, and consistently face outages. Our Compact Hydrogen Refueling System (“CHRS”) seeks to solve these problems and address market demand.
We are also involved with Scalable Green Hydrogen Production (“SGHP”) where the volume of hydrogen that can be produced is from 100 Kilograms per day to over 2,000 (or more) kilograms per day for use in commercial applications such as fuel for transportation, power generation, and industrial processes, as well as in the production of chemicals and materials. We also develop energy systems that complement the zero-emissions infrastructure, reduce harmful emissions such as black carbon and other greenhouse gasses, and cut maintenance costs of commercial diesel fleets. Our designs and integrates components from leading industry partners in order to transition fossil fuels to cleaner burning alternatives which promote lower emissions.
Hydrogen Refueling
The market for hydrogen refueling stations is currently in a state of growth, as the use of hydrogen fuel cell electric vehicles (“FCEVs”) is becoming more popular. Governments, private companies, and research institutions around the world are investing in the development of hydrogen refueling infrastructure to support the growth of the FCEV market.
Currently, most hydrogen refueling stations are located in California, Germany, Japan, and South Korea. These countries have actively invested in developing hydrogen infrastructure and, as a result, have a larger number of stations available.
According to a report by MarketsandMarkets, the global hydrogen refueling station market size was valued at USD 1.7 billion in 2020 and is projected to reach USD 7.5 billion by 2025, at a CAGR of 34.5% during the forecast period.[1]
However, the market for hydrogen refueling stations is still relatively small compared to other alternative fuels, such as electric charging stations. The high cost of building and maintaining hydrogen stations, lack of economies of scale, and lack of hydrogen production facilities, have hindered the market's growth.
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[1] https://www.marketsandmarkets.com/Market-Reports/green-hydrogen-market-92444177.html#:~:text=The%20global%20green%20hydrogen%20market,cagr%20during%20the%20forecast%20period.
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Despite these challenges, the market for hydrogen refueling stations is expected to grow in the future as the number of FCEVs on the road increases and more countries begin to invest in the development of hydrogen infrastructure.
Fuel Cell EV Growth
The expected growth of FCEVs is projected to be significant in the coming years. According to a report by MarketsandMarkets, the global fuel cell electric vehicle market size is projected to reach 1.63 million units by 2030, growing at a CAGR of 42.2% during the forecast period of 2025 to 2030.[2]
This growth is driven by several factors, including increasing government support and funding for the development of hydrogen infrastructure, advancements in fuel cell technology, and increasing consumer awareness and acceptance of FCEVs.
In addition, many countries have set ambitious targets to reduce greenhouse gas emissions, and deploying FCEVs is seen as a key measure to achieving these goals.
However, it's worth noting that the expected growth of FCEVs is highly dependent on the success of the hydrogen economy and the availability of hydrogen fueling stations. The growth of FCEVs also depends on the cost of hydrogen and the competition with other technologies such as battery electric vehicles.
Overall, the growth of FCEVs is expected to be significant in the coming years, but the growth rate may vary depending on the region and the success of the hydrogen economy.
Current Problems
There are several common problems associated with current hydrogen refueling stations:
| 1. | Cost: Building and maintaining hydrogen refueling stations can be expensive, and the high cost can be a barrier to the widespread deployment of the technology. |
| 2. | Limited availability: Hydrogen fueling stations are currently much less common than gasoline or electric charging stations, which can make it difficult for FCEV owners to find a refueling location. |
| 3. | Complexity: Hydrogen fueling stations are complex systems that require specialized knowledge and training to operate and maintain. |
| 4. | Safety concerns: Hydrogen is a highly flammable gas, and there are concerns about the safety of storing and dispensing it at refueling stations. |
| 5. | Hydrogen production: One of the major challenges with hydrogen refueling stations is their limited access to locally produced hydrogen, often relying on hydrogen created using processes that generate pollution, such as steam methane reforming, which undermines the environmental benefits of using hydrogen as a fuel source. |
| 6. | Lack of standardization: There is currently no standardization in the design and operation of hydrogen fueling stations, which can make it difficult for different types of vehicles to refuel at different stations. |
| 7. | Limited production capacity: The current capacity of hydrogen production is limited, which can make it difficult to supply enough hydrogen to meet the increasing demand for FCEVs. |
| 8. | Lack of economies of scale: The small number of hydrogen stations and vehicles currently in operation makes it difficult to achieve economies of scale and reduce costs. |
Overall, current hydrogen refueling stations face several challenges, but with ongoing research and development, these issues can be addressed and overcome in the future.
Our Unique Solution
Compact and Modular
Our CHRS delivers modular, compact green hydrogen refueling stations and could have significant value in the growing hydrogen FCEV market. These types of stations are designed to be compact, easy to install, and highly efficient, which can help to reduce the cost of building and maintaining the typical hydrogen refueling stations.
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[2] https://www.marketsandmarkets.com/Market-Reports/green-hydrogen-market-92444177.html#:~:text=The%20global%20green%20hydrogen%20market,cagr%20during%20the%20forecast%20period.
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One of the main advantages of CHRS is that they can be quickly and easily deployed in various locations, such as urban areas, parking garages, residential locations, along highway corridors, even at a consumer's home. They can be quickly located with a smartphone app, and once located, the hydrogen availability can be determined and the hours of operation of the station. Because of the way the current infrastructure is set up, including the lack of hydrogen production on-site, it is often impossible for a customer to know if they will even be able to get fuel or not until they actually arrive at one of the extremely limited refueling locations. The CHRS system will increase the availability of hydrogen fueling options for FCEV owners, making it easier for them to refuel their vehicles and for manufacturers to sell their hydrogen vehicles because of the availability of hundreds of fueling stations.
Additionally, these types of stations can be powered by renewable energy sources, such as solar or wind power, which can reduce their environmental impact and help to promote the use of green hydrogen.
Another advantage of these stations is that they can be easily expanded as the demand for hydrogen fuel increases. This can help to ensure that there is always enough hydrogen available to meet the needs of FCEV owners.
Overall, a product that delivers modular, compact green hydrogen refueling stations can be a disruptive factor and help to spur the growth of the FCEV market, by making it more convenient, affordable, and environmentally friendly for FCEV owners to refuel their vehicles, and it can help to support the growth of the hydrogen economy.
Scalable Green Hydrogen Production
Unlike traditional large-scale hydrogen production plants, our plants are smaller, low-cost, and quicker to permit, install, and scale. One of the key benefits of our approach is the use of low-cost, PGM-free electrolysis technology. This technology eliminates the need for expensive and rare platinum group metals, making green hydrogen production more sustainable and cost-effective. This is particularly important in today's market, where the price of these metals has been increasing, making traditional hydrogen production more expensive.
Another benefit of our approach is the ability to scale green hydrogen production quickly. Our plants are designed to be quickly installed and operational, allowing them to respond quickly to changes in market demand. This is important as the green hydrogen market is rapidly growing, and companies need a reliable source of clean energy to meet this demand.
In addition, our approach is more environmentally friendly than traditional hydrogen production methods. We use renewable energy sources such as wind and solar power to produce green hydrogen, reducing the carbon footprint of hydrogen production. This is becoming increasingly important as more companies seek to adopt clean energy solutions and reduce their environmental impact.
We also have a robust supply chain, sourcing high-quality equipment from trusted suppliers. This ensures that our plants are reliable and efficient, reducing the risk of production disruptions and increasing the overall value of our services to customers.
In the case of Scalable Green Hydrogen Production, where the volume of hydrogen that can be produced is from 100 Kilograms per day to over 2,000 (or more) kilograms per day, we can service current and emerging hydrogen gas markets, including ammonia, fertilizer, steel, mining, electronics, semiconductors, in addition to fuel cell refueling stations.
Existing Engines
We are manufacturing custom hydrogen carbon cleaning equipment for engine service providers in the engine cleaning industry. Hydrogen can is currently used for Internal Combustion Engine (“ICE”) decarbonization and maintenance prevention market through manufacturing hydrogen carbon cleaning equipment for engine service providers.
We, as a technology company, have been actively developing and integrating hydrogen technologies that can effectively reduce diesel engine emissions and maintenance requirements. By using hydrogen, our technology can significantly reduce harmful emissions such as particulate matter, nitrogen oxides, and carbon dioxide, while also improving engine performance and extending engine life.
Corporate Growth Strategy
Our growth strategy focuses on expanding our product offerings and target markets. This will be achieved through ongoing research and development to identify new opportunities, as well as strategic partnerships and collaborations with key players in our target markets.
We will target our products to businesses and communities that are looking to decarbonize. Our sales and marketing strategies will focus on building relationships with key players in our target markets, such as current users of industrial hydrogen, the emerging hydrogen refueling market, hydrogen vehicle manufacturers, engine service providers and diesel fleet operators.
Market Competition
The market is currently dominated by industrial gas producers using Steam Methane Reforming (“SMR”) which use carbon based feedstock as the energy input for the hydrogen production. The result of these methods results in gray and black (residual carbon footprint. hydrogen production.
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Our Competition
Major competitors in the traditional hydrogen production market are represented by the following companies:
| Praxair | Air Products and Chemicals | Linde |
| Air Liquide | Messer Group | BOC |
| Air Gas | Matheson Tri-gas | Advanced Gas Technologies |
These and other current hydrogen producers will require significant investment in infrastructure for carbon capture technologies to meet the emerging requirements for clean energy generation.
We are focused on the production of green hydrogen, using renewable energy as the input power to produce green hydrogen with no carbon footprint. We are an innovator in this emergent marketplace. While we are a market leader, there are a few early competitors in green hydrogen, such as Nel, Plug Power, ITM Power, and Nikola.
We, alternatively, either teams or competes with these green hydrogen companies, depending on the specific market opportunity.
Our Competitive Strengths
Our competitive strengths include:
Focus on Low-Cost Technologies: Our focus on integrating proven low-cost technologies sets us apart from competitors, as it allows us to offer our products at a more affordable price point.
Comprehensive Portfolio of Products: We offer a wide range of products including hydrogen cleaning equipment for engine service providers, hydrogen delivery systems for diesel engines, and green hydrogen production systems for various markets. This comprehensive portfolio of products sets us apart from competitors that focus on a limited range of products.
Strong Technical Expertise: We have a strong team of technical experts with extensive knowledge and experience in the hydrogen technology and engineering industries. This expertise gives us a competitive advantage in developing and offering high-quality products that meet customer demands.
Strong Partnerships: We have established partnerships with key players in the hydrogen technology and engineering industries, which enhances our ability to secure new customers and expand our reach in the market.
Innovative Solutions: Our focus on innovation and continuous improvement sets us apart from our competitors, as we are constantly developing new and improved products and solutions to meet the changing needs of our customers.
Commitment to Sustainability: We are committed to promoting sustainability and reducing carbon emissions, which aligns with the growing demand for green hydrogen products and services.
Current Market
There is growing demand for decarbonization solutions, and green hydrogen has emerged as a key technology for meeting the world's emissions reduction goals. Our target markets have different needs and challenges, but all can benefit from the benefits that green hydrogen can offer.
According to a report by MarketsandMarkets, the global growth for hydrogen consumption is projected to grow from $11.6B in 2022 to $90B in 2030, growing by a 55% CAGR. We are focused on developing and deploying small to medium green hydrogen production, storage and dispensing systems to satisfy the projected growth of the green hydrogen market.[3]
Properties
We operate out of an approximately 5,000 square foot facility in Murrieta, California and we are establishing a location in Houston, Texas for our Scalable Green Hydrogen Production farms.
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[3] https://www.marketsandmarkets.com/Market-Reports/green-hydrogen-market-92444177.html#:~:text=The%20global%20green%20hydrogen%20market,cagr%20during%20the%20forecast%20period.
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Employees
As of October 25, 2023, we had two full-time employee and no part-time employees.
Environmental
Our operations do not pose an environmental risk, and we have no past environmental violations. We also do not require special environmental permits to conduct our business activities.
We follow standard policies and procedures for environmental compliance and risk management. We prioritize environmental sustainability and we continuously strive to improve our environmental performance.
We recognize that emerging climate change and other environmental issues present potential risks to any business. However, these risks only underscore the need for our products and services. As we continue to grow and expand our business, we will remain vigilant in identifying and addressing potential environmental risks. We want to highlight that our supply chains are diverse and well-shielded, reducing the potential environmental risks associated with our business operations. We work closely with our suppliers to ensure their environmental practices align with our standards. We continuously monitor and evaluate our supply chains to identify potential environmental risks.
We will follow standard procedures for any environmental insurance coverage or other risk management strategies that we have in place. We are committed to protecting the environment and ensuring our business operations are conducted environmentally.
Intellectual Property
We hold exclusive rights to several patents, which are listed in the table below. These patents represent the innovative intellectual property and data that are unique to us and are used in our product designs. We believe they provide a significant competitive advantage for us in the markets we serve. The table includes the country, application number, patent number, and title of each patent, as well as its status.
| COUNTRY | APPLN NO | Patent Number | TITLE | STATUS |
|
US |
13/844,267 |
8,757,107 |
HYDROGEN SUPPLEMENTAL SYSTEM FOR ON-DEMAND HYDROGEN GENERATION FOR INTERNAL COMBUSTION ENGINES |
Issued |
|
US |
13/922,351 |
9,453,457 |
HYDROGEN SUPPLEMENTAL SYSTEM FOR ON-DEMAND HYDROGEN GENERATION FOR INTERNAL COMBUSTION ENGINES |
Issued |
|
US |
14/016,388 |
9,476,357 |
METHOD AND APPARATUS FOR INCREASING COMBUSTION EFFICIENCY AND REDUCING PARTICULATE MATTER EMISSIONS IN JET ENGINES |
Issued |
|
US |
14/326,801 |
9,267,468 |
HYDROGEN SUPPLEMENTAL SYSTEM FOR ON-DEMAND HYDROGEN GENERATION FOR INTERNAL COMBUSTION ENGINES |
Issued |
|
US |
17/047,041 |
10,920,717 |
HYDROGEN PRODUCING SYSTEM AND DEVICE FOR IMPROVING FUEL EFFICIENCY AND REDUCING EMISSIONS OF INTERNAL COMBUSTION AND/OR DIESEL ENGINES |
Issued |
|
AUSTRALIA |
2019405749 |
2019405749 |
HYDROGEN PRODUCING SYSTEM AND DEVICE FOR IMPROVING FUEL EFFICIENCY AND REDUCING EMISSIONS OF INTERNAL COMBUSTION AND/OR DIESEL ENGINES |
Issued |
|
CHINA |
201980092511.1 | HYDROGEN PRODUCING SYSTEM AND DEVICE FOR IMPROVING FUEL EFFICIENCY |
Pending | |
|
EUROPE |
19900413.6. |
HYDROGEN PRODUCING SYSTEM AND DEVICE FOR IMPROVING FUEL EFFICIENCY |
Pending | |
|
JAPAN |
2021-535288 |
HYDROGEN PRODUCING SYSTEM AND DEVICE FOR IMPROVING FUEL EFFICIENCY |
Pending |
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Legal Proceedings
From time to time, we may become involved in litigation relating to claims arising out of our operations in the normal course of business. We are not currently involved in any pending legal proceeding or litigation and, to the best of our knowledge, no governmental authority is contemplating any proceeding to which we are a party or to which any of our properties is subject, which would reasonably be likely to have a material adverse effect on our business, financial condition and operating results.
DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS
Executive Officers and Directors
The following table sets forth the name, age, and position of each executive officer and director of the Company:
| Director's Name | Age | Position |
| Paul Mueller | 66 | President, Chief Executive Officer and Secretary |
| Hossein Haririnia(1) | 71 | Treasurer and Director |
| Donald Owens | 70 | Chairman of the Board of Directors |
| William Parker(1) | 58 | Director |
| (1) | On December 22, 2022, the Board of Directors appointed Hossein Haririnia and William Parker to the Board of Directors effective as of December 22, 2022. |
Paul Mueller – CEO and President
Paul Mueller brings over 30 years of experience in the Aviation, Aerospace, and Defense industries, holding CEO and P&L leadership positions since 2007. Paul’s last position was as CEO of AirTech, Inc., a $95M revenue business operating special mission surveillance aircraft in support of government missions. Prior to AirTech, Paul served as the Vice President of Government Solutions at Bristow Group, where he created and implemented a new business diversification strategy, generating a $1.5B revenue pipeline.
Earlier in his career, Paul served as the Vice President for a $900M revenue division of Raytheon. He served as Vice President and General Manager of a Division of ITT Electronic Systems. He grew the business from a $65M revenue company – which was operating at a loss – and to $750M revenue with 30% operating margin in just 36 months. Paul started his career as a U.S. Marine Corps Infantry Officer where he learned his team building and leadership skills, a cornerstone of his success.
Hossein Haririnia - MBA, CPA, CGFM – Treasurer and Director
Hossein Haririnia oversees the financial functions of HNO International. He provides technical assistance to the President on corporate-level decision-making. Before that, as a Chief Financial Officer, he managed financials for for-profit and nonprofit organizations. He also assisted in budget and cost proposal presentations for companies in countries, including Iran, Turkey, Dubai, Azerbaijan, and China.
Mr. Haririnia has managed multi-million dollar budget preparations for government entities such as NASA, the US Department of Labor (DOL), and the US Department of Transportation(DOT). He has supervised a team of accounting staff and has served as an auditor and fraud examiner.
Donald Owens – Chairman of the Board of Directors
Donald Owens is an expert in Hydrogen Combustion Technology which aims to reduce engine emissions and improve performance. Mr. Owens has dedicated the last decade to creating a customized hydrogen solution that would become broadly applicable- the LeefH2, securing 19 patents. He has personally tested and verified his technology in laboratories approved by the U.S. Environmental Protection Agency. Previously, Mr. Owens’ was CEO of Business Internet Systems (BIS). In the late ’00s, he launched a first-of-a-kind online platform that serviced the major business card printing needs of the US Congress, Branches of The Executive Office, and The Department of State. He also spearheaded early web and networked database optimization for massive clients such as the US Census Bureau. He began his career as a patent attorney for Western Electric and Bell Labs after attaining his law degree from Georgetown University. Prior to that, he received an engineering degree at General Motors Institute (now Kettering University).
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William Parker – Director
William Parker has spent 28 years in the ATM industry with vast ATM technology knowledge and IT/Communications experience it totals over 39 years combined. After attending The University of the District of Columbia on an athletic scholarship majoring in Electronic/ Computer Engineering, he continued his education at an Electronic Technology Certified School developed by George Washington University (TEC – Technical Education Center). As the Principal and Co-Founder of Alliant ATM Services, Mr. Parker oversees the business operations of the company and is responsible for the ATM Service & Maintenance division, business development and project installation scheduling and coordination. Alliant ATM Services, is a certified minority-owned Corporation located in Annapolis, MD that specialize in the placement, installation, service and sell of cash dispensing Automated Teller Machines (ATMs) as well as Merchant Credit Card Services in the Washington DC Metropolitan Area. Alliant ATM Services is built on a solid foundation of vision, integrity, and honesty and is an Independent Sales Organization (ISO/ESO) and recently has become partnering agents with Alliant Merchant Services. William brings his tireless drive and work ethic to the business creating both opportunity and vision.
Term of Office
Directors serve until the next annual meeting and until their successors are elected and qualified. Officers are appointed to serve for one year until the meeting of the Board following the annual meeting of shareholders and until their successors have been elected and qualified.
Legal Proceedings
During the past ten years there have been no events under any bankruptcy act, no criminal proceedings and no judgments, injunctions, orders or decrees material to the evaluation of the ability and integrity of any of our directors or executive officers, and none of these persons has been involved in any judicial or administrative proceedings resulting from involvement in mail or wire fraud or fraud in connection with any business entity, any judicial or administrative proceedings based on violations of federal or state securities, commodities, banking or insurance laws or regulations, or any disciplinary sanctions or orders imposed by a stock, commodities or derivatives exchange or other self-regulatory organization.
Family Relationships
There are no family relationships between any of our directors and executive officers.
Board Leadership Structure and Risk Oversight
The Board oversees our business and considers the risks associated with our business strategy and decisions. The Board currently implements its risk oversight function as a whole. Each of the Board committees, when established, will also provide risk oversight in respect of its areas of concentration and reports material risks to the board for further consideration.
Committees
Our board of directors has not yet established any committees.
Code of Business Conduct and Ethics
Our Board plans to adopt a written code of business conduct and ethics (the “Code”) that applies to our directors, officers and employees, including our principal executive officer, principal financial officer and principal accounting officer or controller, or persons performing similar functions. We intend to post on our website a current copy of the Code and all disclosures that are required by law in regard to any amendments to, or waivers from, any provision of the Code.
EXECUTIVE COMPENSATION
The table below summarizes all compensation paid to our officers and directors for the years ended October 31, 2022* and 2021.
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| Name |
Fees Earned or Paid in Cash ($) |
Stock Awards ($) |
Total ($) | ||||||||
|
Paul Mueller, President, CEO and Secretary(1) 2022 |
40,000 | - | 40,000 | ||||||||
| 2021 | - | - | - | ||||||||
|
Hossein Haririnia, Treasurer(1) 2022 |
114,000 | - | 114,000 | ||||||||
| 2021 | - | - | - | ||||||||
|
Donald Owens Chairman of the Board of Directors (2)(3) 2022 |
- | - | - | ||||||||
| 2021 | - | - | - | ||||||||
|
Wilhelm Cashen, former officer and director (1)(2) 2022 |
- | - | - | ||||||||
| 2021 | - | - | - | ||||||||
|
Douglas Anderson, former officer and director 2022 |
- | - | - | ||||||||
| 2021 | - | $95,000 | 95,000 |
| (1) | On August 22, 2022, we accepted the resignations from Wilhelm Cashen as the Company’s President, Chief Executive Officer, Chief Financial Officer, Treasurer, Secretary and member of the Board of Directors. Effective on the same date to fill the vacancies created by Mr. Cashen’s resignations, we appointed Paul Mueller as our President, Chief Executive Officer and Secretary. Also, on this date, Hossein Haririnia was appointed Treasurer. |
| (2) | On December 1, 2021, we accepted the resignation from Donald Owens as our President, Chief Executive Officer, Chief Financial Officer, Treasurer and Secretary. Effective on the same date to fill the vacancies created by Mr. Owens’ resignation, we appointed Wilhelm Cashen as our President, Chief Financial Officer, Treasurer and Secretary. In addition, effective December 1, 2021, the Board of Directors appointed Wilhelm Cashen as a member of the Board of Directors. |
| (3) | On April 30, 2021, we accepted the resignation from Douglas Anderson as our President, Chief Executive Officer, Chief Financial Officer, Treasurer, Secretary and Chairman of the Board of Directors. Effective on the same date to fill the vacancies created by Mr. Anderson’s resignations, we appointed Donald Owens as our President, Chief Executive Officer, Chief Financial Officer, Treasurer, Secretary and Chairman of the Board of Directors. |
* On December 22, 2022, the Board of Directors appointed Hossein Haririnia and William Parker to the Board of Directors effective as of December 22, 2022.
Equity Awards
As of October 31, 2022, there were no outstanding equity awards.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Principal Shareholders
The table below sets forth information as to our directors, named executive officers, and executive officers and each person owning of record or was known by the Company to own beneficially shares of stock greater than 5% of the 429,313,584 (419,341,584 common plus 10,000,000 preferred) shares as of October 25, 2023. The table includes preferred stock that is convertible into common stock and information as to the ownership of our stock by each of its directors, named executive officers, and executive officers and by the directors and executive officers as a group. There were no stock options outstanding as of October 25, 2023. Except as otherwise indicated, all shares are owned directly, and the persons named in the table have sole voting and investment power with respect to shares shown as beneficially owned by them.
| 31 |
| Name and Address (1) | Number of Shares Beneficially Owned | Class | Percentage of Class (2) |
| Officers and Directors | |||
|
Paul Mueller CEO, President and Secretary |
250,000 -0- |
Common Stock Series A Preferred Stock |
* -- |
|
Hossein Haririnia Treasurer and Director |
10,250,000 -0- |
Common Stock Series A Preferred Stock |
2.3% -- |
|
Donald Owens (Chairman of the Board of Directors) |
275,000,000 10,000,000 |
Common Stock Series A Preferred Stock |
65.58% 100% |
|
William Parker Director |
5,100,000 -0- |
Common Stock Series A Preferred Stock |
1.22% -- |
| All Officers & Directors as a group (4 persons) |
290,600,000 10,000,000 |
Common Stock Series A Preferred Stock |
65.83% 100% |
| 5% Principal Stockholders | |||
| HNO Green Fuels, Inc. (3) | 115,000,000 | Common Stock | 27.42% |
* Less than 1%
| (1) | Unless otherwise noted, the address of the reporting person is c/o HNO International, Inc., 41558 Eastman Drive, Suite B, Murrieta, CA 92562. |
| (2) | Under Rule 13d-3 of the Exchange Act, a beneficial owner of a security includes any person who, directly or indirectly, through any contract, arrangement, understanding, relationship, or otherwise has or shares: (i) voting power, which includes the power to vote, or to direct the voting of shares; and (ii) investment power, which includes the power to dispose or direct the disposition of shares. Certain shares may be deemed to be beneficially owned by more than one person (if, for example, persons share the power to vote or the power to dispose of the shares). In addition, shares are deemed to be beneficially owned by a person if the person has the right to acquire the shares (for example, upon exercise of an option) within 60 days of the date as of which the information is provided. In computing the percentage ownership of any person, the amount of shares outstanding is deemed to include the number of shares beneficially owned by such person (and only such person) by reason of these acquisition rights. As a result, the percentage of outstanding shares of any person as shown in the above table does not necessarily reflect the person’s actual ownership or voting power with respect to the number of shares of common stock actually outstanding on the date of this prospectus. |
| (3) | Address: 42309 Winchester Road, Temecula, CA 92590. Donald Owens has voting and dispositive control over HNO Green Fuels, Inc. |
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
Certain Relationships and Related Transactions
Except as disclosed below, for transactions with our executive officers and directors, please see the disclosure under “EXECUTIVE COMPENSATION” above.
Notes Payable, Related Party
On November 19, 2021, we issued a note payable in the amount of $20,000 to HNO Green Fuels, of which Donald Owens is Chief Executive Officer. This note bears an interest rate of 2% per annum and had a maturity date of December 19, 2022.
On December 1, 2021, we issued a note payable in the amount of $500,000 to HNO Green Fuels, of which Donald Owens is Chief Executive Officer. This note bears an interest rate of 2% per annum and had a maturity date of January 1, 2023.
On May 31, 2022, we issued a note payable in the amount of $590,000 to HNO Green Fuels, of which Donald Owens is Chief Executive Officer. This note bears an interest rate of 2% per annum and has a maturity date of May 31, 2030.
On September 29, 2022, we issued a note payable in the amount of $50,000 to HNO Green Fuels, of which Donald Owens is Chief Executive Officer. This note bears an interest rate of 2% per annum and has a maturity date of September 29, 2023.
On October 20, 2022, we issued a note payable in the amount of $50,000 to HNO Green Fuels, of which Donald Owens is Chief Executive Officer. This note bears an interest rate of 2% per annum and has a maturity date of October 20, 2023.
On March 1, 2023, the Company issued a note payable in the amount of $50,000 to HNO Green Fuels, of which Donald Owens is Chief Executive Officer. This note bears an interest rate of 2% per annum and has a maturity date of March 1, 2024.
On March 8, 2023, the Company issued a note payable in the amount of $50,000 to HNO Green Fuels, of which Donald Owens is Chief Executive Officer. This note bears an interest rate of 2% per annum and has a maturity date of March 8, 2024.
On March 23, 2023, the Company issued a note payable in the amount of $50,000 to HNO Green Fuels, of which Donald Owens is Chief Executive Officer. This note bears an interest rate of 2% per annum and has a maturity date of March 23, 2024.
On April 3, 2023, the Company issued a note payable in the amount of $50,000 to HNO Green Fuels, of which Donald Owens is Chief Executive Officer. This note bears an interest rate of 2% per annum and has a maturity date of April 3, 2024.
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On April 13, 2023, the Company issued a note payable in the amount of $20,000 to HNO Green Fuels, of which Donald Owens is Chief Executive Officer. This note bears an interest rate of 2% per annum and has a maturity date of April 13, 2024.
On April 17, 2023, the Company issued a note payable in the amount of $30,000 to HNO Green Fuels, of which Donald Owens is Chief Executive Officer. This note bears an interest rate of 2% per annum and has a maturity date of April 17, 2024.
Director Independence
We use the definition of “independence” of The NASDAQ Stock Market to make this determination. NASDAQ Listing Rule 5605(a)(2) provides that an “independent director” is a person other than an officer or employee of the company or any other individual having a relationship which, in the opinion of the Company’s Board, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. The NASDAQ listing rules provide that a director cannot be considered independent if:
| · | the director is, or at any time during the past three years was, an employee of the Company; |
| · | the director or a family member of the director accepted any compensation from the company in excess of $120,000 during any period of 12 consecutive months within the three years preceding the independence determination (subject to certain exemptions, including, among other things, compensation for board or board committee service); |
| · | the director or a family member of the director is a partner in, controlling shareholder of, or an executive officer of an entity to which the Company made, or from which the company received, payments in the current or any of the past three fiscal years that exceed 5% of the recipient’s consolidated gross revenue for that year or $200,000, whichever is greater (subject to certain exemptions; |
| · | the director or a family member of the director is employed as an executive officer of an entity where, at any time during the past three years, any of the executive officers of the company served on the compensation committee of such other entity; or |
| · | the director or a family member of the director is a current partner of the Company’s outside auditor, or at any time during the past three years was a partner or employee of the Company’s outside auditor, and who worked on the company’s audit. |
Under such definitions, we have no independent directors. However, our Common Stock is not currently quoted or listed on any national exchange or interdealer quotation system with a requirement that a majority of our Board be independent and, therefore, we are not subject to any director independence requirements.
DESCRIPTION OF SECURITIES
The following is a summary of the rights of our capital stock as provided in our certificate of incorporation, bylaws and certificate of designation. For more detailed information, please see our certificate of incorporation, bylaws and certificate of designation which have been filed as exhibits to the Offering Statement of which this prospectus is a part.
General
We are authorized to issue two classes of stock. The total number of shares of stock which we are authorized to issue is 1,000,000,000 shares of capital stock, consisting of 985,000,000 shares of Common Stock, $0.001 par value and 15,000,000 shares of Preferred Stock, $0.001 par value (the “Preferred Stock”) authorized. There are currently 10,000,000 Series A Preferred Stock outstanding.
Common Stock
We are authorized to issue 985,000,000 shares of common stock, par value $0.001.
As of October 25, 2023, we had 419,341,584 shares of common stock issued and outstanding.
The following summary description of our common stock is based on the provisions of our articles of incorporation as amended (the “Articles of Incorporation”), as well as our bylaws (the “Bylaws”), and the applicable provisions of the Nevada Revised Statutes (“NRS”). This information is qualified entirely by reference to the applicable provisions of our Articles of Incorporation, Bylaws and the NRS.
Voting Rights
Holders of our common stock are entitled to one vote per share in the election of directors and on all other matters on which shareholders are entitled or permitted to vote. Holders of our common stock are not entitled to cumulative voting rights.
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Dividend Rights
Subject to the terms of any then outstanding series of preferred stock, the holders of our common stock are entitled to dividends in the amounts and at times as may be declared by our board of directors out of funds legally available therefor.
Liquidation Rights
Upon liquidation or dissolution, holders of our common stock are entitled to share ratably in all net assets available, if any, for distribution to shareholders after we have paid, or provided for payment of, all of our debts and liabilities, and after payment of any liquidation preferences to holders of any then outstanding shares of preferred stock.
Other Matters
Holders of our common stock have no redemption, conversion or preemptive rights. There are no sinking fund provisions applicable to our common stock. The rights, preferences and privileges of the holders of our common stock are subject to the rights of the holders of shares of any series of outstanding preferred stock and preferred stock that we may issue in the future.
There are no liquidation rights, preemptive rights, conversion rights, redemption provisions, sinking fund provisions, impacts on classification of the Board of Directors where cumulative voting is permitted or required related to the Common Stock, provisions discriminating against any existing or prospective holder of the Common Stock as a result of such shareholder owning a substantial amount of securities, or rights of shareholders that may be modified otherwise than by a vote of a majority or more of the shares outstanding, voting as a class defined in any corporate document as of the date of filing. The Common Stock will not be subject to further calls or assessment by the Company. There are no restrictions on alienability of the Common Stock in the corporate documents other than those disclosed in this Prospectus.
Excepting matters arising under federal securities laws, any disputes between us and shareholders shall be governed in reliance on the laws of the State of Nevada.
Changes in Authorized Number
The number of authorized shares of Common Stock may be increased or decreased subject to our legal commitments at any time and from time to time to issue them, by the affirmative vote of the holders of a majority of the stock of the Company entitled to vote.
Transfer Agent
Our transfer agent is Pacific Stock Transfer. The address for our transfer agent is 6725 Via Austi Parkway, Suite 300, Las Vegas, NV 89119 and its phone number is 702-361-3033. Our transfer agent is registered with the Securities and Exchange Commission.
Preferred Stock
We are authorized to issue 15,000,000 shares of preferred stock, par value $0.001.
Series A Preferred Stock
On October 14, 2019, our Board of Directors designated a series of preferred stock titled “Series A Preferred Stock” consisting of 10,000,000 shares.
On November 10, 2021, we filed an amendment to the Certificate of Designation for the Series A Preferred Stock filed on October 14, 2019. The amendment designated the same authorization consisting of 10,000,000 shares with par value of $0.001. There is currently no market for the shares of Series A Preferred Stock and they cannot be converted into shares of common stock of the Company. The shares have voting rights of 55 common shares for every one share of Series A Preferred Stock. The shares of Series A Preferred Stock do not contain any rights to dividends, have no liquidation preference, and have no redemption or sinking fund provisions.
On October 25, 2023, there were 10,000,000 shares of Series A Preferred Stock outstanding, all owned by Donald Owens.
Penny Stock Regulation
The SEC has adopted regulations which generally define “penny stock” to be any equity security that has a market price of less than $5.00 per share or an exercise price of less than $5.00 per share. Such securities are subject to rules that impose additional sales practice requirements on broker-dealers who sell them. For transactions covered by these rules, the broker-dealer must make a special suitability determination for the purchaser of such securities and have received the purchaser’s written consent to the transaction prior to the purchase. Additionally, for any transaction involving a penny stock, unless exempt, the rules require the delivery, prior to the transaction, of a disclosure schedule prepared by the SEC relating to the penny stock market. The broker-dealer also must disclose the commissions payable to both the broker-dealer and the registered representative, current quotations for the securities and, if the broker-dealer is the sole market-maker, the broker-dealer must disclose this fact and the broker-dealer’s presumed control over the market. Finally, among other requirements, monthly statements must be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stocks. Our Common Stock may be subject to such penny stock rules and our shareholders will, in all likelihood, find it more difficult to sell their shares of Common Stock the secondary market.
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Dividend Policy
We will not distribute cash to our Common Stock shareholders until we generate net income. We currently intend to retain future earnings, if any, to finance the expansion of our business and for general corporate purposes. We cannot assure you that we will distribute any cash in the future. Our cash distribution policy is within the discretion of our Board of Directors and will depend upon various factors, including our results of operations, financial condition, capital requirements and investment opportunities.
Charter and Bylaws
Our Articles of Incorporation and Bylaws contain provisions that could have the effect of delaying or preventing changes in control or changes in our management without the consent of our board of directors, including, among other things:
| · | the ability of our board of directors to issue shares of preferred stock and to determine the price and other terms of those shares, including preferences and voting rights, without stockholder approval, which could be used to significantly dilute the ownership of a hostile acquirer; | |
| · | the exclusive right of our board of directors to elect a director to fill a vacancy created by the expansion of our board of directors or the resignation, death or removal of a director, which prevents stockholders from being able to fill vacancies on our board of directors; and | |
| · | the ability of our board of directors, by majority vote, to amend our bylaws, which may allow our board of directors to take additional actions to prevent a hostile acquisition and inhibit the ability of an acquirer to amend our bylaws to facilitate a hostile acquisition. |
Authorized but Unissued Shares
Our authorized but unissued shares of Common Stock and Preferred Stock will be available for future issuance without stockholder approval, except as may be required under the listing rules of any stock exchange on which our Common Stock is then listed. We may use additional shares for a variety of corporate purposes, including future public offerings to raise additional capital, corporate acquisitions and employee benefit plans. The existence of authorized but unissued shares of Common Stock and Preferred Stock could render more difficult or discourage an attempt to obtain control of us by means of a proxy contest, tender offer, merger or otherwise.
Limitations on Liability and Indemnification of Officers and Directors
Under our Articles of Incorporation and Bylaws, to the fullest extent allowable under the NRS, our directors have no personal liability to us or our stockholders for monetary damages for breach of fiduciary duty as a director.
PLAN OF DISTRIBUTION
The common stock offered by this prospectus is being offering by the Selling Security Holder. The common stock may be sold or distributed from time to time by the Selling Share Holder directly to one or more purchasers or through brokers, dealers, or underwriters who may act solely as agents at market price prevailing at the time of sale, at prices related to the prevailing market prices, at negotiated prices , or at fixed prices, which may be changed . The Selling Security Holder may use any one or more of the following methods when selling securities:
| · | ordinary brokers’ transactions; | |
| · | transactions involving cross or block trades; | |
| · | through brokers, dealers, or underwriters may act solely as agents; | |
| · | “at the market” into an existing market for the common stock; | |
| · | in other ways not involving market makers or established business markets, including direct sales to purchasers or sales effected through agents; | |
| · | in privately negotiated transactions; or | |
| · | any combination of the foregoing. |
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In order to comply with the securities laws of certain states, if applicable, the shares may be sold only through registered or licensed brokers or dealers. In addition, in certain states, the shares may not be sold unless they have been registered or qualified for sale in the state or an exemption from the state’s registration or qualification requirement is available and complied with.
For purposes of shares to be issued under the EFA, the Selling Security Holder is an “underwriter” within the meaning of Section 2(a)(11) of the Securities Act.
GHS has informed us that it intends to use an unaffiliated broker-dealer to effectuate all sales, if any, of the common stock that it may purchase from us pursuant to the EFA or exercise pursuant to the warrants or convert pursuant to the shares of Series D Preferred Stock. Such sales will be made at prices and at terms then prevailing or at prices related to the then current market price. Each such unaffiliated broker-dealer will be an underwriter within the meaning of Section 2(a)(11) of the Securities Act. GHS has informed us that each such broker-dealer will receive commissions from GHS that will not exceed customary brokerage commissions.
Brokers, dealers, underwriters or agents participating in the distribution of the shares as agents may receive compensation in the form of commissions, discounts, or concessions from the Selling Security Holder and/or purchasers of the common stock for whom the broker-dealers may act as agent. The compensation paid to a particular broker-dealer may be less than or in excess of customary commissions. Neither we nor GHS can presently estimate the amount of compensation that any agent will receive.
We know of no existing arrangements between GHS or any other stockholder, broker, dealer, underwriter or agent relating to the sale or distribution of the shares offered by this prospectus. At the time a particular offer of shares is made, a prospectus supplement, if required, will be distributed that will set forth the names of any agents, underwriters or dealers and any compensation from the Selling Security Holder, and any other required information.
We will pay the expenses incident to the registration, offering, and sale of the shares to GHS. We have agreed to indemnify GHS and certain other persons against certain liabilities in connection with the offering of shares of common stock offered hereby, including liabilities arising under the Securities Act or, if such indemnity is unavailable, to contribute amounts required to be paid in respect of such liabilities. GHS has agreed to indemnify us against liabilities under the Securities Act that may arise from certain written information furnished to us by GHS specifically for use in this prospectus or, if such indemnity is unavailable, to contribute amounts required to be paid in respect of such liabilities.
GHS has represented to us that at no time prior to the EFA has GHS or its agents, representatives or affiliates engaged in or effected, in any manner whatsoever, directly or indirectly, any short sale (as such term is defined in Rule 200 of Regulation SHO of the Exchange Act) of our common stock or any hedging transaction , which establishes a net short position with respect to our common stock. GHS agreed that during the term of the EFA, it, its agents, representatives or affiliates will not enter into or effect, directly or indirectly, any of the foregoing transactions.
We have advised GHS that it is required to comply with Regulation M promulgated under the Exchange Act. With certain exceptions, Regulation M precludes the selling stockholder, any affiliated purchasers, and any broker-dealer or other person who participates in the distribution from bidding for or purchasing, or attempting to induce any person to bid for or purchase any security which is the subject of the distribution until the entire distribution is complete. Regulation M also prohibits any bids or purchases made in order to stabilize the price of a security in connection with the distribution of that security. All of the foregoing may affect the marketability of the securities offered by this prospectus.
This offering will terminate on the date that all shares offered by this prospectus have been sold by GHS.
Our common stock is quoted on the OTC Markets under the symbol “HNOI.”
For purposes of shares to be issued under the EFA, the Selling Security Holder is an “underwriter” within the meaning of Section 2(a)(11) of the Securities Act.
For purposes of shares to be issued under the EFA, the Selling Security Holder and any broker-dealers or agents that are involved in selling the securities may be deemed to be “underwriters” within the meaning of the Securities Act in connection with such sales. In such event, any commissions received by such broker-dealers or agents and any profit on the resale of the securities purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act. The Selling Security Holder has informed us that it does not have any written or oral agreement or understanding, directly or indirectly, with any person to distribute the securities.
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Because the Selling Security Holder is deemed to be an “underwriter” within the meaning of the Securities Act (for purposes of shares to be issued under the EFA), it will be subject to the prospectus delivery requirements of the Securities Act, including Rule 172 thereunder. In addition, any securities covered by this prospectus which qualify for sale pursuant to Rule 144 under the Securities Act may be sold under Rule 144 rather than under this prospectus. The Selling Security Holder has advised us that there is no underwriter or coordinating broker acting in connection with the proposed sale of the resale securities by the Selling Security Holder.
We agreed to keep this prospectus effective until the earlier of (i) the date on which the securities may be resold by the Selling Security Holder without registration and without regard to any volume or manner-of-sale limitations by reason of Rule 144, without the requirement for us to be in compliance with the current public information requirement under Rule 144 under the Securities Act or any other rule of similar effect or (ii) all of the securities have been sold pursuant to this prospectus or Rule 144 under the Securities Act or any other rule of similar effect. The resale securities will be sold only through registered or licensed brokers or dealers if required under applicable state securities laws. In addition, in certain states, the resale securities covered hereby may not be sold unless they have been registered or qualified for sale in the applicable state or an exemption from the registration or qualification requirement is available and is complied with.
Under applicable rules and regulations under the Exchange Act, any person engaged in the distribution of the resale securities may not simultaneously engage in market making activities with respect to the Common Stock for the applicable restricted period, as defined in Regulation M, prior to the commencement of the distribution. In addition, the Selling Security Holder will be subject to applicable provisions of the Exchange Act and the rules and regulations thereunder, including Regulation M, which may limit the timing of purchases and sales of the Common Stock by the Selling Security Holder or any other person. We will make copies of this prospectus available to the Selling Security Holder and have informed the Selling Security Holder of the need to deliver a copy of this prospectus to each purchaser at or prior to the time of the sale (including by compliance with Rule 172 under the Securities Act).
SHARES ELIGIBLE FOR FUTURE SALE
The sale of a substantial number of shares of our Common Stock, or the perception that such sales could occur, could adversely affect prevailing market prices for our Common Stock. In addition, any such sale or perception could make it more difficult for us to sell equity, or equity related, securities in the future at a time and price that we deem appropriate. If and when this Registration Statement becomes effective, we might elect to adopt a stock option plan and file a Registration Statement under the Securities Act registering the shares of Common Stock reserved for issuance thereunder. Following the effectiveness of any such Registration Statement, the shares of Common Stock issued under such plan, other than shares held by affiliates, if any, would be immediately eligible for resale in the public market without restriction.
The sale of shares of our Common Stock which are not registered under the Securities Act, known as “restricted” shares, typically are effected under Rule 144. As of October 25, 2023, we had outstanding an aggregate of 419,341,584 shares of Common Stock of which approximately 417,149,846 shares are restricted Common Stock. All our shares of Common Stock might be sold under Rule 144 after having been held for six months and one year after “Form 10 information” has been provided by us. No prediction can be made as to the effect, if any, that future sales of “restricted” shares of our Common Stock, or the availability of such shares for future sale, will have on the market price of our Common Stock or our ability to raise capital through an offering of our equity securities.
SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS
As of October 31, 2022, we had no securities authorized for issuance under equity compensation plans either approved or not approved by our shareholders.
DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION OF SECURITIES ACT LIABILITIES
We have not entered into indemnification agreements with any of our directors, executive officers and other key employees. However, we may do so in the future. Such indemnification agreements will likely require us to indemnify our directors to the fullest extent permitted by Nevada law. We may also agree to indemnify each of our directors and certain officers against certain liabilities, including liabilities under the Securities Act. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers and controlling persons pursuant to the provisions described above, or otherwise, we have been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and would be, therefore, unenforceable. In the event we do enter into such indemnification agreements and a claim for indemnification against such liabilities (other than our payment of expenses incurred or paid by our director, officer or controlling person in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, we will, unless in the opinion of our counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
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LEGAL MATTERS
The legality of the issuance of the shares of Common Stock offered by this Prospectus will be passed upon for us by Business Legal Advisors, LLC of Draper, Utah.
EXPERTS
No expert or counsel named in this prospectus as having prepared or certified any part of this prospectus or having given an opinion upon the validity of the securities being registered or upon other legal matters in connection with the registration or offering of the Common Stock was employed on a contingency basis, or had, or is to receive, in connection with the offering, a substantial interest, direct or indirect, in the registrant or any of its parents or subsidiaries. Nor was any such person connected with the registrant or any of its parents or subsidiaries as a promoter, managing or principal underwriter, voting trustee, director, officer, or employee.
The financial statements of the Company as of October 31, 2021 and 2022, which include an explanatory paragraph relating to our ability to continue as a going concern, included in this Prospectus have been audited by BF Borgers CPA PC, an independent auditor, as stated in their report appearing herein. Such financial statements have been so included in reliance upon the reports of such firm given its authority as experts in accounting and auditing.
WHERE YOU CAN FIND MORE INFORMATION
We have filed a registration statement on Form S-1 under the Securities Act (SEC File No. 333-____) relating to the shares of common stock being offered by this prospectus, and reference is made to such registration statement. This prospectus constitutes the prospectus of the Company, filed as part of the registration statement, and it does not contain all information in the registration statement, as certain portions have been omitted in accordance with the rules and regulations of the SEC.
Upon the effective date of the registration statement of which this prospectus is a part, we will be required to file reports and other documents with the SEC. We do not presently intend to voluntarily furnish you with a copy of our Prospectus. You may read and copy any materials we file with the SEC at the public reference room of the SEC at 100 F Street, NE., Washington, DC 20549, between the hours of 10:00 a.m. and 3:00 p.m., except federal holidays and official closings, at the Public Reference Room. You may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. Our SEC filings are also available to you on the Internet website for the SEC at http://www.sec.gov.
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INDEX TO FINANCIAL STATEMENTS
As of July 31, 2023 and 2022
and for the Three- and Nine-Months Ended July 31, 2023 and 2022
(Unaudited)
As of October 31, 2022 and 2021
and for the Years Ended October 31, 2022 and 2021
(Audited)
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| HNO INTERNATIONAL, INC. CONDENSED BALANCE SHEETS (Unaudited) | ||||||||
| July 31, | October 31, | |||||||
| 2023 | 2022 | |||||||
| ASSETS | ||||||||
| Current Assets | ||||||||
| Cash | $ | $ | ||||||
| Due from related party | ||||||||
| Total Current Assets | ||||||||
| Non-Current Assets | ||||||||
| Property and equipment, net | ||||||||
| Intangible assets, net | ||||||||
| Long term asset | ||||||||
| Security deposits | ||||||||
| Total Non-Current Assets | ||||||||
| TOTAL ASSETS | $ | $ | ||||||
| LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) | ||||||||
| LIABILITIES | ||||||||
| Current Liabilities | ||||||||
| Accounts payable | ||||||||
| Accrued interest payable | ||||||||
| Payroll tax | ||||||||
| Notes payable, related party | ||||||||
| Total Current Liabilities | ||||||||
| Long term notes payable, related party | ||||||||
| Total Liabilities | ||||||||
| STOCKHOLDERS’ EQUITY (DEFICIT) | ||||||||
| Preferred stock, par value $ per share; shares authorized | ||||||||
| Series A, par value $ per share; shares authorized; and shares issued and outstanding as of July 31, 2023 and October 31, 2022, respectively | ||||||||
| Common stock, par value $ per share; shares authorized; and shares issued and outstanding as of July 31, 2023 and October 31, 2022, respectively | ||||||||
| Common stock payable | ||||||||
| Common stock subscription receivable | ( |
) | ( |
) | ||||
| Additional paid-in capital | ||||||||
| Accumulated deficit | ( |
) | ( |
) | ||||
| Total Stockholders’ Equity (Deficit) | ( |
) | ||||||
| TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) | $ | $ | ||||||
| The accompanying notes are an integral part of these unaudited condensed financial statements. | ||||||||
| F-1 |
| HNO INTERNATIONAL, INC. CONDENSED STATEMENT OF OPERATIONS (Unaudited) | ||||||||||||||||
| For the Three Months Ended July 31, |
For the Nine Months Ended July 31, | |||||||||||||||
| 2023 | 2022 | 2023 | 2022 | |||||||||||||
| Revenue | $ | $ | $ | $ | ||||||||||||
| Gross Profit | ||||||||||||||||
| Operating expenses | ||||||||||||||||
| Security Service | ||||||||||||||||
| Share based compensation | ||||||||||||||||
| Advertising and marketing | ||||||||||||||||
| Contract labor | ||||||||||||||||
| Depreciation and amortization | ||||||||||||||||
| General and administrative expenses | ||||||||||||||||
| Interest expense | ||||||||||||||||
| Legal and accounting fees | ||||||||||||||||
| Meals expenses | ||||||||||||||||
| Office expenses | ||||||||||||||||
| Professional fees | ||||||||||||||||
| Payroll expenses | ||||||||||||||||
| Payroll service fees | ||||||||||||||||
| Rent | ||||||||||||||||
| Travel expenses | ||||||||||||||||
| Utilities | ||||||||||||||||
| Vehicle expenses | ||||||||||||||||
| Total Operating Expenses | ||||||||||||||||
| Other Income | ||||||||||||||||
| Interest income | ||||||||||||||||
| Total Other Income | ||||||||||||||||
| Loss from Operations | $ | ( |
) | $ | ( |
) | $ | ( |
) | $ | ( |
) | ||||
| Net Loss | $ | ( |
) | $ | ( |
) | $ | ( |
) | $ | ( |
) | ||||
| PER SHARE AMOUNTS | ||||||||||||||||
| Basic and diluted net loss per share |
) | ) | ) | ) | ||||||||||||
| Weighted average number of common shares outstanding - basic and diluted | ||||||||||||||||
| The accompanying notes are an integral part of these unaudited condensed financial statements. | ||||||||||||||||
| F-2 |
| HNO INTERNATIONAL, INC. CONDENSED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT) For the Three Months and Nine Months ended July 31, 2022 (Unaudited) | ||||||||||||||||||||||||||||||||||||
| Series A Preferred Stock | Common Stock | Stock | Share Subscription | Additional Paid-in | Accumulated | Total Stockholders' Equity | ||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Payable | Receivable | Capital | Deficit | (Deficit) | ||||||||||||||||||||||||||||
| Balance at April 30, 2022 | $ | $ | $ | $ | ( | ) | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||||||||||
| Net loss for the three months ended July 31, 2022 | — | — | ( | ) | ( | ) | ||||||||||||||||||||||||||||||
| Balance at July 31, 2022 | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||||
| Balance at October 31, 2021 | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||
| Shares issued for acquisition | — | ( | ) | |||||||||||||||||||||||||||||||||
| Shares issued for consulting services | — | ( | ) | |||||||||||||||||||||||||||||||||
| Net loss for the nine months ended July 31, 2022 | — | — | ( | ) | ( | ) | ||||||||||||||||||||||||||||||
| Balance at July 31, 2022 | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||||
The accompanying notes are an integral part of these unaudited condensed financial statements.
| F-3 |
HNO
INTERNATIONAL, INC.
CONDENSED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT) (CONTINUED)
For the Three Months and Nine Months ended July 31, 2023 and 2022
(Unaudited)
| Series A Preferred Stock | Common Stock | Stock | Share Subscription | Additional Paid-in | Accumulated | Total Stockholders' Equity | ||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Payable | Receivable | Capital | Deficit | (Deficit) | ||||||||||||||||||||||||||||
| Balance at April 30, 2023 | $ | $ | $ | $ | ( | ) | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||||||||||
| Common stock issued for cash | — | |||||||||||||||||||||||||||||||||||
| Regulation A stock issuances | — | ( | ) | |||||||||||||||||||||||||||||||||
| Net loss for the three months ended July 31, 2023 | — | — | ( | ) | ( | ) | ||||||||||||||||||||||||||||||
| Balance at July 31, 2023 | $ | $ | $ | $ | ( | ) | $ | $ | ( | ) | $ | |||||||||||||||||||||||||
| Balance at October 31, 2022 | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||||
| Common stock issued for cash | — | |||||||||||||||||||||||||||||||||||
| Common stock based compensation | — | |||||||||||||||||||||||||||||||||||
| Common stock issued for settlement of debt | — | |||||||||||||||||||||||||||||||||||
| Common stock to be issued from cash proceeds | — | — | ||||||||||||||||||||||||||||||||||
| Series A preferred issued pursuant to patent agreement | — | |||||||||||||||||||||||||||||||||||
| Common stock issued for cash | — | ( | ) | |||||||||||||||||||||||||||||||||
| Common stock issued for cash | — | |||||||||||||||||||||||||||||||||||
| Regulation A stock issuances | — | ( | ) | |||||||||||||||||||||||||||||||||
| Net loss for the nine months ended July 31, 2023 | — | — | ( | ) | ( | ) | ||||||||||||||||||||||||||||||
| Balance at July 31, 2023 | $ | $ | $ | $ | ( | ) | $ | $ | ( | ) | $ | |||||||||||||||||||||||||
The accompanying notes are an integral part of these unaudited condensed financial statements.
| F-4 |
| HNO INTERNATIONAL, INC. CONDENSED STATEMENT OF CASH FLOWS (Unaudited) | ||||||||
| For the Nine Months Ended July 31, | ||||||||
| 2023 | 2022 | |||||||
| Cash Flow from Operating Activities | ||||||||
| Net loss for the period | $ | ( |
) | $ | ( |
) | ||
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
| Depreciation and amortization | ||||||||
| Share based compensation | ||||||||
| Changes in operating assets and liabilities: | — | |||||||
| Increase (Decrease) in accounts payable | ( |
) | ||||||
| (Increase) Decrease in due from related party | ( |
) | ||||||
| (Increase) Decrease in security deposit | ( |
) | ||||||
| Increase in accrued interest payable | ||||||||
| Increase in payroll taxes | ||||||||
| Net Cash Used in Operating Activities | ( |
) | ( |
) | ||||
| Cash Flows from Financing Activities | ||||||||
| Proceeds from related party note payable | ||||||||
| Purchase of property and equipment | ( |
) | ||||||
| Purchase of long-term asset | ( |
) | ||||||
| Proceeds from sale of common stock | ||||||||
| Proceeds from convertible note payable | ||||||||
| Repayment of related party note payable | ( |
) | ( |
) | ||||
| Net Cash Provided by Financing Activities | ||||||||
| Cash Flows from Investing Activities | ||||||||
| Proceeds from sale of investment | ( |
) | ||||||
| Net cash provided by (used in) investing activities | ( |
) | ||||||
| Net increase in cash | ||||||||
| Cash at beginning of period | ||||||||
| Cash at end of period | $ | $ | ||||||
| Supplemental Disclosure of Interest and Income Taxes Paid: | ||||||||
| Interest paid during the period | $ | $ | ||||||
| Income taxes paid during the period | $ | $ | ||||||
| Supplemental Disclosure for Non-Cash Investing and Financing Activities: | ||||||||
| Series A preferred stock issued pursuant to patent agreement | $ | $ | ||||||
| Common stock issued for conversion of debt | $ | $ | ||||||
| Common stock issued for acquisition | $ | $ | ||||||
| The accompanying notes are an integral part of these unaudited condensed financial statements. | ||||||||
| F-5 |
HNO INTERNATIONAL, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS
JULY 31, 2023
(Unaudited)
NOTE 1 – ORGANIZATION AND BASIS OF PRESENTATION
Organization
HNO International, Inc. (the “Company”) was incorporated in the State of Nevada on May 2, 2005 under the name American Bonanza Resources Limited. On August 4, 2009, the Company acquired Clenergen Corporation Limited (UK), a United Kingdom corporation (“Limited”), and succeeded to the business of Limited. Limited acquired the assets of Rootchange Limited, a biofuel and biomass research and development company, in April 2009. On March 19, 2009, the Company changes its name to Clenergen Corporation. On July 8, 2020, the Company changed its name to Excoin Ltd. and on August 31, 2021, the Company changed its name to HNO International, Inc. its current name.
The Company specializes in the design, integration, and development of green hydrogen-based clean energy technologies. With the Company’s management having over 13 years of experience in the field of green hydrogen production, the Company is committed to providing scalable products that help businesses and communities decarbonize, reduce emissions, and cut operational costs. HNO stands for Hydrogen and Oxygen. The Company is at the forefront of developing innovative solutions, such as the Compact Hydrogen Refueling System (CHRS) and the Compact Hydrogen Production System (CHPS), which can be used to produce green hydrogen for various applications including fuel cell electric vehicles, hydrogen internal combustion engines, heating, and cooking. The CHPS is highly scalable, capable of producing 100-2,000 (or more) kilograms of hydrogen per day for commercial use in various applications. In addition, the Company develops energy systems that complement the zero-emissions EV infrastructure, reduce harmful emissions, and cut maintenance costs of commercial diesel fleets. By integrating components from leading industry partners, the Company aims to transition fossil fuels to cleaner alternatives and promote lower emissions.
Basis of presentation
The accompanying unaudited condensed financial statements have been prepared in accordance with generally accepted accounting principles for financial.
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Use of Estimates
The preparation of the condensed financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed financial statements and the reported amount of revenues and expenses during the reporting period. The management makes its best estimate of the outcome for these items based on information available when the condensed financial statements are prepared.
Cash and Cash Equivalents
The Company considers all highly liquid investments with original maturities of three months or less to be cash equivalents.
The Company accounts for stock-based compensation in accordance with ASC 718 Compensation - Stock Compensation (“ASC 718”). ASC 718 addresses all forms of share-based payment (“SBP”) awards including shares issued under employee stock purchase plans and stock incentive shares. Under ASC 718 awards result in a cost that is measured at fair value on the awards’ grant date, based on the estimated number of awards that are expected to vest and will result in a charge to operations.
| F-6 |
Income Taxes
Income taxes are computed using the asset and liability method. Under the asset and liability method, deferred income tax assets and liabilities are determined based on the differences between the financial reporting and tax bases of assets and liabilities and are measured using the currently enacted tax rates and laws. A valuation allowance is provided for the amount of deferred tax assets that, based on available evidence, are not expected to be realized.
Revenue Recognition
The Company recognizes revenue in accordance with Accounting Standards Codification (“ASC”) 606, “Revenue from Contracts with Customers”. The core principle of ASC 606 is that an entity recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. An entity recognizes revenue in accordance with that core principle by applying the following steps: Step 1: Identify the contract(s) with a customer. Step 2: Identify the performance obligations in the contract. Step 3: Determine the transaction price. Step 4: Allocate the transaction price to the performance obligations in the contract. Step 5: Recognize revenue when (or as) the entity satisfies a performance obligation. An entity must also disclose sufficient information to enable users of financial statements to understand the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers, including qualitative and quantitative information about contracts with customers, significant judgments and changes in judgments, and assets recognized from the costs to obtain or fulfill a contract.
The Company computes income (loss) per share in accordance with ASC 260 “Earnings per share”. Basic income (loss) per share is computed by dividing net income (loss) available to common shareholders by the weighted average number of outstanding common shares during the period. Diluted income (loss) per share gives effect to all dilutive potential common shares outstanding during the period. Dilutive income (loss) per share excludes all potential common shares if their effect is anti-dilutive. As of June 30, 2023, there were no potentially dilutive debt or equity instruments issued or outstanding.
Property and equipment
Property and equipment are carried at cost and, less accumulated depreciation. The cost of repairs and maintenance is expensed as incurred; major replacements and improvements are capitalized. When assets are retired or disposed of, the cost and accumulated depreciation are removed from the accounts, and any resulting gains or losses are included in income in the year of disposal. The Company examines the possibility of decreases in the value of property and equipment when events or changes in circumstances reflect the fact that their recorded value may not be recoverable.
The Company’s property and equipment mainly consists of computer and laser equipment. Depreciation is computed using the straight-line method over the estimated useful lives of the assets.
| Schedule of estimated useful lives of assets | ||
| Useful life | ||
| Small Equipment | ||
| Large Equipment | ||
| Vehicles |
Intangible assets
Intangible assets consist of patents acquired in an
asset purchase agreement (see Note 5). The estimated useful life of these assets was determined to be
| F-7 |
Impairment of Long-Lived Assets
The Company reviews its long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be fully recoverable. To determine recoverability of a long-lived asset, management evaluates whether the estimated future undiscounted net cash flows from the asset are less than its carrying amount. If impairment is indicated, the long-lived asset would be written down to fair value. Fair value is determined by an evaluation of available price information at which assets could be bought or sold, including quoted market prices, if available, or the present value of the estimated future cash flows based on reasonable and supportable assumptions.
Adoption of Recent Accounting Pronouncements
The Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.
NOTE 3 – GOING CONCERN
At July 31, 2023, we had a deficit of $
Based on the above factors, substantial doubt exists about our ability to continue as a going concern for one year from the issuance of these condensed financial statements.
NOTE 4 – PROPERTY AND EQUIPMENT
Property and equipment consisted of the following:
| Schedule of property and equipment | ||||||||
July 31, 2023 | October 31, 2022 | |||||||
| Vehicles | $ | $ | ||||||
| Small Equipment | $ | $ | ||||||
| Large Equipment | ||||||||
| Property and Equipment, Gross | $ | $ | ||||||
| Less: accumulated depreciation | ( | ) | ||||||
| Property and Equipment, Net | $ | $ | ||||||
Depreciation
expense for the nine months ended July 31, 2023 and 2022 was $
NOTE 5 – INTANGIBLE ASSETS
Patents Acquired Under Patent Purchase Agreement
On January 24, 2023, the
Company entered into a Patent Purchase Agreement with Donald Owens, the Company's Chairman of the Board of Directors, to acquire several
patents related to hydrogen supplemental systems for on-demand hydrogen generation for internal combustion engines and a method and apparatus
for increasing combustion efficiency and reducing particulate matter emissions in jet engines. In exchange for these patents, the Company
issued shares of its Series A Preferred Stock to Mr. Owens, valued at $
The details of the patents acquired are listed in the table below, which includes information on the patent numbers, titles, and status in various countries.
| F-8 |
| COUNTRY | APPLN NO |
PATENT NUMBER |
TITLE | STATUS |
|
US |
13/844,267 |
8,757,107 |
HYDROGEN SUPPLEMENTAL SYSTEM FOR ON-DEMAND HYDROGEN GENERATION FOR INTERNAL COMBUSTION ENGINES |
Issued |
|
US |
13/922,351 |
9,453,457 |
HYDROGEN SUPPLEMENTAL SYSTEM FOR ON-DEMAND HYDROGEN GENERATION FOR INTERNAL COMBUSTION ENGINES |
Issued |
|
US |
14/016,388 |
9,476,357 |
METHOD AND APPARATUS FOR INCREASING COMBUSTION EFFICIENCY AND REDUCING PARTICULATE MATTER EMISSIONS IN JET ENGINES |
Issued |
|
US |
14/326,801 |
9,267,468 |
HYDROGEN SUPPLEMENTAL SYSTEM FOR ON-DEMAND HYDROGEN GENERATION FOR INTERNAL COMBUSTION ENGINES |
Issued |
|
US |
17/047,041 |
10,920,717 |
HYDROGEN PRODUCING SYSTEM AND DEVICE FOR IMPROVING FUEL EFFICIENCY AND REDUCING EMISSIONS OF INTERNAL COMBUSTION AND/OR DIESEL ENGINES |
Issued |
|
AUSTRALIA |
2019405749 |
2019405749 |
HYDROGEN PRODUCING SYSTEM AND DEVICE FOR IMPROVING FUEL EFFICIENCY AND REDUCING EMISSIONS OF INTERNAL COMBUSTION AND/OR DIESEL ENGINES |
Issued |
|
CHINA |
201980092511.1 | HYDROGEN PRODUCING SYSTEM AND DEVICE FOR IMPROVING FUEL EFFICIENCY |
Pending | |
|
EUROPE |
19900413.6. |
HYDROGEN PRODUCING SYSTEM AND DEVICE FOR IMPROVING FUEL EFFICIENCY |
Pending | |
|
JAPAN |
2021-535288 |
HYDROGEN PRODUCING SYSTEM AND DEVICE FOR IMPROVING FUEL EFFICIENCY |
Pending |
Intangible assets at July 31, 2023 and October 31, 2022, consisted of the following:
| Schedule of intangible assets | ||||||||||||
| Useful Life (yr) | July 31, 2023 | October 31, 2022 | ||||||||||
| Patents | $ | $ | ||||||||||
| Less: accumulated amortization | ( | ) | ||||||||||
| Intangible Assets, net | $ | $ | ||||||||||
Amortization
expense for the nine months ended July 31, 2023 and 2022 was $
NOTE 6 – COMMON STOCK
The Company is authorized to issue shares of common stock, par value $.001.
Increase in Authorized Capital Stock
On January 4, 2023, the Board of Directors
and a majority of the Company’s stockholders approved the proposal to increase the number of shares of capital stock that the Company
is authorized to issue to
| F-9 |
Stock Issued
On December 9, 2020, the Company issued
shares of common stock to Douglas Anderson for consulting services totaling $
On December 9, 2020, the Company issued shares of common stock
to Eden Capital LLC for consulting services totaling $
On September 20, 2020, the Company entered into a consulting agreement with DWC, LLC. Pursuant to the terms of the consulting agreement DWC, LLC is to receive restricted shares of the Company’s common stock in exchange for corporate consulting services to be performed. In addition, DWC, LLC has agreed to pay par value of the shares. As of the year ended October 31, 2020, these shares had not yet been issued and were recorded as a stock payable, and payment of par value of the shares was recorded as a stock subscription receivable. On December 9, 2020, these shares were issued. On October 14, 2021, these shares were returned to the Company and canceled due to new management and these consulting services are no longer required.
On November 13, 2021, the Company entered into a Share Exchange Agreement by and between Company and Donald Owens (the “Share Exchange Agreement”), who was the sole shareholder of HNO Hydrogen Generators, Inc., owning shares of common stock, par value $ per share, of HNO Hydrogen Generators, Inc. (the “HNO Delaware Shares”); pursuant to which the Company agreed to acquire the HNO Delaware Shares from Mr. Owens in exchange for the issuance by the Company to Mr. Owens of shares of common stock, par value $ per share, of the Company. The Share Exchange Agreement and the transactions set forth therein were approved by the Company’s Board on November 13, 2021, and transactions closed on the same day, at which time HNO Hydrogen Generators, Inc., became a wholly owned subsidiary of the Company.
On August 22, 2022, the Company entered into a Termination of Share Exchange Agreement by and between the Company and Donald Owens, pursuant to which both parties agreed to cancel the Share Exchange Agreement dated November 13, 2021. Mr. Owens’ shares of common stock were returned to the Company for cancellation and the HNO Delaware Shares were returned to Mr. Owens. HNO Hydrogen Generators, Inc. is no longer a wholly owned subsidiary of the Company.
During the quarter
ended January 31, 2023, the Company entered into Stock Subscription Agreements with Donald Owens, the Company’s Chairman of the
Board of Directors, whereby the Company privately sold a total of shares of its common stock, $ par value per share,
(“common stock”) for a cash purchase price of $
On January 17,
2023, the Company entered into a Stock Subscription Agreement with William Parker, a member of the Company’s Board of Directors,
whereby the Company privately sold a total of shares of its common stock, $ par value per share, (“common stock”)
for a cash purchase price of $
On January 11,
2023, the Company entered into a Stock Subscription Agreement with Hossein Haririnia, the Company’s Treasurer and a member of the
Board of Directors, whereby the Company privately sold a total of shares of its common stock, $ par value per share, (“common
stock”) for a cash purchase price of $
The Company agreed to issue shares of its
common stock for settlement of the $
The Company's Board of Directors granted approval for the issuance of shares of our common stock with a value of $ on January 2, 2023, in exchange for services rendered to the Company. These shares are considered "restricted securities" under Rule 144 and were issued under the exemption provided by Section 4(a)(2) of the Securities Act of 1933, as amended.
On January
31, 2023, the Company entered into Stock Subscription Agreements with Donald Owens, the Company’s Chairman of the Board of
Directors, whereby the Company privately sold a total of shares of its common stock, $ par value per share,
(“common stock”) for a cash purchase price of $
| F-10 |
On June 9, 2023,
the Company entered into a Stock Subscription Agreement with Hossein Haririnia, the Company’s Treasurer and a member of the Board
of Directors, whereby the Company privately sold a total of shares of its common stock, $ par value per share, (“common
stock”) for a cash purchase price of $
During the quarter ended July 31, 2023, the Company issued shares
of common stock at a fixed price of $ per share for a total of $
As of July 31, 2023 and October 31, 2022, the Company had and shares of common stock issued and outstanding, respectively.
Stock Receivable
On March 31, 2022, the Company issued shares
of common stock Vivaris Capital, LLC in exchange for $
During the quarter ended July 31, 2023, the Company
issued shares of common stock under Regulation A offering to various shareholders that have not yet paid for shares; therefore,
$
Stock Payable
During the quarter ended July 31, 2023, the Company
sold shares of common stock under Regulation A offering to various shareholders that have not yet been issued by the transfer agent;
therefore, $
NOTE 7 – PREFERRED STOCK
The Company is authorized to issue shares of preferred stock, par value $.
Series A Preferred Stock
The Company is authorized to issue shares
of Series A preferred stock, par value $. On October 14, 2019, the Company issued shares of the Series A preferred stock
to Custodian Ventures LLC, the company controlled by David Lazar, the Company’s former Chief Executive Officer for forgiveness of
related party debt totaling $
On January 24, 2023, the
Company issued shares of its Series A Preferred Stock to Mr. Owens, valued at $
As of July 31, 2023 and October 31, 2022, the Company had and shares of Series A preferred stock issued and outstanding, respectively.
NOTE 8 – CONVERTIBLE NOTES PAYABLE
On December 15, 2021, the Company issued a convertible
note payable in the amount of $
The note is convertible into shares of the Company's common stock at a discount price of twenty percent (20%) per share of the current market value or trading value, using a Basic Conversion Factor (BCF) specified in the note. The Noteholder has the option to convert the entire principal balance outstanding into common stock within one year from the date of execution of this note.
On August 8, 2022, this note was repaid in full by
the Company with $
| F-11 |
NOTE 9 – RELATED PARTY TRANSACTION
On October 14, 2019, the Company issued shares of the Series
A preferred stock to Custodian Ventures LLC, the company controlled by David Lazar, the Company’s former Chief Executive Officer
for forgiveness of related party debt totaling $
During the year ended October 31, 2020 and October
31, 2019, Custodian Ventures, LLC paid a total of $
During the year ended October 31, 2020 and six months ended April 30, 2021,
Douglas Anderson, the Company’s former Chief Executive Officer, contributed $
Notes Payable, Related Party
On November 19, 2021, the Company issued a note payable in the amount of
$
On December 1, 2021, the Company issued a note payable
in the amount of $
On May 31, 2022, the Company issued a note payable
in the amount of $
On September 29, 2022, the Company issued a note payable
in the amount of $
On October 20, 2022, the Company issued a note payable
in the amount of $
On March 1, 2023, the Company issued a note payable
in the amount of $
On March 8, 2023, the Company issued a note payable
in the amount of $
On March 23, 2023, the Company issued a note payable
in the amount of $
On April 3, 2023, the Company issued a note payable
in the amount of $
On April 13, 2023, the Company issued a note payable
in the amount of $
On April 17, 2023, the Company issued a note payable
in the amount of $
As of July 31, 2023 and October 31, 2022, these current
and long-term notes payable had an outstanding balance of $
| F-12 |
As of July 31, 2023 and October 31, 2022, the Company
has recorded $
Advances from Related Party
During the quarter ended July 31, 2023, HNO Green Fuels advanced the Company
$
Due from Related Party
The Company loaned money to HNO Hydrogen Generators,
a related party whose CEO is also the Chairman of the Company's Board of Directors. As of July 31, 2023 and October 31, 2022, the Company
had a receivable of $
NOTE 10 – SIMPLE AGREEMENT FOR FUTURE EQUITY
On July 10, 2023, the Company entered into a Simple Agreement for Future
Equity (the “SAFE”) with Varea, Inc. ("Varea"), a Delaware corporation. Pursuant to the SAFE, the Company is investing
$
Prior to entering into this SAFE, the Company had an existing financial arrangement with Varea LLC, whereby Varea LLC invoiced the Company for services rendered, which were recorded as expenses by HNOI. However, recognizing the potential for a more mutually beneficial arrangement, Varea Inc. proposed a revised approach. Under the newly proposed approach, Varea Inc. would submit a detailed budget outlining their anticipated monthly expenses, and HNO International, Inc. would view these expenses as an investment opportunity rather than mere costs. In exchange for funding Varea Inc.'s expenses, HNO International, Inc. would receive a post-money SAFE, which represents a future right to certain shares of Varea's Capital Stock. The transition from the previous invoicing system to the investment-based financial arrangement was agreed by both parties. The terms and conditions of the agreement, including the conversion of expenses into a potential future return on investment, were thoroughly assessed and discussed.
The balance of the SAFE on July 31, 2023, was $
NOTE 11 – SUBSEQUENT EVENTS
Subsequent to the quarter ended July 31, 2023, the Company sold
shares of common stock for cash totaling $
On August
28, 2023, the Company entered into a Purchase and Sale Agreement (the “PSA”) with TCF Elrod, LLC (the “Seller”).
Pursuant to the PSA, the Company agreed to purchase property located in Harris County, Texas, including real property, improvements,
development rights, and a lease. The purchase price for the property is $
| F-13 |
Report of Independent Registered Public Accounting Firm
To the shareholders and the board of directors of HNO International, Inc.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of HNO International, Inc. as of October 31, 2022 and 2021, the related statements of operations, stockholders' equity (deficit), and cash flows for the years then ended, and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of October 31, 2022 and 2021, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States.
Substantial Doubt about the Company’s Ability to Continue as a Going Concern
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 3 to the financial statements, the Company has suffered recurring losses from operations and has a significant accumulated deficit. In addition, the Company continues to experience negative cash flows from operations. These factors raise substantial doubt about the Company's ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 3. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Basis for Opinion
These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.
/S/ BF Borgers CPA PC
BF Borgers CPA PC (PCAOB ID 5041)
We have served as the Company's auditor since 2022
Lakewood, CO
March 20, 2023
| F-14 |
| HNO INTERNATIONAL, INC. BALANCE SHEETS | ||||||||
| October 31, | October 31, | |||||||
| 2022 | 2021 | |||||||
| ASSETS | ||||||||
| Current Assets | ||||||||
| Cash | $ | $ | ||||||
| Due from related party | ||||||||
| Total Current Assets | ||||||||
| Other Assets | ||||||||
| Security deposits | ||||||||
| Total Other Assets | ||||||||
| TOTAL ASSETS | $ | $ | ||||||
| LIABILITIES AND STOCKHOLDERS' DEFICIT | ||||||||
| LIABILITIES | ||||||||
| Current Liabilities | ||||||||
| Accounts payable | $ | $ | ||||||
| Accrued interest payable | ||||||||
| Notes payable, related party | ||||||||
| Related party note payable | ||||||||
| Total Current Liabilities | ||||||||
| Long Term Notes Payable | ||||||||
| Total Liabilities | ||||||||
| STOCKHOLDERS’ DEFICIT | ||||||||
| Preferred stock, par value $ per share; shares authorized | ||||||||
| and Series A shares issued and outstanding as of October 31, 2022 and October 31, 2021, respectively | ||||||||
| Common stock, par value $ per share; shares authorized; and shares issued and outstanding as of October 31, 2022 and October 31, 2021, respectively | ||||||||
| Stock subscription receivable | ( | ) | ||||||
| Additional paid-in capital | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Total Stockholders’ Deficit | ( | ) | ( | ) | ||||
| TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT | $ | $ | ||||||
| The accompanying notes are an integral part of these financial statements. | ||||||||
| F-15 |
| HNO INTERNATIONAL, INC. STATEMENT OF OPERATIONS | ||||||||
| For the Year ended October 31, | ||||||||
| 2022 | 2021 | |||||||
| Revenue | $ | $ | ||||||
| Cost of goods sold | ( | ) | ||||||
| Gross Profit | ||||||||
| Operating expenses | ||||||||
| Advertising and Marketing | ||||||||
| Contract labor | ||||||||
| General and administrative expenses | ||||||||
| Interest expense | ||||||||
| Legal and accounting fees | ||||||||
| Professional fees | ||||||||
| Payroll expenses | ||||||||
| Rent | ||||||||
| Travel expenses | ||||||||
| Vehicle expenses | ||||||||
| Total Operating Expenses | ||||||||
| Loss from Operations | $ | ( | ) | $ | ( | ) | ||
| Net Loss | $ | ( | ) | $ | ( | ) | ||
| PER SHARE AMOUNTS | ||||||||
| Basic and diluted net loss per share | ) | ) | ||||||
| Weighted average number of common shares outstanding - basic and diluted | ||||||||
| The accompanying notes are an integral part of these financial statements. | ||||||||
| F-16 |
HNO INTERNATIONAL, INC.
| ||||||||||||||||||||||||||||||||||||
| Series A Preferred Stock | Common Stock | Stock | Stock Subscription | Additional Paid-in | Accumulated | Total Stockholders' | ||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Payable | Receivable | Capital | Deficit | Deficit | ||||||||||||||||||||||||||||
| Balance at October 31, 2020 | $ | $ | $ | $ | ( | ) | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||||||||||
| Shares issued for payable | — | ( | ) | ( | ) | |||||||||||||||||||||||||||||||
| Shares issued for consulting services to a related party | — | |||||||||||||||||||||||||||||||||||
| Cancellation of shares | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||||
| Contributed capital | — | — | ||||||||||||||||||||||||||||||||||
| Net loss for the year ended October 31, 2021 | — | — | ( | ) | ( | ) | ||||||||||||||||||||||||||||||
| Balance at October 31, 2021 | $ | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||||||||||||
| Shares issued for acquisition | — | ( | ) | |||||||||||||||||||||||||||||||||
| Shares issued for consulting services | — | ( | ) | |||||||||||||||||||||||||||||||||
| Shares cancelled for cancellation of acquisition | — | ( | ) | ( | ) | ( | ) | |||||||||||||||||||||||||||||
| Series A Preferred Stock returned to treasury | ( | ) | ( | ) | — | |||||||||||||||||||||||||||||||
| Net loss for the year ended October 31, 2022 | — | — | ( | ) | ( | ) | ||||||||||||||||||||||||||||||
| Balance at October 31, 2022 | $ | $ | $ | $ | ( | ) | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||||||||||
| The accompanying notes are an integral part of these financial statements. | ||||||||||||||||||||||||||||||||||||
| F-17 |
| HNO INTERNATIONAL, INC. STATEMENT OF CASH FLOWS | ||||||||
| For the Year Ended October 31, | ||||||||
| 2022 | 2021 | |||||||
| Cash Flow from Operating Activities | ||||||||
| Net loss for the period | $ | ( | ) | $ | ( | ) | ||
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
| Shares issued for services | ||||||||
| Changes in operating assets and liabilities: | ||||||||
| Increase (Decrease) in accounts payable | ( | ) | ||||||
| (Increase) Decrease in due from related party | ( | ) | ||||||
| (Increase) Decrease in security deposit | ( | ) | ||||||
| Increase (Decrease) in accrued interest payable | ||||||||
| Net Cash Used in Operating Activities | ( | ) | ( | ) | ||||
| Cash Flows from Financing Activities | ||||||||
| Proceeds from related party notes payable | ||||||||
| Repayment of related party note payable | ( | ) | ||||||
| Common stock issued for payable | ( | ) | ||||||
| Proceeds from related party | ||||||||
| Contributed capital | ||||||||
| Net Cash Provided by Financing Activities | ||||||||
| Net increase (decrease) in cash | ||||||||
| Cash at beginning of period | ||||||||
| Cash at end of period | $ | $ | ||||||
| Supplemental Disclosure of Interest and Income Taxes Paid: | ||||||||
| Interest paid during the period | $ | $ | ||||||
| Income taxes paid during the period | $ | $ | ||||||
| Supplemental Disclosure for Non-Cash Investing and Financing Activities: | ||||||||
| Issuance of common stock for payable | $ | $ | ||||||
The accompanying notes are an integral part of these financial statements.
| F-18 |
HNO INTERNATIONAL, INC.
NOTES TO FINANCIAL STATEMENTS
OCTOBER 31, 2022
Note 1 – Organization and basis of accounting ORGANIZATION AND BASIS OF PRESENTATION
Organization
HNO International, Inc. (the “Company”) was incorporated in the State of Nevada on May 2, 2005 under the name American Bonanza Resources Limited. On August 4, 2009, the Company acquired Clenergen Corporation Limited (UK), a United Kingdom corporation (“Limited”), and succeeded to the business of Limited. Limited acquired the assets of Rootchange Limited, a biofuel and biomass research and development company, in April 2009. On March 19, 2009, the Company changes its name to Clenergen Corporation. On July 8, 2020, the Company changed its name to Excoin Ltd. and on August 31, 2021, the Company changed its name to HNO International, Inc. its current name.
The Company focuses on systems engineering design, integration, and product development for the generation of green hydrogen based solutions to help businesses and communities decarbonize in the near term. For over a decade, the Company’s management has developed innovative hydrogen systems that create, store, and distribute green hydrogen at low costs, and foster emissions reductions.
The global green hydrogen market was valued at $
Note 2 – Summary of significant accounting policies SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of presentation
The accompanying unaudited financial statements have been prepared in accordance with generally accepted accounting principles for financial information and with the instructions to OTC Markets Alternative Reporting Standard.
Use of Estimates
The preparation of the financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reporting period. The management makes its best estimate of the outcome for these items based on information available when the financial statements are prepared.
The Company accounts for stock-based compensation in accordance with ASC 718 Compensation - Stock Compensation (“ASC 718”). ASC 718 addresses all forms of share-based payment (“SBP”) awards including shares issued under employee stock purchase plans and stock incentive shares. Under ASC 718 awards result in a cost that is measured at fair value on the awards’ grant date, based on the estimated number of awards that are expected to vest and will result in a charge to operations.
Property and equipment
Property and equipment are carried at cost and, less accumulated depreciation. The cost of repairs and maintenance is expensed as incurred; major replacements and improvements are capitalized. When assets are retired or disposed of, the cost and accumulated depreciation are removed from the accounts, and any resulting gains or losses are included in income in the year of disposal. The Company examines the possibility of decreases in the value of property and equipment when events or changes in circumstances reflect the fact that their recorded value may not be recoverable.
| F-19 |
The Company’s property and equipment mainly consists of computer and laser equipment. Depreciation is computed using the straight-line method over the estimated useful lives of the assets, which range from 4-12 years.
Adoption of Recent Accounting Pronouncements
The Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.
Note 3 - Going Concern GOING CONCERN
At October 31, 2022, we had a deficit of $
Based on the above factors, substantial doubt exists about our ability to continue as a going concern for one year from the issuance of these financial statements.
Note 4 – Related party transactions RELATED PARTY TRANSACTION
On October 14, 2019, the Company issued shares of the Series
A preferred stock to Custodian Ventures LLC, the company controlled by David Lazar, the Company’s former Chief Executive Officer
for forgiveness of related party debt totaling $
During the year ended October 31, 2020 and October
31, 2019, Custodian Ventures, LLC paid a total of $
During the year ended October 31, 2020 and six months ended April 30, 2021,
Douglas Anderson, the Company’s former Chief Executive Officer, contributed $
Notes Payable, Related Party
On November 19, 2021, the Company issued a note payable
in the amount of $
On December 1, 2021, the Company issued a note payable
in the amount of $
On May 31, 2022, the Company issued a note payable
in the amount of $
On September 29, 2022, the Company issued a note payable
in the amount of $
| F-20 |
On October 20, 2022, the Company issued a note payable
in the amount of $
During the years ended October 31, 2022, and October
31, 2021, the Company accounted $
As of October 31, 2022, and October 31, 2021, these
current and long-term notes payable had an outstanding balance of $
Due from Related Party
The Company loaned money to HNO Hydrogen Generators, a related party whose
CEO is also the Chairman of the Company's Board of Directors. As of October 31, 2022 and 2021, the Company had a receivable of $
Note 5 – Convertible Notes Payable CONVERTIBLE NOTES PAYABLE
On December 15, 2021, the Company issued a convertible
note payable in the amount of $
The note is convertible into shares of the Company's common stock at a discount price of twenty percent (20%) per share of the current market value or trading value, using a Basic Conversion Factor (BCF) specified in the note. The Noteholder has the option to convert the entire principal balance outstanding into common stock within one year from the date of execution of this note.
On August 8, 2022, this note was repaid in full by
the Company with $
Note 6 – Common stock COMMON STOCK
The Company is authorized to issue shares of common stock, par value $001.
Stock Issued
On December 9, 2020, the Company issued
shares of common stock to Douglas Anderson for consulting services totaling $
On December 9, 2020, the Company issued shares of common stock
to Eden Capital LLC for consulting services totaling $
On September 20, 2020, the Company entered into a consulting agreement with DWC, LLC. Pursuant to the terms of the consulting agreement DWC, LLC is to receive restricted shares of the Company’s common stock in exchange for corporate consulting services to be performed. In addition, DWC, LLC has agreed to pay par value of the shares. As of the year ended October 31, 2020, these shares had not yet been issued and were recorded as a stock payable and payment of par value of the shares was recorded as a stock subscription receivable. On December 9, 2020, these shares were issued. On October 14, 2021, these shares were returned to the Company and cancelled due to new management and these consulting services no longer required.
On November 13, 2021, Company entered into a Share Exchange Agreement by and between Company and Donald Owens (the “Share Exchange Agreement”), who was the sole shareholder of HNO Hydrogen Generators, Inc., owning shares of common stock, par value $ per share, of HNO Hydrogen Generators, Inc. (the “HNO Delaware Shares”); pursuant to which the Company agreed to acquire the HNO Delaware Shares from Mr. Owens in exchange for the issuance by the Company to Mr. Owens of shares of common stock, par value $ per share, of the Company. The Share Exchange Agreement and the transactions set forth therein were approved by the Company’s Board on November 13, 2021 and transactions closed on the same day, at which time HNO Hydrogen Generators, Inc., became a wholly owned subsidiary of the Company.
| F-21 |
On August 22, 2022, the Company entered into a Termination of Share Exchange Agreement by and between the Company and Donald Owens, pursuant to which both parties agreed to cancel the Share Exchange Agreement dated November 13, 2021. Mr. Owens’ shares of common stock were returned to the Company for cancellation and the HNO Delaware Shares were returned to Mr. Owens. HNO Hydrogen Generators, Inc. is no longer a wholly owned subsidiary of the Company.
Stock Receivable
On March 31, 2022, the Company issued shares
of common stock Vivaris Capital, LLC in exchange for $
As of October 31, 2022 and October 31, 2021, the Company had and shares of common stock issued and outstanding, respectively.
Note 7 – Preferred Stock PREFERRED STOCK
The Company is authorized to issue shares of preferred stock, par value $001.
Series A Preferred Stock
The Company has designated shares of Series
A preferred stock, par value $. On October 14, 2019, the Company issued shares of the Series A preferred stock to Custodian
Ventures LLC, the company controlled by David Lazar, the Company’s former Chief Executive Officer for forgiveness of related party
debt totaling $
As of October 31, 2022 and October 31, 2021, the Company had 5,000,000 and 10,000,000 shares of preferred stock issued and outstanding, respectively.
Note 8 – Income Taxes INCOME TAXES
For the year
ended October 31, 2022, the Company has incurred net losses and therefore, it has
The provision for income
taxes differs from the amounts which would be provided by applying the statutory federal income tax rate of
| Schedule of provision for income taxes | ||||||||
| For the year ended October 31, 2022 | For the year ended October 31, 2021 | |||||||
| Income tax expense (benefit) at statutory rate | ( | ) | ( | ) | ||||
| Change in valuation allowance | ||||||||
| Income tax expense | ||||||||
Net deferred tax assets consist of the following components as of October 31, 2022 and 2021:
| Schedule of deferred tax assets | ||||||||
| October 31, 2022 | October 31, 2021 | |||||||
| Gross deferred tax asset | ||||||||
| Valuation allowance | ( |
) | ( |
) | ||||
| Net deferred tax asset | ||||||||
| F-22 |
Due to the change in ownership,
provisions of the Tax Reform Act of 1986, net operating loss carry forwards of approximately $
The Company has
The Company had
Note 9 – Subsequent Events SUBSEQUENT EVENTS
Subsequent to October 31, 2022, the
Company entered into Stock Subscription Agreements with Donald Owens, the Company’s Chairman of the Board of Directors, (“purchaser”)
whereby the Company privately sold a total of shares of its common stock, $ par value per share, (“common stock”)
for a cash purchase price of $
Subsequent to October 31, 2022, the
Company entered into a Stock Subscription Agreement with William Parker, a member of the Company’s Board of Directors, (“purchaser”)
whereby the Company privately sold a total of shares of its common stock, $ par value per share, (“common stock”)
for a cash purchase price of $
Subsequent to October 31, 2022, the
Company entered into a Stock Subscription Agreement with Hossein Haririnia, the Company’s Treasurer and member of the Board of Directors,
(“purchaser”) whereby the Company privately sold a total of shares of its common stock, $ par value per share,
(“common stock”) for a cash purchase price of $
The Company agreed to issue shares of its common stock for settlement
of the $
On January 2, 2023, the Company’s Board of Directors approved the issuance of shares of our common stock in exchange for services rendered to the Company. The shares are ‘restricted securities’ under Rule 144 and the issuance of the shares was made in reliance upon the exemption provided in Section 4(a)(2) of the Securities Act of 1933, as amended.
On January 4, 2023, the Board of Directors
and a majority of the Company’s stockholders approved the proposal to increase the number of shares of capital stock that the Company
is authorized to issue to
On January 24, 2023, the Company took a step in creating an intellectual property portfolio by entering into a Patent Purchase Agreement with Donald Owens, the Company's Chairman of the Board of Directors.
Under the terms of the Patent Agreement, Mr. Owens agreed to sell to the Company the patents listed in the table below, in exchange for the issuance of shares of the Company's Series A Preferred Stock. These patents are related to hydrogen supplemental systems for on-demand hydrogen generation for internal combustion engines and a method and apparatus for increasing combustion efficiency and reducing particulate matter emissions in jet engines.
| F-23 |
Please find the details of the patents acquired in the table below:
| COUNTRY | APPLN NO | Patent Number | TITLE | STATUS |
|
US |
13/844,267 |
8,757,107 |
HYDROGEN SUPPLEMENTAL SYSTEM FOR ON-DEMAND HYDROGEN GENERATION FOR INTERNAL COMBUSTION ENGINES |
Issued |
|
US |
13/922,351 |
9,453,457 |
HYDROGEN SUPPLEMENTAL SYSTEM FOR ON-DEMAND HYDROGEN GENERATION FOR INTERNAL COMBUSTION ENGINES |
Issued |
|
US |
14/016,388 |
9,476,357 |
METHOD AND APPARATUS FOR INCREASING COMBUSTION EFFICIENCY AND REDUCING PARTICULATE MATTER EMISSIONS IN JET ENGINES |
Issued |
|
US |
14/326,801 |
9,267,468 |
HYDROGEN SUPPLEMENTAL SYSTEM FOR ON-DEMAND HYDROGEN GENERATION FOR INTERNAL COMBUSTION ENGINES |
Issued |
|
US |
17/047,041 |
10,920,717 |
HYDROGEN PRODUCING SYSTEM AND DEVICE FOR IMPROVING FUEL EFFICIENCY AND REDUCING EMISSIONS OF INTERNAL COMBUSTION AND/OR DIESEL ENGINES |
Issued |
|
AUSTRALIA |
2019405749 |
2019405749 |
HYDROGEN PRODUCING SYSTEM AND DEVICE FOR IMPROVING FUEL EFFICIENCY AND REDUCING EMISSIONS OF INTERNAL COMBUSTION AND/OR DIESEL ENGINES |
Issued |
|
CHINA |
201980092511.1 | HYDROGEN PRODUCING SYSTEM AND DEVICE FOR IMPROVING FUEL EFFICIENCY |
Pending | |
|
EUROPE |
19900413.6. |
HYDROGEN PRODUCING SYSTEM AND DEVICE FOR IMPROVING FUEL EFFICIENCY |
Pending | |
|
JAPAN |
2021-535288 |
HYDROGEN PRODUCING SYSTEM AND DEVICE FOR IMPROVING FUEL EFFICIENCY |
Pending |
| F-24 |
PART II - INFORMATION NOT REQUIRED IN PROSPECTUS
Item 13 - Other Expenses of Issuance and Distribution
We estimate that expenses in connection with the distribution described in this Registration Statement (other than brokerage commissions, discounts or other expenses relating to the sale of the shares by the Selling Security Holder) will be as set forth below. We will pay all of the expenses with respect to the distribution, and such amounts, with the exception of the SEC registration fee, are estimates.
|
Amount to Be Paid |
||||
| SEC registration fee | $ | 180.29 | ||
| State filing fees | 500.00 | |||
| Edgarizing costs | 500.00 | |||
| Accounting fees and expenses | 1,000.00 | |||
| Legal fees and expenses | 20,000.00 | |||
| Total | $ | 22,180.29 | ||
Item 14 - Indemnification of Directors and Officers
Section 145 of the Nevada General Corporation Law permits a corporation to indemnify any director or officer of the corporation against expenses (including attorney’s fees), judgments, fines and amounts paid in settlement actually and reasonably incurred in connection with any action, suit or proceeding brought by reason of the fact that such person is or was a director or officer of the corporation, if such person acted in good faith and in a manner that he or she reasonably believed to be in, or not opposed to, the best interests of the corporation, and, with respect to any criminal action or proceeding, if he or she had no reason to believe his or her conduct was unlawful. In a derivative action, one brought by or on behalf of the corporation), indemnification may be provided only for expenses actually and reasonably incurred by any director or officer in connection with the defense or settlement of such an action or suit if such person acted in good faith and in a manner that he or she reasonably believed to be in, or not opposed to, the best interests of the corporation, except that no indemnification shall be provided if such person shall have been adjudged to be liable to the corporation, unless and only to the extent that the court in which the action or suit was brought shall determine that the defendant is fairly and reasonably entitled to indemnity for such expenses despite such adjudication of liability.
Our Articles of Incorporation contain a provision that no director or officer will be personally liable to us or our stockholders for damages regarding breaches of fiduciary duty. This limitation on liability may reduce the likelihood of derivative litigation against our officers and directors and may discourage or deter our stockholders from suing our officers and directors based upon breaches of their duties to our Company.
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers or controlling persons pursuant to the foregoing provisions, or otherwise, we have been advised that in the opinion of the Securities and Exchange Commission this indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.
Item 15 - Recent Sales of Unregistered Securities
The following table includes all unregistered sales of securities made by us during the last three years:
| 40 |
| Date | Name | Consideration | Securities | Exemption from Registration |
| 12/9/20 | Douglas Anderson | Services | 95,000,000 | Section 4(a)(2) |
| 2/23/22 | Vivaris Capital | Services | 10,000,000 | Section 4(a)(2) |
| 12/22/22 | Donald Owens | Cash | 20,000,000 | Rule 506 (b) of Regulation D |
| 12/26/22 | HNO Green Fuels | Debt Extinguishment | 20,000,000 | Section 4(a)(2) |
| 12/30/22 | Donald Owens | Cash | 80,000,000 | Rule 506 (b) of Regulation D |
| 1/11/23 | Hossein Haririnia | Cash | 2,000,000 | Rule 506 (b) of Regulation D |
| 1/13/23 | Donald Owens | Cash | 75,000,000 | Rule 506 (b) of Regulation D |
| 1/17/23 | William Parker | Cash | 5,000,000 | Rule 506 (b) of Regulation D |
| 1/2/23 | Jasmine Louis | Services | 500,000 | Section 4(a)(2) |
| 1/2/23 | Greg Heller | Services | 250,000 | Section 4(a)(2) |
| 1/2/23 | Paul Mueller | Services | 250,000 | Section 4(a)(2) |
| 1/2/23 | Hossein Haririnia | Services | 250,000 | Section 4(a)(2) |
| 1/2/23 | William Parker | Services | 100,000 | Section 4(a)(2) |
| 1/2/23 | Kristina Mabry | Services | 75,000 | Section 4(a)(2) |
| 1/2/23 | Brian Hill | Services | 250,000 | Section 4(a)(2) |
| 1/2/23 | Malachi Smith | Services | 75,000 | Section 4(a)(2) |
| 1/2/23 | Saad Hasan | Services | 75,000 | Section 4(a)(2) |
| 1/2/23 | Alison Bedwell | Services | 75,000 | Section 4(a)(2) |
| 1/2/23 | Misty Pommier | Services | 75,000 | Section 4(a)(2) |
| 1/2/23 | Fernando Godinez | Services | 25,000 | Section 4(a)(2) |
| 1/2/23 | Gio Alpuente | Services | 25,000 | Section 4(a)(2) |
| 1/31/23 | Donald Owens | Cash | 100,000,000 | Rule 506 (b) of Regulation D |
| 6/9/23 | Hossein Haririnia | Cash | 8,000,000 | Rule 506 (b) of Regulation D |
| 5/20/23 | Raquel A Williams | Cash | 1,000 | Regulation A |
| 5/22/23 | Thornal Adams | Cash | 1,000 | Regulation A |
| 5/17/23 | Carl M Agard | Cash | 1,000 | Regulation A |
| 5/18/23 | Angeline M Alexander | Cash | 5,000 | Regulation A |
| 5/20/23 | Wesley Clifford Allen | Cash | 2,000 | Regulation A |
| 5/16/23 | Berthe S. Alleyne | Cash | 2,000 | Regulation A |
| 5/18/23 | Aaron Anthony Alli | Cash | 1,000 | Regulation A |
| 5/16/23 | Phyllis Ann Alston | Cash | 250 | Regulation A |
| 5/22/23 | Juliette Alston | Cash | 1,000 | Regulation A |
| 5/29/23 | Vernell Alston | Cash | 1,000 | Regulation A |
| 5/28/23 | Jasmine Alvarez | Cash | 1,000 | Regulation A |
| 5/16/23 | Christopher Anderson | Cash | 500 | Regulation A |
| 5/22/23 | Treddis D. Anderson | Cash | 1,000 | Regulation A |
| 5/23/23 | Treddis D. Anderson, Jr. | Cash | 1,000 | Regulation A |
| 5/16/23 | Jerome Armstead Armstead | Cash | 2,000 | Regulation A |
| 5/22/23 | Ashley Chantal Armstead | Cash | 1,000 | Regulation A |
| 5/18/23 | Jerome Armstead | Cash | 3,000 | Regulation A |
| 5/20/23 | Kitambra Mcshay Baker | Cash | 1,000 | Regulation A |
| 5/26/23 | Deniece Carolyn Baker | Cash | 1,000 | Regulation A |
| 5/23/23 | Darius Barnes | Cash | 1,000 | Regulation A |
| 5/23/23 | Heather Ingrid Beckno | Cash | 1,000 | Regulation A |
| 5/22/23 | Taylor Alonzo Belden | Cash | 1,000 | Regulation A |
| 5/18/23 | Lenore P. Bell | Cash | 1,500 | Regulation A |
| 5/24/23 | Broderick Dennis Bellow | Cash | 1,000 | Regulation A |
| 5/18/23 | Joel Benjamin | Cash | 2,000 | Regulation A |
| 5/16/23 | Joel Benjamin | Cash | 300 | Regulation A |
| 41 |
| 5/17/23 | Kevin Bens | Cash | 1,000 | Regulation A |
| 5/16/23 | Jennifer J. Berry | Cash | 500 | Regulation A |
| 5/25/23 | Michael J. Bishop | Cash | 5,600 | Regulation A |
| 5/16/23 | Danny Ray Bouie | Cash | 250 | Regulation A |
| 5/23/23 | Danny Ray Bouie | Cash | 1,000 | Regulation A |
| 5/22/23 | Philip Bowman | Cash | 10,000 | Regulation A |
| 5/17/23 | Lashaunda S. Bradley | Cash | 250 | Regulation A |
| 5/31/23 | Willie Bradshaw | Cash | 10,000 | Regulation A |
| 5/17/23 | Monica Marie Brewer | Cash | 1,000 | Regulation A |
| 5/16/23 | Willie Cal Brown | Cash | 250 | Regulation A |
| 5/24/23 | Keith Burleigh | Cash | 1,000 | Regulation A |
| 5/20/23 | Brian Paul Burrage | Cash | 1,000 | Regulation A |
| 5/16/23 | Brian Byrd | Cash | 250 | Regulation A |
| 5/22/23 | Greg Byrd Entertainment LLC c/o Gregory S Byrd | Cash | 1,000 | Regulation A |
| 5/23/23 | Sharon Hardy Caddle | Cash | 2,000 | Regulation A |
| 5/26/23 | Sharon Hardy Caddle | Cash | 1,800 | Regulation A |
| 5/31/23 | Sharon Hardy Caddle | Cash | 1,200 | Regulation A |
| 5/18/23 | Julio Cesar Campos | Cash | 5,000 | Regulation A |
| 5/16/23 | Alfred Eugene Carroll | Cash | 250 | Regulation A |
| 5/18/23 | Annette Chase | Cash | 1,000 | Regulation A |
| 5/25/23 | Eldridge Louis Chism, Jr. | Cash | 1,000 | Regulation A |
| 5/24/23 | Carlise T. Choate | Cash | 1,000 | Regulation A |
| 5/18/23 | Chukwudi Nwokedi Chukwuelue | Cash | 1,000 | Regulation A |
| 5/17/23 | Judith Christine Clarke | Cash | 1,000 | Regulation A |
| 5/20/23 | Zinger Clausell Holley | Cash | 1,000 | Regulation A |
| 5/29/23 | Chalina Y. Clemons | Cash | 10,000 | Regulation A |
| 5/23/23 | Tina Maria Clonts | Cash | 2,000 | Regulation A |
| 5/31/23 | Anita J. Clonts | Cash | 2,000 | Regulation A |
| 5/23/23 | Anita Clonts | Cash | 1,200 | Regulation A |
| 5/31/23 | Lorna N. Cole | Cash | 10,000 | Regulation A |
| 5/16/23 | Simone Turia Coleman | Cash | 5,000 | Regulation A |
| 5/16/23 | Simone Turia Coleman | Cash | 5,000 | Regulation A |
| 5/16/23 | Joe Richard Condrey | Cash | 5,000 | Regulation A |
| 5/16/23 | Arthur Lee Conway | Cash | 500 | Regulation A |
| 5/20/23 | Keith Ryan Cortesini | Cash | 1,000 | Regulation A |
| 5/16/23 | Samuel Austin Cutler | Cash | 25,000 | Regulation A |
| 5/17/23 | Samuel Austin Cutler | Cash | 74,999 | Regulation A |
| 5/22/23 | Samuel Austin Cutler | Cash | 10,001 | Regulation A |
| 5/16/23 | Tammy M. Davis | Cash | 5,000 | Regulation A |
| 5/16/23 | Nicola Natoya Davis | Cash | 250 | Regulation A |
| 5/23/23 | Nicola Natoya Davis | Cash | 1,000 | Regulation A |
| 5/24/23 | Marcus Hampton Davis | Cash | 2,000 | Regulation A |
| 5/24/23 | Lesa Deed-ross | Cash | 1,500 | Regulation A |
| 5/20/23 | Shamar Delsol | Cash | 1,000 | Regulation A |
| 5/17/23 | Dawn Monique Devega | Cash | 1,000 | Regulation A |
| 6/1/23 | Rhonda E. Dunlap | Cash | 1,000 | Regulation A |
| 5/17/23 | Charmaine Easley | Cash | 1,000 | Regulation A |
| 5/16/23 | Edward Ederaine | Cash | 450 | Regulation A |
| 5/22/23 | Edward Ederaine | Cash | 1,000 | Regulation A |
| 5/30/23 | Edward Ederaine | Cash | 1,000 | Regulation A |
| 5/24/23 | Adam David Eidson | Cash | 10,000 | Regulation A |
| 5/17/23 | Armando Ernesto Ellis | Cash | 20,000 | Regulation A |
| 5/19/23 | Aj Ellis | Cash | 1,500 | Regulation A |
| 5/18/23 | Daniel Louis Erber | Cash | 1,000 | Regulation A |
| 5/16/23 | Joni V. Evans | Cash | 5,000 | Regulation A |
| 5/18/23 | John Earl Fann | Cash | 1,000 | Regulation A |
| 42 |
| 5/24/23 | Quenton Farr | Cash | 2,000 | Regulation A |
| 5/18/23 | Anaise Margarlis Ferguson | Cash | 4,000 | Regulation A |
| 5/17/23 | Brian Fifer | Cash | 1,000 | Regulation A |
| 5/24/23 | Jerry Robin Finin | Cash | 1,100 | Regulation A |
| 5/26/23 | Nancy Flemming | Cash | 1,000 | Regulation A |
| 5/23/23 | Jane Vinoya Flores | Cash | 1,000 | Regulation A |
| 5/22/23 | Kachan A. Forbes | Cash | 1,000 | Regulation A |
| 5/20/23 | Dwight Mcneal Ford | Cash | 1,000 | Regulation A |
| 5/23/23 | Dwight Mcneal Ford | Cash | 2,000 | Regulation A |
| 5/18/23 | Faytesha Maureen Gay | Cash | 10,000 | Regulation A |
| 5/17/23 | Charles Allen Gibson | Cash | 10,000 | Regulation A |
| 5/16/23 | Tyrell J. Gibson | Cash | 250 | Regulation A |
| 5/21/23 | Deric Adolphus Gilliard | Cash | 1,000 | Regulation A |
| 5/17/23 | Thad Gittens | Cash | 1,000 | Regulation A |
| 5/21/23 | Thad Michael Gittens | Cash | 1,500 | Regulation A |
| 5/21/23 | Thad Michael Gittens | Cash | 1,000 | Regulation A |
| 5/21/23 | Thad Michael Gittens | Cash | 1,500 | Regulation A |
| 5/22/23 | Thad Michael Gittens | Cash | 1,000 | Regulation A |
| 5/16/23 | Kenneth M. Givens Jr | Cash | 300 | Regulation A |
| 5/22/23 | Ramanathan Gnanadesikan | Cash | 10,000 | Regulation A |
| 5/16/23 | Parrish Leshown Godchild | Cash | 500 | Regulation A |
| 5/17/23 | Raymos A. Gonzales | Cash | 1,000 | Regulation A |
| 5/29/23 | Diamond Mercedes Goodson | Cash | 1,000 | Regulation A |
| 5/19/23 | Marcus Gravely | Cash | 1,000 | Regulation A |
| 5/16/23 | Michael Allen Gravely Jr | Cash | 250 | Regulation A |
| 5/23/23 | Kevin Eric Green | Cash | 1,999 | Regulation A |
| 5/16/23 | Tawana Nichole Greene | Cash | 250 | Regulation A |
| 5/20/23 | Sunita Usha Lianti Greenfield | Cash | 1,000 | Regulation A |
| 5/16/23 | Jalon Spencer Griffin | Cash | 250 | Regulation A |
| 5/30/23 | Spencer Griffin III | Cash | 1,500 | Regulation A |
| 5/17/23 | Dwight Hall | Cash | 2,000 | Regulation A |
| 5/23/23 | Absalom Jovelle Hall | Cash | 5,000 | Regulation A |
| 5/24/23 | Takiyaj Hall | Cash | 1,000 | Regulation A |
| 5/25/23 | Bettina A. Hall | Cash | 4,000 | Regulation A |
| 5/16/23 | Willie Louis Hardy | Cash | 250 | Regulation A |
| 5/17/23 | Ellenar Harper | Cash | 1,000 | Regulation A |
| 5/22/23 | Steven Harper | Cash | 1,000 | Regulation A |
| 5/25/23 | Steven Harper | Cash | 2,000 | Regulation A |
| 5/16/23 | La Tonya Harris | Cash | 1,000 | Regulation A |
| 5/22/23 | Christopher Harris | Cash | 1,000 | Regulation A |
| 6/1/23 | Melinda W. Harris | Cash | 1,000 | Regulation A |
| 5/16/23 | Menarda Meshea Hayes | Cash | 250 | Regulation A |
| 5/16/23 | Bryant Keith Hayes | Cash | 250 | Regulation A |
| 5/16/23 | Daryl Rydell Hayes | Cash | 1,000 | Regulation A |
| 5/16/23 | Menarda Meshea Hayes | Cash | 250 | Regulation A |
| 5/20/23 | William Mckinzie Haymon | Cash | 1,000 | Regulation A |
| 5/16/23 | Johnell Haynes | Cash | 250 | Regulation A |
| 5/19/23 | Kenneth Lee Heflin | Cash | 1,010 | Regulation A |
| 5/17/23 | Terry Vaughn Hemphill | Cash | 1,000 | Regulation A |
| 5/17/23 | Marshonda L. Henderson | Cash | 1,250 | Regulation A |
| 43 |
| 5/20/23 | Marlow B. Hicks | Cash | 2,000 | Regulation A |
| 5/21/23 | Ryan Douglas High | Cash | 3,000 | Regulation A |
| 5/20/23 | Yvonne Angela Hobson | Cash | 1,000 | Regulation A |
| 5/20/23 | Danny Holley | Cash | 1,000 | Regulation A |
| 5/18/23 | Darnell Howard | Cash | 1,000 | Regulation A |
| 5/16/23 | Natarsha Humphries | Cash | 1,000 | Regulation A |
| 5/16/23 | Vincent Idemyor | Cash | 250 | Regulation A |
| 5/30/23 | Vincent Idemyor | Cash | 1,000 | Regulation A |
| 5/17/23 | Demetrius James Ingram | Cash | 5,000 | Regulation A |
| 5/16/23 | Jamin Israel | Cash | 250 | Regulation A |
| 5/17/23 | Ubong E. Ituen | Cash | 2,000 | Regulation A |
| 5/16/23 | Eno Leonard Ituen | Cash | 1,000 | Regulation A |
| 5/17/23 | Samuel Lee Jackson | Cash | 1,500 | Regulation A |
| 5/22/23 | Akwasi Jackson | Cash | 2,000 | Regulation A |
| 5/23/23 | Marta Jill Jaenke | Cash | 2,000 | Regulation A |
| 5/23/23 | Melford James | Cash | 1,000 | Regulation A |
| 5/20/23 | Clarence Jefferson | Cash | 1,000 | Regulation A |
| 5/17/23 | Michelle D. Jenkins | Cash | 10,000 | Regulation A |
| 5/16/23 | Marvin Lee Johnson | Cash | 300 | Regulation A |
| 5/18/23 | Ausey Johnson | Cash | 1,000 | Regulation A |
| 5/16/23 | Roscoe Johnson | Cash | 1,000 | Regulation A |
| 5/23/23 | Roscoe Johnson | Cash | 15,000 | Regulation A |
| 5/26/23 | Roscoe Johnson | Cash | 5,000 | Regulation A |
| 5/30/23 | Jacquita Sheneal Johnson House | Cash | 1,000 | Regulation A |
| 5/16/23 | Sheilah Jones | Cash | 600 | Regulation A |
| 5/18/23 | Gerhard Klusmann | Cash | 1,000 | Regulation A |
| 5/23/23 | Paul Mark Kobylarz | Cash | 10,000 | Regulation A |
| 5/22/23 | Paula Lacount | Cash | 1,000 | Regulation A |
| 5/18/23 | Lamarr K. Lark | Cash | 5,000 | Regulation A |
| 5/16/23 | Antwon Eugene Lark | Cash | 5,000 | Regulation A |
| 5/22/23 | Brenda Elaine Lark | Cash | 1,000 | Regulation A |
| 5/25/23 | Karen Evon Latson | Cash | 6,200 | Regulation A |
| 6/1/23 | Constance Jean Leon | Cash | 10,000 | Regulation A |
| 5/16/23 | Dameon Levi | Cash | 2,500 | Regulation A |
| 5/16/23 | Eric T. Lewis | Cash | 250 | Regulation A |
| 5/20/23 | Gail Frances Lewis | Cash | 2,000 | Regulation A |
| 5/30/23 | Verneil Lewis | Cash | 1,500 | Regulation A |
| 5/16/23 | Eric Keith Lewis | Cash | 1,000 | Regulation A |
| 5/18/23 | Jean Ann Lewis | Cash | 1,000 | Regulation A |
| 5/31/23 | James Alexander Lewis | Cash | 1,000 | Regulation A |
| 5/23/23 | Yi Li | Cash | 1,000 | Regulation A |
| 5/17/23 | Shannon D. Long | Cash | 1,000 | Regulation A |
| 5/17/23 | Samuel Gabriel Long | Cash | 1,000 | Regulation A |
| 5/24/23 | Omasan Macarthy | Cash | 2,000 | Regulation A |
| 5/20/23 | Ricardo Maderas | Cash | 1,000 | Regulation A |
| 5/18/23 | Nicole P. Marsh | Cash | 1,000 | Regulation A |
| 5/26/23 | Ashlee Ladonis Martin | Cash | 1,000 | Regulation A |
| 5/23/23 | Edgar R. Martinez | Cash | 5,000 | Regulation A |
| 5/20/23 | Michael Bernard Mason | Cash | 2,000 | Regulation A |
| 5/17/23 | Tynnetta Mcbeth | Cash | 2,000 | Regulation A |
| 5/16/23 | Ariel Benkadmiel Mccullough | Cash | 250 | Regulation A |
| 5/16/23 | Harrison Mcdaniel | Cash | 500 | Regulation A |
| 5/20/23 | Anthony J. Mineo | Cash | 1,000 | Regulation A |
| 5/16/23 | Orlene Rebecca Mitchell | Cash | 1,000 | Regulation A |
| 5/17/23 | Kathleen Mitchell | Cash | 1,000 | Regulation A |
| 44 |
| 5/23/23 | Orlene Rebecca Mitchell | Cash | 1,500 | Regulation A |
| 5/20/23 | Jarodrick Mixon | Cash | 1,000 | Regulation A |
| 5/24/23 | Julien Mondesir | Cash | 1,000 | Regulation A |
| 5/25/23 | Randy Andrell Moore | Cash | 1,500 | Regulation A |
| 5/22/23 | David Christopher Morehead | Cash | 2,000 | Regulation A |
| 5/20/23 | Kerry Morgan | Cash | 1,000 | Regulation A |
| 5/27/23 | Stephanie Morris | Cash | 2,000 | Regulation A |
| 5/16/23 | Daniella Muhyee | Cash | 1,000 | Regulation A |
| 5/21/23 | Daniella Muhyee | Cash | 2,000 | Regulation A |
| 5/17/23 | Rashad Abdul Muhyee | Cash | 1,000 | Regulation A |
| 5/26/23 | Chloe Neff | Cash | 1,000 | Regulation A |
| 5/21/23 | Shereka Norfleet | Cash | 1,000 | Regulation A |
| 5/25/23 | Yong Mi Norfleet | Cash | 3,000 | Regulation A |
| 5/17/23 | Brian Norwood | Cash | 1,000 | Regulation A |
| 5/26/23 | Brian Norwood | Cash | 1,500 | Regulation A |
| 5/28/23 | Delories Ann Nunnery | Cash | 1,000 | Regulation A |
| 5/30/23 | Nicole Denise O'keefe | Cash | 2,500 | Regulation A |
| 5/18/23 | Luke James O'toole | Cash | 1,500 | Regulation A |
| 5/18/23 | Security Solutions Int'l LLC c/o Luke James O'toole | Cash | 1,000 | Regulation A |
| 5/28/23 | Charlotte Monique Oakman | Cash | 1,000 | Regulation A |
| 5/20/23 | Bridgitt Evelyn Ocloo-bonsu | Cash | 1,000 | Regulation A |
| 5/28/23 | Jermaine Kwabena Ofosu-anim | Cash | 10,000 | Regulation A |
| 5/16/23 | Daniel Parker | Cash | 250 | Regulation A |
| 5/26/23 | Michael Patterson | Cash | 1,000 | Regulation A |
| 5/27/23 | Gail Paty | Cash | 1,600 | Regulation A |
| 5/24/23 | Edwin Etiene Perez Hernandez | Cash | 5,000 | Regulation A |
| 5/16/23 | Latoya Patrice Perry | Cash | 1,000 | Regulation A |
| 5/19/23 | Angela Perryman | Cash | 1,000 | Regulation A |
| 5/16/23 | John B. Pierpont | Cash | 2,000 | Regulation A |
| 5/16/23 | Joseann Laurraine Plunkett | Cash | 1,000 | Regulation A |
| 5/24/23 | Joseann Laurraine Plunkett | Cash | 1,500 | Regulation A |
| 5/16/23 | Austin J. Pope | Cash | 250 | Regulation A |
| 5/23/23 | Alton Pounall | Cash | 1,000 | Regulation A |
| 5/20/23 | Annie Priester | Cash | 1,000 | Regulation A |
| 5/16/23 | Tywan D. Purnell | Cash | 1,000 | Regulation A |
| 5/16/23 | Tarsha Monique Purnell | Cash | 500 | Regulation A |
| 5/23/23 | Tywan Donta Purnell | Cash | 30,000 | Regulation A |
| 5/31/23 | Tywan Donta Purnell | Cash | 19,000 | Regulation A |
| 5/19/23 | Humphrey O. Quao | Cash | 1,000 | Regulation A |
| 5/26/23 | Riley Quintanilla | Cash | 1,000 | Regulation A |
| 5/18/23 | James Alexander Randle | Cash | 1,000 | Regulation A |
| 5/19/23 | Diana M. Randolph | Cash | 1,000 | Regulation A |
| 5/28/23 | Carlo Rhodes | Cash | 1,000 | Regulation A |
| 5/30/23 | Anita M. Rhodes | Cash | 2,500 | Regulation A |
| 5/24/23 | Nancy Ann Rieger | Cash | 1,500 | Regulation A |
| 5/27/23 | Patricia Ann Robinson | Cash | 1,000 | Regulation A |
| 5/31/23 | Erma Robinson | Cash | 2,000 | Regulation A |
| 5/27/23 | Armeta Jacks Ross | Cash | 1,000 | Regulation A |
| 45 |
| 5/16/23 | Kevin Crisando Ruskin | Cash | 1,000 | Regulation A |
| 5/25/23 | Dharunkumar Sadasivam | Cash | 2,000 | Regulation A |
| 5/25/23 | Dharunkumar Sadasivam | Cash | 2,000 | Regulation A |
| 5/26/23 | Dharunkumar Sadasivam | Cash | 1,000 | Regulation A |
| 5/16/23 | Khafrakhafre Raha Sakhara | Cash | 500 | Regulation A |
| 5/20/23 | Janice VernidaSanderlin | Cash | 1,000 | Regulation A |
| 5/24/23 | Demetrius Verone Scott | Cash | 2,500 | Regulation A |
| 5/24/23 | Demetrius Verone Scott | Cash | 2,500 | Regulation A |
| 5/16/23 | Olakunde Sentwali | Cash | 500 | Regulation A |
| 5/19/23 | Marvin Antoine Sewell | Cash | 1,000 | Regulation A |
| 5/18/23 | Debra A .Shannon | Cash | 1,000 | Regulation A |
| 5/18/23 | Oscar Shepherd | Cash | 7,000 | Regulation A |
| 5/16/23 | Keith Nathaniel Singletary | Cash | 500 | Regulation A |
| 5/16/23 | Keith Nathaniel Singletary | Cash | 300 | Regulation A |
| 5/16/23 | Donte Small | Cash | 1,000 | Regulation A |
| 5/23/23 | Johnny Smith | Cash | 15,000 | Regulation A |
| 5/16/23 | Monica J. Smith | Cash | 250 | Regulation A |
| 5/17/23 | Maurice Anthony Smith | Cash | 2,000 | Regulation A |
| 5/19/23 | Johnny Smith | Cash | 1,000 | Regulation A |
| 5/20/23 | Felicia Annette Elizabeth Smith | Cash | 1,000 | Regulation A |
| 5/25/23 | Johnny Smith | Cash | 1,100 | Regulation A |
| 5/25/23 | Glenn Wendall Soriano | Cash | 1,000 | Regulation A |
| 5/22/23 | Theodore O. Spaulding | Cash | 3,000 | Regulation A |
| 5/20/23 | Ellie Stewart, Trustee | Cash | 2,500 | Regulation A |
| 5/27/23 | Michelle N. Taylor | Cash | 1,000 | Regulation A |
| 5/17/23 | Travis N. Tennant | Cash | 10,000 | Regulation A |
| 5/22/23 | James R. Thomas | Cash | 2,000 | Regulation A |
| 5/22/23 | Leland Wayne Thomas | Cash | 1,000 | Regulation A |
| 5/30/23 | Angel Martin Torres | Cash | 1,010 | Regulation A |
| 5/25/23 | Ivory Traynham | Cash | 3,000 | Regulation A |
| 5/17/23 | Kelly R. Tucker | Cash | 1,000 | Regulation A |
| 5/18/23 | Donald J. Turner | Cash | 1,000 | Regulation A |
| 5/16/23 | Dexter Devone Turner | Cash | 1,000 | Regulation A |
| 5/21/23 | John Ruben Vann | Cash | 1,000 | Regulation A |
| 5/22/23 | John Ruben Vann | Cash | 1,000 | Regulation A |
| 5/21/23 | Ray Vaughn | Cash | 5,000 | Regulation A |
| 5/26/23 | Sivaprakasam Venkatachalam | Cash | 10,000 | Regulation A |
| 5/24/23 | Milton Vickers | Cash | 1,000 | Regulation A |
| 5/17/23 | Kareem Virgo | Cash | 1,000 | Regulation A |
| 5/16/23 | Peter M. Wachira | Cash | 250 | Regulation A |
| 5/16/23 | Marva Angela Wade | Cash | 1,500 | Regulation A |
| 5/18/23 | William Franklyn Wainwright | Cash | 1,000 | Regulation A |
| 5/26/23 | Braylon Wade Walker | Cash | 3,000 | Regulation A |
| 5/18/23 | Levoda Jean Walker | Cash | 12,000 | Regulation A |
| 5/31/23 | Emmett Lee Walker | Cash | 1,000 | Regulation A |
| 5/26/23 | Bracy Wardell Walker Jr. | Cash | 3,000 | Regulation A |
| 5/16/23 | Verneilia A. Wanza | Cash | 250 | Regulation A |
| 5/22/23 | Lloyd G. Warren | Cash | 20,000 | Regulation A |
| 46 |
| 5/30/23 | Dereke Earle Watkins | Cash | 1,000 | Regulation A |
| 5/18/23 | Joshua Jamal Watson | Cash | 1,000 | Regulation A |
| 5/18/23 | Michael Anthony Watson | Cash | 1,000 | Regulation A |
| 6/1/23 | Michael Anthony Watson | Cash | 1,000 | Regulation A |
| 5/19/23 | Donald Henry Wedlock | Cash | 1,000 | Regulation A |
| 5/24/23 | Carey O'neal Welch | Cash | 1,000 | Regulation A |
| 5/17/23 | Vernon Windell Whitaker | Cash | 2,000 | Regulation A |
| 5/31/23 | Vernon Windell Whitaker | Cash | 1,000 | Regulation A |
| 5/16/23 | Zamounte Ranauld Whitted | Cash | 3,000 | Regulation A |
| 5/16/23 | Derrick Roosevelt Wiggins Jr | Cash | 1,000 | Regulation A |
| 5/22/23 | Charles Scott Williams | Cash | 1,000 | Regulation A |
| 5/19/23 | Linda Williams | Cash | 1,000 | Regulation A |
| 5/26/23 | Sharen Willis | Cash | 1,250 | Regulation A |
| 5/18/23 | Najuma Willis | Cash | 2,000 | Regulation A |
| 5/29/23 | Erika Willis | Cash | 1,000 | Regulation A |
| 5/16/23 | Wilson Willmott | Cash | 250 | Regulation A |
| 5/23/23 | Darryl Christopher Wood | Cash | 1,000 | Regulation A |
| 5/25/23 | John Mark Woodard | Cash | 1,000 | Regulation A |
| 5/31/23 | Jordan Michael Woods | Cash | 10,000 | Regulation A |
| 6/1/23 | Jordan Michael Woods | Cash | 2,000 | Regulation A |
| 5/17/23 | Cheryl S. Wright | Cash | 500 | Regulation A |
| 5/25/23 | Fredricka Yancy | Cash | 1,000 | Regulation A |
| 5/16/23 | Nicholas Jason Yeagley | Cash | 4,500 | Regulation A |
| 5/24/23 | Bevan Elton Yhun | Cash | 2,000 | Regulation A |
| 5/16/23 | Thelma Loretta Young | Cash | 10,000 | Regulation A |
| 5/16/23 | Clovis Maria Young | Cash | 250 | Regulation A |
| 5/16/23 | Reginald C. Young | Cash | 250 | Regulation A |
| 6/3/23 | Zawadi Abdi | Cash | 1,000 | Regulation A |
| 6/5/23 | Zane Deshaun Adams | Cash | 1,000 | Regulation A |
| 6/11/23 | Zane Adams | Cash | 1,000 | Regulation A |
| 5/26/23 | Lalit K. Aggarwal | Cash | 1,000 | Regulation A |
| 6/1/23 | James Alston | Cash | 1,000 | Regulation A |
| 6/5/23 | Juliette Suggs Alston | Cash | 1,000 | Regulation A |
| 6/5/23 | Billy Arp Jr. | Cash | 1,000 | Regulation A |
| 5/22/23 | Phyllis Atkinson | Cash | 1,000 | Regulation A |
| 6/4/23 | Tony Ayoso | Cash | 1,000 | Regulation A |
| 6/12/23 | Shelley Baity | Cash | 1,000 | Regulation A |
| 6/12/23 | Shelley Baity | Cash | 1,000 | Regulation A |
| 6/12/23 | Mary Carla Baity | Cash | 1,000 | Regulation A |
| 6/5/23 | Nathaniel Alexander Barnes | Cash | 1,000 | Regulation A |
| 6/6/23 | Cheryl Anne Bassard | Cash | 1,000 | Regulation A |
| 6/5/23 | Tobias Beals | Cash | 4,000 | Regulation A |
| 6/5/23 | Tracey Bell | Cash | 1,500 | Regulation A |
| 6/14/23 | Kevin Bens | Cash | 1,000 | Regulation A |
| 6/9/23 | Kevin Bens | Cash | 1,000 | Regulation A |
| 6/10/23 | Kevin Bens | Cash | 1,000 | Regulation A |
| 5/17/23 | Antoinette Almeda Benton | Cash | 1,000 | Regulation A |
| 6/16/23 | Ashley Celeste Bradshaw | Cash | 10,000 | Regulation A |
| 5/29/23 | Debora Brown | Cash | 1,000 | Regulation A |
| 6/3/23 | Debora Brown | Cash | 1,000 | Regulation A |
| 47 |
| 6/6/23 | Kathy Burton-bell | Cash | 5,000 | Regulation A |
| 6/13/23 | Kathy Burton-bell | Cash | 2,000 | Regulation A |
| 6/6/23 | Annie Bush | Cash | 1,000 | Regulation A |
| 6/6/23 | Melanie Regina Cager | Cash | 5,000 | Regulation A |
| 6/9/23 | Lakia Cager | Cash | 1,100 | Regulation A |
| 6/6/23 | Alfred Eugene Carroll | Cash | 5,000 | Regulation A |
| 6/6/23 | Jerrell Carter | Cash | 1,000 | Regulation A |
| 6/9/23 | Wilketa T. Cherry | Cash | 1,000 | Regulation A |
| 6/2/23 | Nina Diann Christian | Cash | 2,000 | Regulation A |
| 6/6/23 | Camelle N. Christie | Cash | 1,000 | Regulation A |
| 5/20/23 | Audrey G. Clarke | Cash | 1,000 | Regulation A |
| 6/4/23 | Jaysen Anthony Coffil | Cash | 3,000 | Regulation A |
| 6/12/23 | Vincent Leonard Conklin | Cash | 1,000 | Regulation A |
| 6/11/23 | Mary B. Conover | Cash | 1,000 | Regulation A |
| 6/5/23 | Arthur Lee Conway | Cash | 1,000 | Regulation A |
| 5/16/23 | Marlon G. Cook | Cash | 300 | Regulation A |
| 6/5/23 | Melvon Abdul Cost | Cash | 1,000 | Regulation A |
| 6/2/23 | Irene Crenshaw | Cash | 2,000 | Regulation A |
| 6/6/23 | Samuel Austin Cutler | Cash | 2,500 | Regulation A |
| 5/30/23 | Dwayne L. Demby | Cash | 1,000 | Regulation A |
| 5/23/23 | James Thomas Demby Jr. | Cash | 1,000 | Regulation A |
| 6/5/23 | Thomas Franklin Dennis | Cash | 2,000 | Regulation A |
| 6/9/23 | Tanya Renee Diggs | Cash | 1,000 | Regulation A |
| 6/5/23 | Daniel Louis Erber | Cash | 1,000 | Regulation A |
| 6/5/23 | Jaylene Angela Flores | Cash | 1,000 | Regulation A |
| 6/14/23 | Keith Forde | Cash | 3,000 | Regulation A |
| 6/7/23 | Caesar Heggner Gary | Cash | 1,700 | Regulation A |
| 6/5/23 | Demetry Daniel Geddie | Cash | 1,100 | Regulation A |
| 5/30/23 | Deric Adolphus Gilliard | Cash | 1,000 | Regulation A |
| 6/3/23 | Thad Michael Gittens | Cash | 1,000 | Regulation A |
| 6/13/23 | Thad Michael Gittens | Cash | 2,000 | Regulation A |
| 5/17/23 | Parrish Leshown Godchild | Cash | 1,500 | Regulation A |
| 6/9/23 | Dana Carter Gold | Cash | 2,699 | Regulation A |
| 5/16/23 | Hillard Goldsmith Iii | Cash | 1,000 | Regulation A |
| 5/22/23 | Michael George Graham | Cash | 1,001 | Regulation A |
| 6/12/23 | Frederick E. Grant | Cash | 5,000 | Regulation A |
| 5/26/23 | Miriam Lee Gray | Cash | 2,500 | Regulation A |
| 6/5/23 | Tawana Nichole Greene | Cash | 1,000 | Regulation A |
| 5/22/23 | Wilson Guilbeaux | Cash | 150,000 | Regulation A |
| 6/9/23 | Barry Wayne Hackney | Cash | 1,000 | Regulation A |
| 6/5/23 | Joel Nathaniel Hall | Cash | 4,000 | Regulation A |
| 5/23/23 | Joel Nathaniel Hall | Cash | 4,000 | Regulation A |
| 6/6/23 | Nathan Mac Hardy | Cash | 1,000 | Regulation A |
| 5/20/23 | Christopher Harris | Cash | 1,000 | Regulation A |
| 6/1/23 | Taleia Harris | Cash | 1,000 | Regulation A |
| 6/3/23 | Nathaniel Harris | Cash | 1,000 | Regulation A |
| 6/14/23 | Menarda Meshea Hayes | Cash | 3,000 | Regulation A |
| 6/11/23 | Bryant Keith Hayes | Cash | 1,000 | Regulation A |
| 6/14/23 | Marzel Hedrick | Cash | 1,450 | Regulation A |
| 5/27/23 | Telayah Trishae Hendrix | Cash | 1,130 | Regulation A |
| 5/31/23 | Brianne Alise Hill | Cash | 1,000 | Regulation A |
| 6/7/23 | Yvonne Angela Hobson | Cash | 2,000 | Regulation A |
| 48 |
| 6/4/23 | Charlene Hunt Pickett | Cash | 1,000 | Regulation A |
| 6/5/23 | Infinite Vision Holdings, Inc. | Cash | 1,000 | Regulation A |
| 6/15/23 | Samuel Lee Jackson | Cash | 1,000 | Regulation A |
| 6/15/23 | Bernadette Jackson-Whitaker | Cash | 1,000 | Regulation A |
| 6/11/23 | Glenn Jarrett | Cash | 1,000 | Regulation A |
| 5/31/23 | Roscoe Johnson | Cash | 2,500 | Regulation A |
| 6/14/23 | Michelle Annette Johnson | Cash | 1,000 | Regulation A |
| 5/21/23 | Courtney Latrice Johnson | Cash | 1,000 | Regulation A |
| 6/6/23 | Michael Jerome Johnson | Cash | 1,000 | Regulation A |
| 6/6/23 | Leslie Johnson | Cash | 1,000 | Regulation A |
| 6/7/23 | Patti J. Johnson | Cash | 5,000 | Regulation A |
| 6/9/23 | Roscoe Johnson | Cash | 4,200 | Regulation A |
| 6/6/23 | Chikira Jones | Cash | 1,000 | Regulation A |
| 6/2/23 | Edward Charles Jones | Cash | 1,000 | Regulation A |
| 5/25/23 | Ulysses Keith | Cash | 1,000 | Regulation A |
| 6/9/23 | Frances Anne Keith | Cash | 1,000 | Regulation A |
| 5/20/23 | Miles Kenner | Cash | 1,000 | Regulation A |
| 5/18/23 | John L. King | Cash | 2,000 | Regulation A |
| 6/5/23 | Matthew Maurice Latson | Cash | 1,000 | Regulation A |
| 6/11/23 | Michael Ledgister | Cash | 7,000 | Regulation A |
| 6/5/23 | Odell Ledgister | Cash | 5,000 | Regulation A |
| 6/3/23 | Michael Ledgister | Cash | 3,000 | Regulation A |
| 5/24/23 | Lisa Lewis | Cash | 1,008 | Regulation A |
| 6/6/23 | Pamela Merriatta Lewis | Cash | 1,000 | Regulation A |
| 6/5/23 | Regina Lynice Lomax | Cash | 1,000 | Regulation A |
| 5/16/23 | Akeisa Raheem Lowe | Cash | 250 | Regulation A |
| 5/18/23 | Anthony Marc Lucas | Cash | 3,000 | Regulation A |
| 6/9/23 | Rae Ann Luster | Cash | 1,030 | Regulation A |
| 6/12/23 | Michael John Mack | Cash | 1,700 | Regulation A |
| 6/5/23 | Michael John Mack | Cash | 1,000 | Regulation A |
| 5/22/23 | Truman Bruce Mason | Cash | 2,000 | Regulation A |
| 6/6/23 | Stephen James Mccreary | Cash | 2,000 | Regulation A |
| 6/5/23 | Harrison Mcdaniel | Cash | 1,000 | Regulation A |
| 5/26/23 | Blake Ryan Mcpherson | Cash | 1,500 | Regulation A |
| 6/7/23 | Gina Mills | Cash | 1,000 | Regulation A |
| 6/6/23 | Brian Mitchell | Cash | 1,000 | Regulation A |
| 6/6/23 | Brandon Todd Mitchell | Cash | 5,000 | Regulation A |
| 6/6/23 | Marcia M. Mitrano | Cash | 1,000 | Regulation A |
| 6/6/23 | Marcia M. Mitrano | Cash | 1,000 | Regulation A |
| 5/20/23 | Marpressa Joellen Mobley-Turner | Cash | 1,000 | Regulation A |
| 6/13/23 | Kerry Morgan | Cash | 9,000 | Regulation A |
| 6/10/23 | Yvette Lorraine Morrell | Cash | 10,000 | Regulation A |
| 6/9/23 | Stephen Morrell | Cash | 2,500 | Regulation A |
| 6/9/23 | Stephen Morrell | Cash | 1,500 | Regulation A |
| 6/6/23 | Daniella Muhyee | Cash | 1,000 | Regulation A |
| 6/7/23 | Daniella Muhyee | Cash | 1,000 | Regulation A |
| 6/2/23 | Ronald L. Nagy | Cash | 7,500 | Regulation A |
| 6/5/23 | Lisa Marie Norris | Cash | 1,000 | Regulation A |
| 6/6/23 | Brian Norwood | Cash | 7,500 | Regulation A |
| 5/28/23 | Delories Ann Nunnery | Cash | 1,000 | Regulation A |
| 6/13/23 | Daniel Parker | Cash | 3,750 | Regulation A |
| 6/13/23 | Gail Paty | Cash | 4,000 | Regulation A |
| 49 |
| 5/16/23 | James Oliver Perry | Cash | 10,000 | Regulation A |
| 6/15/23 | Quanisha Perry | Cash | 3,000 | Regulation A |
| 5/19/23 | Angela Perryman | Cash | 1,000 | Regulation A |
| 6/7/23 | Sonja Pinto | Cash | 1,100 | Regulation A |
| 6/11/23 | Lydia R. Pitts | Cash | 2,500 | Regulation A |
| 6/7/23 | Joseann Laurraine Plunkett | Cash | 1,000 | Regulation A |
| 5/20/23 | Dorothy Lucile Preston | Cash | 1,000 | Regulation A |
| 6/11/23 | Delroy Pryce | Cash | 1,000 | Regulation A |
| 6/2/23 | Mohammed Salim Purmul | Cash | 1,000 | Regulation A |
| 6/2/23 | Daren Lee Purnell | Cash | 1,000 | Regulation A |
| 6/5/23 | Humphrey O. Quao | Cash | 15,000 | Regulation A |
| 6/1/23 | Shenitha Raines | Cash | 2,000 | Regulation A |
| 6/11/23 | Joanie Lynn Rapier | Cash | 1,000 | Regulation A |
| 5/29/23 | Barbara Bulgin Redic | Cash | 1,000 | Regulation A |
| 6/6/23 | Erma Robinson | Cash | 2,000 | Regulation A |
| 6/6/23 | Patricia Ann Robinson | Cash | 4,000 | Regulation A |
| 6/11/23 | Patricia Ann Robinson | Cash | 5,000 | Regulation A |
| 6/7/23 | Nancy Ruth Roundtree Johnson | Cash | 1,000 | Regulation A |
| 5/16/23 | Unlimited Wealth Entertainment | Cash | 250 | Regulation A |
| 6/12/23 | Unlimited Wealth Entertainment | Cash | 1,000 | Regulation A |
| 6/6/23 | Kevin Crisando Ruskin | Cash | 1,000 | Regulation A |
| 6/5/23 | Dharunkumar Sadasivam | Cash | 5,000 | Regulation A |
| 6/16/23 | Derek Allen Schneider | Cash | 1,000 | Regulation A |
| 6/10/23 | Anthony Aron Seute | Cash | 1,000 | Regulation A |
| 6/12/23 | Jacques Chonet Severe | Cash | 9,000 | Regulation A |
| 5/22/23 | Norman Linwood Simmons | Cash | 10,000 | Regulation A |
| 6/6/23 | Cheryl Simmons | Cash | 1,000 | Regulation A |
| 5/18/23 | Johnny Smith | Cash | 15,000 | Regulation A |
| 5/26/23 | Theodore O. Spaulding | Cash | 2,000 | Regulation A |
| 6/12/23 | Theodore O. Spaulding | Cash | 100,000 | Regulation A |
| 5/23/23 | Richard A. Spencer | Cash | 1,000 | Regulation A |
| 6/6/23 | Martise N. Spencer | Cash | 1,000 | Regulation A |
| 6/7/23 | Sonja K. Starks | Cash | 1,000 | Regulation A |
| 6/4/23 | Ellie Stewart, Trustee | Cash | 2,500 | Regulation A |
| 5/25/23 | Tonjia Lynn Stone | Cash | 1,000 | Regulation A |
| 5/26/23 | Dilip Subramanian | Cash | 5,000 | Regulation A |
| 6/5/23 | Iupita Taoete | Cash | 2,000 | Regulation A |
| 6/12/23 | Ronnie Harston Taylor | Cash | 5,000 | Regulation A |
| 5/23/23 | Ronnie Harston Taylor | Cash | 3,000 | Regulation A |
| 6/6/23 | Early Thomas Taylor Jr | Cash | 1,500 | Regulation A |
| 5/21/23 | Donna Maria Thomas | Cash | 1,000 | Regulation A |
| 6/10/23 | Michael Kieth Thompson | Cash | 1,000 | Regulation A |
| 6/12/23 | Theresa Thompson | Cash | 1,000 | Regulation A |
| 5/21/23 | William Lee Tucker | Cash | 1,000 | Regulation A |
| 5/22/23 | Dexter Devone Turner | Cash | 2,000 | Regulation A |
| 6/6/23 | Dexter Devone Turner | Cash | 1,000 | Regulation A |
| 6/2/23 | Jane Denise Underwood | Cash | 3,000 | Regulation A |
| 5/31/23 | Sherita Yvette Vann | Cash | 1,000 | Regulation A |
| 6/6/23 | John Ruben Vann | Cash | 2,000 | Regulation A |
| 6/7/23 | John Stacey Vann | Cash | 1,000 | Regulation A |
| 6/6/23 | Kim Vu | Cash | 55,000 | Regulation A |
| 50 |
| 5/24/23 | Wealth Solutionz LLC | Cash | 1,000 | Regulation A |
| 6/6/23 | Verneilia Adrienne Wanza | Cash | 5,000 | Regulation A |
| 5/31/23 | Brittney Watkins | Cash | 1,000 | Regulation A |
| 6/13/23 | Julie Marie Webb | Cash | 1,000 | Regulation A |
| 6/6/23 | Leroy Ralph Bernard Whyte | Cash | 1,000 | Regulation A |
| 6/12/23 | Leonard A. Williams | Cash | 1,000 | Regulation A |
| 6/1/23 | Gilbert Leroy Williams | Cash | 5,000 | Regulation A |
| 6/6/23 | Kareem Lamonte Williams | Cash | 1,000 | Regulation A |
| 6/7/23 | Sean A.C. Williams | Cash | 1,000 | Regulation A |
| 5/24/23 | Mary Corine Williams | Cash | 1,000 | Regulation A |
| 6/5/23 | Dominique Desirae Williams | Cash | 10,000 | Regulation A |
| 6/5/23 | Warren S. Williams | Cash | 1,000 | Regulation A |
| 6/6/23 | Christopher James Williams | Cash | 5,000 | Regulation A |
| 5/21/23 | Raymond Williams Jr. | Cash | 1,000 | Regulation A |
| 5/30/23 | Jerome Williams, Sr. | Cash | 1,000 | Regulation A |
| 6/11/23 | Peggy Wilson | Cash | 1,000 | Regulation A |
| 6/9/23 | Gloria J. Woodard | Cash | 2,000 | Regulation A |
| 6/16/23 | Thornal L Adams | Cash | 1,000 | Regulation A |
| 6/5/23 | Amitabh Anil Adhikari | Cash | 1,000 | Regulation A |
| 6/13/23 | Aaron Anthony Alli | Cash | 3,000 | Regulation A |
| 6/15/23 | Tracy Michelle Anderson | Cash | 1,000 | Regulation A |
| 6/23/23 | Kim Renee Atkinson | Cash | 1,000 | Regulation A |
| 6/12/23 | Larry W Austin | Cash | 10,000 | Regulation A |
| 5/26/23 | Gene Bailey | Cash | 1,000 | Regulation A |
| 6/20/23 | Ramon Balinas | Cash | 1,500 | Regulation A |
| 6/17/23 | Christopher M Barnes | Cash | 2,000 | Regulation A |
| 6/17/23 | Trudy Battle | Cash | 3,000 | Regulation A |
| 6/7/23 | Heather Ingrid Beckno | Cash | 1,000 | Regulation A |
| 6/23/23 | Darryl D Bennett | Cash | 1,000 | Regulation A |
| 6/29/23 | Kevin Bens | Cash | 1,000 | Regulation A |
| 7/4/23 | Kevin Bens | Cash | 1,000 | Regulation A |
| 6/19/23 | Toney Lee Brooks | Cash | 2,000 | Regulation A |
| 6/28/23 | Debora Brown | Cash | 3,000 | Regulation A |
| 5/22/23 | Joyce Burwell | Cash | 1,000 | Regulation A |
| 7/1/23 | April Byrd | Cash | 1,000 | Regulation A |
| 6/21/23 | Tionna Cager | Cash | 5,000 | Regulation A |
| 6/20/23 | Rewa Campbell | Cash | 1,000 | Regulation A |
| 7/2/23 | Connie Roberts Carrell | Cash | 1,000 | Regulation A |
| 7/6/23 | Jaysen Anthony Coffil | Cash | 5,000 | Regulation A |
| 6/6/23 | Ashley Dawson | Cash | 4,000 | Regulation A |
| 6/20/23 | Veronica De Jesus | Cash | 1,000 | Regulation A |
| 6/5/23 | Sherry Michelle Eddington | Cash | 1,000 | Regulation A |
| 6/7/23 | Wayne Ervin | Cash | 2,500 | Regulation A |
| 5/20/23 | Wanda J Fields | Cash | 3,000 | Regulation A |
| 6/22/23 | Ayanna Flegler | Cash | 2,000 | Regulation A |
| 6/22/23 | Corey Darnelle Flowers | Cash | 2,800 | Regulation A |
| 7/6/23 | Dwight Mcneal Ford | Cash | 2,000 | Regulation A |
| 6/21/23 | Georgia Garcia Flores | Cash | 1,000 | Regulation A |
| 6/13/23 | Regina Gardner | Cash | 1,000 | Regulation A |
| 6/20/23 | John Leslie Garwood | Cash | 10,000 | Regulation A |
| 6/20/23 | Pamela E Gibson | Cash | 1,500 | Regulation A |
| 6/26/23 | Pamela E Gibson | Cash | 2,000 | Regulation A |
| 51 |
| 6/12/23 | Michael George Graham & Dana Nicole Graham, JTWROS | Cash | 1,001 | Regulation A |
| 6/16/23 | Sharon O Grant-White | Cash | 5,000 | Regulation A |
| 5/24/23 | Pamela Jean Harlan | Cash | 1,000 | Regulation A |
| 6/27/23 | Christopher Harris | Cash | 5,000 | Regulation A |
| 6/21/23 | Ebony Ticola Harris | Cash | 2,000 | Regulation A |
| 6/19/23 | Nathaniel Harris | Cash | 1,000 | Regulation A |
| 6/20/23 | Bryant Keith Hayes | Cash | 3,000 | Regulation A |
| 6/22/23 | Bryant Keith Hayes | Cash | 2,000 | Regulation A |
| 6/8/23 | Robin Angela Hill | Cash | 3,000 | Regulation A |
| 6/17/23 | Karen A Hill | Cash | 1,000 | Regulation A |
| 6/24/23 | Ronald Rudolph Hinds | Cash | 1,000 | Regulation A |
| 6/19/23 | Sanridge Corporation | Cash | 10,000 | Regulation A |
| 6/5/23 | Latangela Hyman | Cash | 1,750 | Regulation A |
| 6/19/23 | Infinite Vision Holdings, Inc | Cash | 1,000 | Regulation A |
| 6/11/23 | Jamin Israel | Cash | 2,000 | Regulation A |
| 7/1/23 | Sabrina Jackson | Cash | 1,000 | Regulation A |
| 6/20/23 | Teshay Jacobs | Cash | 2,000 | Regulation A |
| 6/27/23 | Marc Hansley Jean-Francois | Cash | 1,000 | Regulation A |
| 6/9/23 | Thomas Edwards Jenkins | Cash | 1,000 | Regulation A |
| 6/21/23 | Lorraine V Johnson | Cash | 1,000 | Regulation A |
| 6/26/23 | Roscoe Johnson | Cash | 2,000 | Regulation A |
| 7/5/23 | Roscoe Johnson | Cash | 8,000 | Regulation A |
| 6/30/23 | Edward Charles Jones | Cash | 2,000 | Regulation A |
| 6/20/23 | Robert Kindle | Cash | 5,000 | Regulation A |
| 6/29/23 | Kandace Erin Latson | Cash | 1,000 | Regulation A |
| 6/21/23 | Patricia A Leal-Mack | Cash | 2,000 | Regulation A |
| 6/6/23 | Samuel James Leon | Cash | 1,000 | Regulation A |
| 6/26/23 | Darryl Leonard | Cash | 10,000 | Regulation A |
| 6/23/23 | James Alexander Lewis & Yolanda Jo Lewis, JTWROS | Cash | 2,500 | Regulation A |
| 6/23/23 | Yolanda Jo Lewis | Cash | 1,000 | Regulation A |
| 6/23/23 | James Alexander Lewis | Cash | 1,000 | Regulation A |
| 6/17/23 | Duane Little | Cash | 2,000 | Regulation A |
| 5/18/23 | Samuel Gabriel Long | Cash | 1,000 | Regulation A |
| 5/25/23 | Eva M Kennedy | Cash | 1,000 | Regulation A |
| 6/30/23 | Demetrius Donell Martin | Cash | 3,000 | Regulation A |
| 7/2/23 | James Mayes | Cash | 1,000 | Regulation A |
| 5/25/23 | William Henry Mccargo | Cash | 2,000 | Regulation A |
| 6/27/23 | Adrienne Renee McCloud & Larry Rosse McCloud, JTWROS | Cash | 7,500 | Regulation A |
| 6/22/23 | Tasha Tamica McCrae | Cash | 1,000 | Regulation A |
| 5/20/23 | Tonya Tanesha McCray | Cash | 1,000 | Regulation A |
| 6/11/23 | Edward G. McCurbin | Cash | 1,000 | Regulation A |
| 6/6/23 | Raul Mejia | Cash | 1,000 | Regulation A |
| 6/22/23 | Jarodrick Mixon | Cash | 1,000 | Regulation A |
| 6/19/23 | Kelvin Victor Musgrove | Cash | 2,000 | Regulation A |
| 6/30/23 | Sylvia Melinda Ogle | Cash | 1,000 | Regulation A |
| 52 |
| 7/7/23 | Cynthia L H O'Neal & Marzettis A O'Neal, JTWROS | Cash | 2,000 | Regulation A |
| 5/20/23 | Daniel Parker | Cash | 1,000 | Regulation A |
| 6/11/23 | Michael Perez | Cash | 5,000 | Regulation A |
| 6/18/23 | Sy Phan | Cash | 1,000 | Regulation A |
| 6/27/23 | Anthony Pierre | Cash | 1,000 | Regulation A |
| 6/20/23 | Salim Porter | Cash | 1,000 | Regulation A |
| 6/26/23 | Salim Porter | Cash | 1,500 | Regulation A |
| 6/26/23 | Salim Porter | Cash | 1,500 | Regulation A |
| 6/14/23 | Elwyn Roy Pryce | Cash | 10,000 | Regulation A |
| 6/5/23 | Alex Reiner | Cash | 1,000 | Regulation A |
| 6/22/23 | Bryant Robertson | Cash | 10,000 | Regulation A |
| 6/19/23 | Laquinya M Robinson | Cash | 1,000 | Regulation A |
| 6/20/23 | Quintin Jerome Robinson | Cash | 1,000 | Regulation A |
| 6/30/23 | Russell Edward Roy Jr & Kimberly Roy, JTWROS | Cash | 1,000 | Regulation A |
| 6/21/23 | Unlimited Wealth Entertainment | Cash | 1,000 | Regulation A |
| 6/29/23 | Janice Vernida Sanderlin | Cash | 1,000 | Regulation A |
| 6/28/23 | Roseline Volney Sherfield | Cash | 1,000 | Regulation A |
| 6/9/23 | Jean Alexandra Smith | Cash | 2,000 | Regulation A |
| 6/7/23 | Darrell Karlsten Smith | Cash | 2,000 | Regulation A |
| 6/29/23 | Vera Lynn Strong | Cash | 1,000 | Regulation A |
| 6/26/23 | Shenika Renee Tate | Cash | 1,000 | Regulation A |
| 6/16/23 | Camilla Thompson | Cash | 1,500 | Regulation A |
| 6/22/23 | William Lee Tucker | Cash | 1,000 | Regulation A |
| 7/4/23 | William Lee Tucker | Cash | 1,000 | Regulation A |
| 6/29/23 | Sierra Delaine Turner | Cash | 1,100 | Regulation A |
| 6/15/23 | Dexter Devone Turner | Cash | 1,000 | Regulation A |
| 6/13/23 | Alita Agnes Webb | Cash | 1,000 | Regulation A |
| 6/22/23 | Alita Agnes Webb | Cash | 5,000 | Regulation A |
| 6/13/23 | Keisha Atkinson Whitaker | Cash | 1,000 | Regulation A |
| 7/6/23 | Vernon Windell Whitaker & Betty J Whitaker, JTWROS | Cash | 3,100 | Regulation A |
| 6/28/23 | KLM INVESTMENTS LLC | Cash | 30,000 | Regulation A |
| 6/13/23 | Raymond Williams Jr | Cash | 1,000 | Regulation A |
| 6/11/23 | Michael Forrest Willis | Cash | 1,500 | Regulation A |
| 7/10/23 | JACQUELINE ANNMARIE BOGLE & KEDORA NEKEISHA HENRY, JTWROS | Cash | 1,000 | Regulation A |
| 6/5/23 | KA Property Holdings LLC | Cash | 10,000 | Regulation A |
| 7/24/23 | Jonathan David Diaz Sr | Cash | 1,000 | Regulation A |
| 7/9/23 | Derek John Dougherty | Cash | 1,000 | Regulation A |
| 7/10/23 | Derek John Dougherty | Cash | 1,000 | Regulation A |
| 7/14/23 | Thad Michael Gittens & Angela Davis Gittens, JTWROS | Cash | 1,000 | Regulation A |
| 53 |
| 7/10/23 | KERRY TROY HENRY & KEDORA NEKEISHA HENRY | Cash | 1,000 | Regulation A |
| 7/8/23 | Evelyn Yvonne Jenkins | Cash | 1,000 | Regulation A |
| 7/10/23 | Roscoe Johnson | Cash | 14,500 | Regulation A |
| 7/19/23 | Roscoe Johnson | Cash | 5,000 | Regulation A |
| 6/7/23 | RACHAEL MOORE | Cash | 1,000 | Regulation A |
| 6/12/23 | TMCS, Inc | Cash | 2,000 | Regulation A |
| 7/26/23 | E. Lance McCarthy Dr | Cash | 1,000 | Regulation A |
| 7/13/23 | Daniella Muhyee | Cash | 3,000 | Regulation A |
| 7/7/23 | Thomas James Hudgins O'Neal & Shana LaTae Ratliff O'Neal, JTWROS | Cash | 2,000 | Regulation A |
| 7/27/23 | Olachea Industries, LLC | Cash | 1,444 | Regulation A |
| 7/10/23 | Isi None Osahon | Cash | 1,000 | Regulation A |
| 7/21/23 | Bradford LaVaughn Perry | Cash | 1,000 | Regulation A |
| 6/5/23 | Deborah Denise Phillips | Cash | 10,000 | Regulation A |
| 5/17/23 | Linda D Polk | Cash | 1,000 | Regulation A |
| 7/5/23 | Joseph Andrew Rossini | Cash | 1,000 | Regulation A |
| 5/19/23 | James Edward Scott | Cash | 1,000 | Regulation A |
| 6/24/23 | James Edward Scott | Cash | 2,000 | Regulation A |
| 7/8/23 | Guelda Severe | Cash | 4,000 | Regulation A |
| 5/20/23 | Robert Thomas | Cash | 2,000 | Regulation A |
| 7/7/23 | Probilt Fabricators Inc. | Cash | 10,000 | Regulation A |
| 6/1/23 | Sheila Willis | Cash | 1,000 | Regulation A |
| 5/28/23 | Mary Ann Woods | Cash | 1,000 | Regulation A |
| 7/31/23 | Leon Osborne Allen | Cash | 1,000 | Regulation A |
| 7/31/23 | Tywan Donta Purnell | Cash | 60,000 | Regulation A |
| 7/31/23 | Raymond Williams Jr | Cash | 5,000 | Regulation A |
| 9/1/23 | Antoine D Carlisle | Cash | 1,000 | Regulation A |
| 8/23/23 | Dwayne L Demby | Cash | 1,000 | Regulation A |
| 8/23/23 | James Thomas Demby Jr. | Cash | 4,000 | Regulation A |
| 8/30/23 | Nicholas Fernicola | Cash | 1,000 | Regulation A |
| 8/31/23 | Serrita Highland | Cash | 1,000 | Regulation A |
| 8/20/23 | Walter Carl Jimison Sr | Cash | 1,000 | Regulation A |
| 8/18/23 | Jennefir J Lamb | Cash | 1,000 | Regulation A |
| 7/13/23 | LaKisha Monika Payne | Cash | 2,500 | Regulation A |
| 6/5/23 | Mark G Prince & Karen G Prince, JTWROS | Cash | 1,000 | Regulation A |
| 9/7/23 | Joan Roberts | Cash | 1,000 | Regulation A |
| 6/27/23 | Ronnie Harston Taylor & Lula Veronica Taylor, JTWROS | Cash | 10,000 | Regulation A |
| 9/2/23 | Camilla Thompson | Cash | 1,000 | Regulation A |
| 8/25/23 | Penny H White | Cash | 1,000 | Regulation A |
| 6/5/23 | Charles Scott Williams & Kimberly Dawn Williams, JTWROS | Cash | 1,000 | Regulation A |
| 5/24/23 | Wilson Willmott | Cash | 3,000 | Regulation A |
| 10/5/2023 | Wesley Clifford Allen | Cash | 5,000 | Regulation A |
| 10/11/2023 | Kevin Bens | Cash | 1,000 | Regulation A |
| 9/11/2023 | Ausey Johnson | Cash | 4,000 | Regulation A |
| 9/29/2023 | Tywan Donta Purnell | Cash | 8,000 | Regulation A |
| 10/16/2023 | Larry Overton | Cash | 10,000 | Regulation A |
No sales commissions were paid in connection with any of the sales above.
| 54 |
Item 16 - Exhibits
The following exhibits are included with this Registration Statement:
| Exhibit Number |
Exhibit Description | Form | File No. | Exhibit | Filing Date |
Filed Herewith | ||||||
| 3.1 | Articles of Incorporation filed May 2, 2005 | X | ||||||||||
| 3.2 | Certificate of Amendment filed March 5, 2009 | X | ||||||||||
| 3.3 | Certificate of Change filed March 5, 2009 | X | ||||||||||
| 3.4 | Certificate of Amendment filed April 8, 2010 | X | ||||||||||
| 3.5 | Certificate of Amendment filed June 4, 2020 | X | ||||||||||
| 3.6 | Certificate of Amendment filed August 31, 2021 | X | ||||||||||
| 3.7 | Certificate of Amendment filed January 6, 2023 | X | ||||||||||
| 3.8 | Certificate of Designation (Series A Preferred Stock) filed October 14, 2019 | X | ||||||||||
| 3.9 | Amendment to Certificate of Designation (Series A Preferred Stock) filed November 10, 2021 | X | ||||||||||
| 3.10 | Amended and Restated Bylaws | 1-A | 024-12194 | 1A-2B | 4/14/23 | |||||||
| 5.1 | Legal Opinion of Business Legal Advisors, LLC | X | ||||||||||
| 10.1 | Patent Purchase Agreement dated January 24, 2023 | 1-A | 000-56568 | 1A-6 | 4/14/23 | |||||||
| 10.2 | Purchase and Sale Agreement with TCF Elrod, LLC dated August 28, 2023 | 10-Q | 000-56568 | 10.2 | 9/14/23 | |||||||
| 10.3 | Equity Financing Agreement with GHS dated October 9, 2023 | X | ||||||||||
| 10.4 | Registration Rights Agreement with GHS dated October 9, 2023 | X | ||||||||||
| 23.1 | Consent of BF Borgers CPA PC, independent registered public accounting firm | X | ||||||||||
| 23.2 | Consent of Attorney (included in Exhibit 5.1) | -- | ||||||||||
| 101.INS | Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document) | |||||||||||
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document | |||||||||||
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document | |||||||||||
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document | |||||||||||
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document | |||||||||||
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document | |||||||||||
| 104 | Cover Page Interactive Data File (formatted in Inline XBRL, and included in exhibit 101). | |||||||||||
| 107 | Filing Fee Table | X |
Item 17 - Undertakings
(A) The undersigned Registrant hereby undertakes:
| (1) | To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement to: | |
| (i) | To include any prospectus required by Section 10(a)(3) of the Securities Act; | |
| (ii) | Reflect in the prospectus any facts or events which, individually or together, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and | |
| (iii) | Include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement. | |
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| (2) | That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. |
| (3) | To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. |
| (4) | Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. |
(B) The issuer is subject to Rule 430C (ss. 230. 430C of this chapter): Each prospectus filed pursuant to Rule 424(b)(ss. 230.424(b) of this chapter) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A (ss. 230. 430A of this chapter), shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Murrieta, California on October 27, 2023.
HNO INTERNATIONAL, INC.
| By: | /s/ Paul Mueller | |
| Paul Mueller | ||
|
President and Chief Executive Officer (Principal Executive Officer) |
||
| Date: | October 27, 2023 |
| By: | /s/ Hossein Haririnia | |
| Hossein Haririnia | ||
|
Treasurer (Principal Financial and Accounting Officer) |
||
| Date: | October 27, 2023 |
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
| By: | /s/ Paul Mueller | |
| Paul Mueller, Director, President, Chief Executive Officer (Principal Executive Officer) | ||
| Date: | October 27, 2023 |
| By: | /s/ Hossein Haririnia | |
| Hossein Haririnia, Treasurer, Director (Principal Financial and Accounting Officer) | ||
| Date: | October 27, 2023 |
| By: | /s/ Donald Owens | |
| Donald Owens, Chairman of the Board | ||
| Date: | October 27, 2023 |
| By: | /s/ William Parker | |
| William Parker, Director | ||
| Date: | October 27, 2023 |
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14888 Auburn Sky Drive, Draper, UT 84020 (801) 634-1984 brian@businesslegaladvisor.com |
Brian Higley Attorney at Law Licensed in Utah |
October 27, 2023
Paul Mueller, CEO
HNO International, Inc.
41158 Eastman Drive
Suite B
Murrieta, CA 92562
| Re: | Registration Statement on Form S-1 |
Dear Mr. Mueller:
I have acted as counsel for HNO International, Inc., a Nevada corporation (the “Company”), in connection with the Company’s Registration Statement on Form S-1 (the “Registration Statement”) filed with the U.S. Securities and Exchange Commission under the Securities Act of 1933, as amended.
I have reviewed the Registration Statement, including the prospectus (the “Prospectus”) that is a part of the Registration Statement. The Registration Statement registers the offering and sale by a certain selling stockholder of the Company of 1,120,622 shares of the Company’s Common Stock (the “Shares”).
In connection with this opinion, I have reviewed originals or copies (certified or otherwise identified to my satisfaction) of the Company’s Articles of Incorporation, as amended, the Company’s Bylaws, resolutions adopted by the Company’s Board of Directors, the Registration Statement, the exhibits to the Registration Statement, and such other records, documents, statutes and decisions, and such certificates or comparable documents of public officials and of officers and representatives of the Company, and have made such inquiries of such officers and representatives, as I have deemed relevant in rendering this opinion.
In such examination, I have assumed the genuineness of all signatures, the legal capacity of all natural persons, the authenticity of all documents submitted to me as originals, the conformity to original documents of all documents submitted to me as certified, conformed or photostatic copies and the authenticity of the originals of such latter documents.
The opinions expressed below are limited to the laws of the State of Nevada (including the applicable provisions of the Nevada Constitution, applicable judicial and regulatory decisions interpreting these laws, and applicable rules and regulations underlying these laws) and the federal laws of the United States.
Based on the foregoing and in reliance thereon and subject to the assumptions, qualifications and limitations set forth herein, I am of the opinion that pursuant to the corporate laws of the State of Nevada, including all relevant provisions of the state constitution and all judicial interpretations interpreting such provisions, the Shares, when issued, will be legally issued, fully paid and non-assessable.
I hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the use of my firm’s name in the related Prospectus under the heading “Legal Matters.”
| Very truly yours, | |
| /s/ Brian Higley |
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EQUITY FINANCING AGREEMENT
This EQUITY FINANCING AGREEMENT (the “Agreement”), dated as of October 9, 2023 (the “Execution Date”), is entered into by and between HNO International, Inc., a Nevada corporation with its principal executive office at 41558 Eastman Drive, Suite B, Murrieta, CA 92562 (the “Company”), and GHS Investments LLC, a Nevada limited liability company, with offices at 420 Jericho Turnpike, Suite 102, Jericho, NY 11753 (the “Investor”).
RECITALS:
WHEREAS, the parties desire that, upon the terms and subject to the conditions contained herein, the Investor shall invest up to Ten Million Dollars ($10,000,000) (the "Commitment Amount"), over the course of twenty four (24) months immediately following the Effective Date (the “Contract Period”) to purchase the Company’s common stock, par value $0.001 per share (the “Common Stock”);
WHEREAS, such investments will be made in reliance upon the exemption from securities registration afforded by Section 4(a)(2) of the Securities Act of 1933, as amended (the “1933 Act”), Rule 506 of Regulation D promulgated by the SEC under the 1933 Act, and/or upon such other exemption from the registration requirements of the 1933 Act as may be available with respect to any or all of the investments in Common Stock to be made hereunder; and
WHEREAS, contemporaneously with the execution and delivery of this Agreement, the parties hereto are executing and delivering a Registration Rights Agreement substantially in the form attached hereto as Exhibit A (the “Registration Rights Agreement”) pursuant to which the Company has agreed to provide certain registration rights under the 1933 Act, and the rules and regulations promulgated thereunder, and applicable state securities laws.
NOW THEREFORE, in consideration of the foregoing recitals, which shall be considered an integral part of this Agreement, the covenants and agreements set forth hereafter, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Company and the Investor hereby agree as follows:
SECTION I.
DEFINITIONS
For all purposes of and under this Agreement, the following terms shall have the respective meanings below, and such meanings shall be equally applicable to the singular and plural forms of such defined terms.
“1933 Act” shall have the meaning set forth in the recitals.
“1934 Act” shall mean the Securities Exchange Act of 1934, as amended, or any similar federal statute, and the rules and regulations of the SEC thereunder, all as the same will then be in effect.
“Affiliate” shall have the meaning set forth in Section 5.7.
“Agreement” shall have the meaning set forth in the preamble.
“Articles of Incorporation” shall have the
meaning set forth in Section 4.3.
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“By-laws” shall have the meaning set forth in Section 4.3.
“Closing” shall have the meaning set forth
in Section 2.4.
“Closing Date” shall have the meaning set forth in Section 2.4.
“Commitment Shares” shall have the meaning set for in Section 2.7.
“Common Stock” shall have the meaning set forth in the recitals.
“Control” or “Controls” shall have the meaning set forth in Section 5.7.
“Effective Date” shall mean the date the SEC declares effective under the 1933 Act the Registration Statement covering the Securities.
“Environmental Laws” shall have the meaning set forth in Section 4.13.
“Execution Date” shall have the meaning set forth in the preamble.
“Indemnified Liabilities” shall have the meaning set forth in Section 10.
“Indemnitees” shall have the meaning set forth in Section 10.
“Indemnitor” shall have the meaning set forth in Section 10.
“Ineffective Period” shall mean any period of time that the Registration Statement or any supplemental registration statement becomes ineffective or unavailable for use for the sale or resale, as applicable, of any or all of the Registrable Securities (as defined in the Registration Rights Agreement) for any reason (or in the event the prospectus under either of the above is not current and deliverable) during any time period required under the Registration Rights Agreement.
“Investor” shall have the meaning set forth in the preamble.
“Market Price” shall mean the lowest traded price of the Common Stock during the Pricing Period.
“Material Adverse Effect” shall have the meaning set forth in Section 4.1.
“Maximum Common Stock Issuance” shall have the meaning set forth in Section 2.5.
“Open Period” shall mean the period beginning on and including the Trading Day immediately following the Effective Date and ending on the termination of the Agreement in accordance with Section 8.
“Pricing Period” shall mean the ten (10) consecutive Trading Days preceding the relevant Put Notice Date.
“Principal Market” shall mean the New York Stock Exchange, the NYSE American, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market or the OTC Markets, whichever is the principal market on which the Common Stock is listed.
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“Prospectus” shall mean the prospectus, preliminary prospectus and supplemental prospectus used in connection with the Registration Statement.
“Purchase Amount” shall mean the total amount being paid by the Investor on a particular Closing Date to purchase the Securities.
“Purchase Price” shall mean eighty percent (80%) of the Market Price. Following an up-list to the NASDAQ or an equivalent national exchange by the Company, the Purchase price shall mean ninety percent (90%) of the lowest volume weighted average price (“VWAP”) during the relevant Pricing Period, subject to a floor of $0.001 per share, below which the Company shall not deliver a Put.
“Put” shall mean the Company is entitled to request equity investments (the “Put” or “Puts”) by the Investor, pursuant to which the Company will issue Common Stock to the Investor with an aggregate Purchase Price equal to the value of the Put, subject to a price per share calculation based on the Market Price.
“Put Amount” shall mean the total dollar amount requested by the Company pursuant to an applicable Put. The timing and amounts of each Put shall be at the discretion of the Company. The maximum dollar amount of each Put will not exceed two hundred percent (200%) of the average daily trading dollar volume for the Common Stock during the ten (10) consecutive Trading Days preceding the Put Notice Date. No Put will be made in an amount equaling less than ten thousand dollars ($10,000) or greater than five hundred thousand dollars ($500,000). Puts are further limited to the Investor owning no more than 4.99% of the outstanding stock of the Company at any given time.
“Put Notice” shall mean a written notice sent to the Investor by the Company stating the Put Amount in U.S. dollars that the Company intends to sell to the Investor pursuant to the terms of the Agreement and stating the current number of Shares issued and outstanding on such date.
“Put Notice Date” shall mean the Trading Day on which the Investor receives a Put Notice.
“Put Restriction” shall mean a minimum of ten (10) Trading Days following a Closing Date. During this time, the Company shall not be entitled to deliver another Put Notice.
“Put Shares” shall have the meaning set forth in Section 2.4.
“Registered Offering Transaction Documents” shall mean this Agreement and the Registration Rights Agreement between the Company and the Investor as of the date herewith.
“Registration Rights Agreement” shall have the meaning set forth in the recitals.
“Registration Statement” means the registration statement of the Company filed under the 1933 Act covering the Securities issuable hereunder.
“Related Party” shall have the meaning set forth in Section 5.7.
“Resolution” shall have the meaning set forth in Section 7.5.
“SEC” shall mean the U.S. Securities and Exchange Commission.
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“SEC Documents” shall have the meaning set forth in Section 4.6.
“Securities” shall mean the shares of Common Stock issued pursuant to the terms of this Agreement.
“Settlement Date” shall have the meaning set forth in Section 2.4.
“Shares” shall mean the shares of the Common Stock.
“Subsidiaries” shall have the meaning set forth in Section 4.1.
“Trading Day” shall mean any day on which the Principal Market for the Common Stock is open for trading, from the hours of 9:30 am until 4:00 pm.
“Transaction Costs” the Company shall bear the costs of the Registration Statement.
SECTION II
PURCHASE AND SALE OF COMMON STOCK
2.1
PURCHASE AND SALE OF COMMON STOCK. Subject to the terms and conditions set forth herein, the Company shall issue and sell
to the Investor, and the Investor shall purchase from the Company, up to that number of Shares having an aggregate Purchase Price of Ten
Million Dollars ($10,000,000).
2.2 DELIVERY OF PUT NOTICES. Subject to the terms and conditions herein, and from time to time during the Open Period, the Company may, in its sole discretion, deliver a Put Notice to the Investor which states the dollar amount (designated in U.S. Dollars), which the Company intends to sell to the Investor on a Closing Date (the “Put”). The Put Notice shall be in the form attached hereto as Exhibit C and incorporated herein by reference. The Purchase Price of the Put shall be eighty percent (80%) percent of the Market Price. Following an up-list to the NASDAQ or equivalent national exchange, the Purchase Price shall be ninety percent (90%) of the lowest volume weighted average price (“VWAP”) during the relevant Pricing Period, subject to a floor price of $0.001 per share, below which the Company shall not deliver a Put. There will be a minimum of ten (10) trading days between Closings. No Put will be made in an amount equaling less than ten thousand dollars ($10,000) or greater than five hundred thousand dollars ($500,000).
2.3 CONDITIONS TO INVESTOR’S OBLIGATION TO PURCHASE SHARES. Notwithstanding anything to the contrary in this Agreement, the Company shall not be entitled to deliver a Put Notice and the Investor shall not be obligated to purchase any Shares at a Closing unless each of the following conditions are satisfied:
i. a Registration Statement shall have been declared effective and shall remain effective and available for the resale of all the Registrable Securities (as defined in the Registration Rights Agreement) at all times until the Closing with respect to the subject Put Notice;
ii. at all times during the period beginning on the related Put Notice Date and ending on and including the related Closing Date, the Common Stock shall have been listed or quoted for trading on the Principal Market and shall not have been suspended from trading thereon for a period of two (2) consecutive Trading Days during the Open Period and the Company shall not have been notified of any pending or threatened proceeding or other action to suspend the trading of the Common Stock;
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iii. the Company has complied with its obligations and is otherwise not in breach of or in default under, this Agreement, the Registration Rights Agreement or any other agreement executed between the parties, which has not been cured prior to delivery of the Put Notice;
iv. no injunction shall have been issued and remain in force, or action commenced by a governmental authority which has not been stayed or abandoned, prohibiting the purchase or the issuance of the Securities; and
v. the issuance of the Securities will not violate any requirements of the Principal Market.
If any of the events described in clauses (i) through (v) above occurs during a Pricing Period, then the Investor shall have no obligation to purchase the Put Amount of Common Stock set forth in the applicable Put Notice.
2.4 MECHANICS OF PURCHASE OF SHARES BY INVESTOR. Subject to the satisfaction of the conditions set forth in Sections 2.5, 7 and 8 of this Agreement, at the end of the Pricing Period, the Purchase Price shall be established and an amount of Shares equaling one hundred percent (100%) of the Put Amount (the “Put Shares”) shall be delivered to the Investor’s broker for a particular Put.
2.5 The Closing of a Put shall occur upon the first Trading Day following the confirmation of receipt and approval for trading by Investor's broker of the Put Shares, whereby the Company shall have caused the Transfer Agent to electronically transmit, prior to the applicable Closing Date, the applicable Put Shares by crediting the account of the Investor's broker with DTC through its Deposit Withdrawal Agent Commission ("DWAC") system. The Investor shall deliver the Purchase Amount specified in the Put Notice (less deposit and clearing fees) by wire transfer of immediately available funds to an account designated by the Company if the aforementioned receipt and approval are confirmed before 9:30 AM ET or on the following Trading Day if receipt and approval by the Investor's broker is made after 9:30 AM ET("Closing Date" or "Closing"). In addition, on or prior to such Closing Date, each of the Company and Investor shall deliver to each other all documents, instruments and writings required to be delivered or reasonably requested by either of them pursuant to this Agreement in order to implement and effect the transactions contemplated herein.
2.6 OVERALL LIMIT ON COMMON STOCK ISSUABLE. Notwithstanding anything contained herein to the contrary, if during the Open Period the Company becomes listed on an exchange which limits the number of shares of Common Stock that may be issued without shareholder approval, then the number of Shares issuable by the Company and purchasable by the Investor, shall not exceed that number of the shares of Common Stock that may be issuable without shareholder approval (the “Maximum Common Stock Issuance”). If such issuance of shares of Common Stock could cause a delisting on the Principal Market then the Maximum Common Stock Issuance shall first be approved by the Company’s shareholders in accordance with applicable law and the By-laws and the Articles of Incorporation of the Company. The parties understand and agree that the Company’s failure to seek or obtain such shareholder approval shall in no way adversely affect the validity and due authorization of the issuance and sale of Securities or the Investor’s obligation in accordance with the terms and conditions hereof to purchase a number of Shares in the aggregate up to the Maximum Common Stock Issuance, and that such approval pertains only to the applicability of the Maximum Common Stock Issuance limitation provided in this Section 2.6.
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2.7 LIMITATION ON AMOUNT OF OWNERSHIP. Notwithstanding anything to the contrary in this Agreement, in no event shall the Investor be entitled to purchase that number of Shares, 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 the Investor, would exceed 4.99% of the number of shares of Common Stock outstanding on the Closing Date, as determined in accordance with Rule 13d-1(j) of the 1934 Act.
2.8 COMMITMENT SHARES. Concurrently with the execution of this Agreement, the Company shall issue $20,000 worth of shares to the Investor (“Commitment Shares”). The Commitment Shares shall be calculated at the applicable Purchase Price on the Trading Day preceding the execution of this Agreement and shall be registered for resale in the Registration Statement filed by the Company.
SECTION III
INVESTOR’S REPRESENTATIONS, WARRANTIES AND COVENANTS
The Investor represents and warrants to the Company, and covenants, that to the best of the Investor's knowledge:
3.1 SOPHISTICATED INVESTOR. The Investor has, by reason of its business and financial experience, such knowledge, sophistication and experience in financial and business matters and in making investment decisions of this type that it is capable of (I) evaluating the merits and risks of an investment in the Securities and making an informed investment decision; (II) protecting its own interest; and (III) bearing the economic risk of such investment for an indefinite period of time.
3.2 AUTHORIZATION; ENFORCEMENT. This Agreement has been duly and validly authorized, executed and delivered on behalf of the Investor and is a valid and binding agreement of the Investor enforceable against the Investor in accordance with its terms, subject as to enforceability to general principles of equity and to applicable bankruptcy, insolvency, reorganization, moratorium, liquidation and other similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies.
3.3 SECTION 9 OF THE 1934 ACT. During the term of this Agreement, the Investor will comply with the provisions of Section 9 of the 1934 Act, and the rules promulgated thereunder, with respect to transactions involving the Common Stock.
3.4 ACCREDITED INVESTOR. Investor is an “Accredited Investor” as that term is defined in Rule 501(a) of Regulation D of the 1933 Act.
3.5 NO CONFLICTS. The execution, delivery and performance of the Documents by the Investor and the consummation by the Investor of the transactions contemplated hereby and thereby will not result in a violation of Partnership Agreement or other organizational documents of the Investor.
3.6 OPPORTUNITY TO DISCUSS. The Investor has received all materials relating to the Company’s business, finance and operations which it has requested. The Investor has had an opportunity to discuss the business, management and financial affairs of the Company with the Company’s management.
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3.7 INVESTMENT PURPOSES. The Investor is purchasing the Securities for its own account for investment purposes and not with a view towards distribution and agrees to resell or otherwise dispose of the Securities solely in accordance with the registration provisions of the 1933 Act (or pursuant to an exemption from such registration provisions).
3.8 GOOD STANDING. The Investor is a limited liability company, duly organized, validly existing and in good standing in the State of Nevada.
3.9 TAX LIABILITIES. The Investor understands that it is liable for its own tax liabilities.
3.10 REGULATION M. The Investor will comply with Regulation M under the 1934 Act, if applicable.
3.11 PROHIBITED TRADING. No short sales shall be permitted by the Investor or its affiliates during the period commencing on the Execution Date and continuing through the termination of this Agreement.
SECTION IV
REPRESENTATIONS AND WARRANTIES OF THE COMPANY
Except as set forth in the Schedules attached hereto, or as disclosed on the Company’s SEC Documents, the Company represents and warrants to the Investor that:
4.1 ORGANIZATION AND QUALIFICATION. The Company is a corporation duly organized and validly existing in good standing under the laws of the State of its incorporation and has the requisite corporate power and authorization to own its properties and to carry on its business as now being conducted. Both the Company and the companies it owns or controls (“Subsidiaries”) are duly qualified to do business and are in good standing in every jurisdiction in which its ownership of property or the nature of the business conducted by it makes such qualification necessary, except to the extent that the failure to be so qualified or be in good standing would not have a Material Adverse Effect. As used in this Agreement, “Material Adverse Effect” means a change, event, circumstance, effect or state of facts that has had or is reasonably likely to have, a material adverse effect on the business, properties, assets, operations, results of operations, financial condition or prospects of the Company and its Subsidiaries, if any, taken as a whole, or on the transactions contemplated hereby or by the agreements and instruments to be entered into in connection herewith, or on the authority or ability of the Company to perform its obligations under the Registered offering Transaction Documents.
4.2 AUTHORIZATION; ENFORCEMENT; COMPLIANCE WITH OTHER INSTRUMENTS.
| i. | The Company has the requisite corporate power and authority to enter into and perform this Agreement and the Registration Rights Agreement (collectively, the “Registered Offering Transaction Documents”), and to issue the Securities in accordance with the terms hereof and thereof. |
| ii. | The execution and delivery of the Registered Offering Transaction Documents by the Company and the consummation by it of the transactions contemplated hereby and thereby, including without limitation the issuance of the Securities pursuant to this Agreement, have been duly and validly authorized by the Company’s Board of Directors and no further consent or authorization is required by the Company, its Board of Directors, or its shareholders. |
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| iii. | The Registered Offering Transaction Documents have been duly and validly executed and delivered by the Company. |
| iv. | The Registered Offering Transaction Documents constitute the valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors’ rights and remedies. |
4.3 CAPITALIZATION. As of the date hereof, the authorized capital stock of the Company consists of: (i) 985,000,000 shares of the Common Stock, par value $0.001 per share, of which as of the date hereof 419,288,831 shares are issued and outstanding; and, (ii) 15,000,000 shares of Preferred Stock, par value $0.001 of which as of the date hereof 10,000,000 Preferred Stock are issued and outstanding. All of such outstanding shares have been, or upon issuance will be, validly issued and are fully paid and nonassessable. Except as disclosed in the Company’s publicly available filings with the SEC and as will be disclosed in the Registration Statement, and based on the best information available and efforts of the Company’s management, or as otherwise set forth on Schedule 4.3:
| i. | no shares of the Company’s capital stock are subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company; |
| ii. | there are no outstanding debt securities; |
| iii. | there are no outstanding shares of capital stock, options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, any shares of capital stock of the Company or any of its Subsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional shares of capital stock of the Company or any of its Subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, any shares of capital stock of the Company or any of its Subsidiaries; |
| iv. | there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of their securities under the 1933 Act (except the Registration Rights Agreement); |
| v. | there are no outstanding securities of the Company or any of its Subsidiaries which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to redeem a security of the Company or any of its Subsidiaries; |
| vi. | there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Securities as described in this Agreement; |
| vii. | the Company does not have any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement; and |
| viii. | there is no dispute as to the classification of any shares of the Company’s capital stock. |
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The Company has furnished to the Investor, or the Investor has had access through EDGAR to, true and correct copies of the Company’s Articles of Incorporation and all amendments thereto, as in effect on the date hereof (the “Articles of Incorporation”), and the Company’s By-laws and all amendments thereto, as in effect on the date hereof (the “By-laws”), and the terms of all securities convertible into or exercisable for Common Stock and the material rights of the holders thereof in respect thereto.
4.4 ISSUANCE OF SHARES. As of the filing of the Registration Statement the Company will have reserved the amount of Shares included in the Registration Statement for issuance pursuant to the Registered Offering Transaction Documents, which have been duly authorized and reserved (subject to adjustment pursuant to the Company’s covenant set forth in Section 5.5 below) pursuant to this Agreement. Upon issuance in accordance with this Agreement, the Securities will be validly issued, fully paid for and non-assessable and free from all taxes, liens and charges with respect to the issuance thereof. In the event the Company cannot register a sufficient number of Shares for issuance pursuant to this Agreement, the Company will use its best efforts to authorize and reserve for issuance the number of Shares required for the Company to perform its obligations hereunder as soon as reasonably practicable.
4.5 NO CONFLICTS. The execution, delivery and performance of the Registered Offering Transaction Documents by the Company and the consummation by the Company of the transactions contemplated hereby and thereby will not (i) result in a violation of the Articles of Incorporation, any Certificate of Designations, Preferences and Rights of any outstanding series of preferred stock of the Company or the By-laws; or (ii) conflict with, or constitute a material default (or an event which with notice or lapse of time or both would become a material default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any material agreement, contract, indenture mortgage, indebtedness or instrument to which the Company or any of its Subsidiaries is a party, or to the Company’s knowledge result in a violation of any law, rule, regulation, order, judgment or decree (including United States federal and state securities laws and regulations and the rules and regulations of the Principal Market or principal securities exchange or trading market on which the Common Stock is traded or listed) applicable to the Company or any of its Subsidiaries or by which any property or asset of the Company or any of its Subsidiaries is bound or affected. Neither the Company nor its Subsidiaries is in violation of any term of, or in default under, the Articles of Incorporation, any Certificate of Designations, Preferences and Rights of any outstanding series of preferred stock of the Company or the By-laws or their organizational charter or by-laws, respectively, or any contract, agreement, mortgage, indebtedness, indenture, instrument, judgment, decree or order or any statute, rule or regulation applicable to the Company or its Subsidiaries, except for possible conflicts, defaults, terminations, amendments, accelerations, cancellations and violations that would not individually or in the aggregate have or constitute a Material Adverse Effect. The business of the Company and its Subsidiaries is not being conducted, and shall not be conducted, in violation of any law, statute, ordinance, rule, order or regulation of any governmental authority or agency, regulatory or self-regulatory agency, or court, except for possible violations the sanctions for which either individually or in the aggregate would not have a Material Adverse Effect. Except as specifically contemplated by this Agreement and as required under the 1933 Act or any securities laws of any states, to the Company’s knowledge, the Company is not required to obtain any consent, authorization, permit or order of, or make any filing or registration (except the filing of a registration statement as outlined in the Registration Rights Agreement between the parties) with, any court, governmental authority or agency, regulatory or self-regulatory agency or other third party in order for it to execute, deliver or perform any of its obligations under, or contemplated by, the Registered Offering Transaction Documents in accordance with the terms hereof or thereof. All consents, authorizations, permits, orders, filings and registrations which the Company is required to obtain pursuant to the preceding sentence have been obtained or effected on or prior to the date hereof and are in full force and effect as of the date hereof. The Company and its Subsidiaries are unaware of any facts or circumstances which might give rise to any of the foregoing. The Company is not, and will not be, in violation of the listing requirements of the Principal Market as in effect on the date hereof and on each of the Closing Dates and is not aware of any facts which would reasonably lead to delisting of the Common Stock by the Principal Market in the foreseeable future.
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4.6 SEC DOCUMENTS; FINANCIAL STATEMENTS. As of the date hereof, the Company has filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC pursuant to the reporting requirements of the 1934 Act (all of the foregoing filed prior to the date hereof and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein, and amendments thereto, being hereinafter referred to as the “SEC Documents”). The Company has delivered to the Investor or its representatives, or they have had access through EDGAR to, true and complete copies of the SEC Documents. As of their respective filing dates, the SEC Documents complied in all material respects with the requirements of the 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed with the SEC or the time they were amended, if amended, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. As of their respective dates, the financial statements of the Company included in the SEC Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles, by a firm that is a member of the Public Companies Accounting Oversight Board (“PCAOB”) consistently applied, during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). No other written information provided by or on behalf of the Company to the Investor which is not included in the SEC Documents, including, without limitation, information referred to in Section 4.3 of this Agreement, contains any untrue statement of a material fact or omits to state any material fact necessary to make the statements therein, in the light of the circumstance under which they are or were made, not misleading. Neither the Company nor any of its Subsidiaries or any of their officers, directors, employees or agents have provided the Investor with any material, nonpublic information which was not publicly disclosed prior to the date hereof and any material, nonpublic information provided to the Investor by the Company or its Subsidiaries or any of their officers, directors, employees or agents prior to any Closing Date shall be publicly disclosed by the Company prior to such Closing Date.
4.7 ABSENCE OF CERTAIN CHANGES. Except as otherwise set forth in the SEC Documents, the Company does not intend to change the business operations of the Company in any material way. The Company has not taken any steps, and does not currently expect to take any steps, to seek protection pursuant to any bankruptcy law nor does the Company or its Subsidiaries have any knowledge or reason to believe that its creditors intend to initiate involuntary bankruptcy proceedings.
4.8 ABSENCE OF LITIGATION AND/OR REGULATORY PROCEEDINGS. Except as set forth in the SEC Documents, there is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the executive officers of Company or any of its Subsidiaries, threatened against or affecting the Company, the Common Stock or any of the Company’s Subsidiaries or any of the Company’s or the Company’s Subsidiaries’ officers or directors in their capacities as such, in which an adverse decision could have a Material Adverse Effect.
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4.9 ACKNOWLEDGMENT REGARDING INVESTOR’S PURCHASE OF SHARES. The Company acknowledges and agrees that the Investor is acting solely in the capacity of an arm’s length investor with respect to the Registered Offering Transaction Documents and the transactions contemplated hereby and thereby. The Company further acknowledges that the Investor is not acting as a financial advisor or fiduciary of the Company (or in any similar capacity) with respect to the Registered Offering Transaction Documents and the transactions contemplated hereby and thereby and any advice given by the Investor or any of its respective representatives or agents in connection with the Registered Offering Transaction Documents and the transactions contemplated hereby and thereby is merely incidental to the Investor’s purchase of the Securities, and is not being relied on by the Company. The Company further represents to the Investor that the Company’s decision to enter into the Registered Offering Transaction Documents has been based solely on the independent evaluation by the Company and its representatives.
4.10 NO UNDISCLOSED EVENTS, LIABILITIES, DEVELOPMENTS OR CIRCUMSTANCES. Except as set forth in the SEC Documents, as of the date hereof, no event, liability, development or circumstance has occurred or exists, or to the Company’s knowledge is contemplated to occur, with respect to the Company or its Subsidiaries or their respective business, properties, assets, prospects, operations or financial condition, that would be required to be disclosed by the Company under applicable securities laws on a registration statement filed with the SEC relating to an issuance and sale by the Company of its Common Stock and which has not been publicly announced.
4.11 EMPLOYEE RELATIONS. Neither the Company nor any of its Subsidiaries is involved in any union labor dispute nor, to the knowledge of the Company or any of its Subsidiaries, is any such dispute threatened. Neither the Company nor any of its Subsidiaries is a party to a collective bargaining agreement, and the Company and its Subsidiaries believe that relations with their employees are good. No executive officer (as defined in Rule 501(f) of the 1933 Act) has notified the Company that such officer intends to leave the Company’s employ or otherwise terminate such officer’s employment with the Company.
4.12 INTELLECTUAL PROPERTY RIGHTS. The Company and its Subsidiaries own or possess adequate rights or licenses to use all trademarks, trade names, service marks, service mark registrations, service names, patents, patent rights, copyrights, inventions, licenses, approvals, governmental authorizations, trade secrets and rights necessary to conduct their respective businesses as now conducted. Except as set forth in the SEC Documents, none of the Company’s trademarks, trade names, service marks, service mark registrations, service names, patents, patent rights, copyrights, inventions, licenses, approvals, government authorizations, trade secrets or other intellectual property rights necessary to conduct its business as now or as proposed to be conducted have expired or terminated, or are expected to expire or terminate within three (3) years from the date of this Agreement. The Company and its Subsidiaries do not have any knowledge of any infringement by the Company or its Subsidiaries of trademark, trade name rights, patents, patent rights, copyrights, inventions, licenses, service names, service marks, service mark registrations, trade secret or other similar rights of others, or of any such development of similar or identical trade secrets or technical information by others and, except as set forth in the SEC Documents, there is no claim, action or proceeding being made or brought against, or to the Company’s knowledge, being threatened against, the Company or its Subsidiaries regarding trademark, trade name, patents, patent rights, invention, copyright, license, service names, service marks, service mark registrations, trade secret or other infringement; and the Company and its Subsidiaries are unaware of any facts or circumstances which might give rise to any of the foregoing. The Company and its Subsidiaries have taken commercially reasonable security measures to protect the secrecy, confidentiality and value of all of their intellectual properties.
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4.13 ENVIRONMENTAL LAWS. The Company and its Subsidiaries (i) are, to the knowledge of the management and directors of the Company and its Subsidiaries, in compliance with any and all applicable foreign, federal, state and local laws and regulations relating to the protection of human health and safety, the environment or hazardous or toxic substances or wastes, pollutants or contaminants (“Environmental Laws”); (ii) have, to the knowledge of the management and directors of the Company, received all permits, licenses or other approvals required of them under applicable Environmental Laws to conduct their respective businesses; and (iii) are in compliance, to the knowledge of the management and directors of the Company, with all terms and conditions of any such permit, license or approval where, in each of the three (3) foregoing cases, the failure to so comply would have, individually or in the aggregate, a Material Adverse Effect.
4.14 TITLE. The Company and its Subsidiaries have good and marketable title to all personal property owned by them which is material to the business of the Company and its Subsidiaries, in each case free and clear of all liens, encumbrances and defects except such as are described in the SEC Documents or such as do not materially affect the value of such property and do not interfere with the use made and proposed to be made of such property by the Company or any of its Subsidiaries. Any real property and facilities held under lease by the Company or any of its Subsidiaries are held by them under valid, subsisting and enforceable leases with such exceptions as are not material and do not interfere with the use made and proposed to be made of such property and buildings by the Company and its Subsidiaries.
4.15 INSURANCE. Each of the Company’s Subsidiaries are insured by insurers of recognized financial responsibility against such losses and risks and in such amounts as management of the Company reasonably believes to be prudent and customary in the businesses in which the Company and its Subsidiaries are engaged. Neither the Company nor any of its Subsidiaries has been refused any insurance coverage sought or applied for and neither the Company nor its Subsidiaries has any reason to believe that it will not be able to renew its existing insurance coverage as and when such coverage expires or to obtain similar coverage from similar insurers as may be necessary to continue its business at a cost that would not have a Material Adverse Effect.
4.16 REGULATORY PERMITS. The Company and its Subsidiaries have in full force and effect all certificates, approvals, authorizations and permits from the appropriate federal, state, local or foreign regulatory authorities and comparable foreign regulatory agencies, necessary to own, lease or operate their respective properties and assets and conduct their respective businesses, and neither the Company nor any such Subsidiary has received any notice of proceedings relating to the revocation or modification of any such certificate, approval, authorization or permit, except for such certificates, approvals, authorizations or permits which if not obtained, or such revocations or modifications which, would not have a Material Adverse Effect.
4.17 INTERNAL ACCOUNTING CONTROLS. Except as otherwise set forth in the SEC Documents, the Company and each of its Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles by a firm with membership to the PCAOB and to maintain asset accountability; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Company’s management has determined that the Company’s internal accounting controls were not effective as of the date of this Agreement as further described in the SEC Documents.
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4.18 NO MATERIALLY ADVERSE CONTRACTS, ETC. Neither the Company nor any of its Subsidiaries is subject to any charter, corporate or other legal restriction, or any judgment, decree, order, rule or regulation which in the judgment of the Company’s officers has or is expected in the future to have a Material Adverse Effect. Neither the Company nor any of its Subsidiaries is a party to any contract or agreement which in the judgment of the Company’s officers has or is expected to have a Material Adverse Effect.
4.19 TAX STATUS. The Company and each of its Subsidiaries has made or filed all United States federal and state income and all other tax returns, reports and declarations required by any jurisdiction to which it is subject (unless and only to the extent that the Company and each of its Subsidiaries has set aside on its books provisions reasonably adequate for the payment of all unpaid and unreported taxes) and has paid all taxes and other governmental assessments and charges that are material in amount, shown or determined to be due on such returns, reports and declarations, except those being contested in good faith and has set aside on its books provision reasonably adequate for the payment of all taxes for periods subsequent to the periods to which such returns, reports or declarations apply. There are no unpaid taxes in any material amount claimed to be due by the taxing authority of any jurisdiction, and the officers of the Company know of no basis for any such claim.
4.20 CERTAIN TRANSACTIONS. Except as set forth in the SEC Documents filed at least ten (10) days prior to the date hereof and except for arm’s length transactions pursuant to which the Company makes payments in the ordinary course of business upon terms no less favorable than the Company could obtain from disinterested third parties, none of the officers, directors, or employees of the Company is presently a party to any transaction with the Company or any of its Subsidiaries (other than for services as employees, officers and directors), including any contract, agreement or other arrangement providing for the furnishing of services to or by, providing for rental of real or personal property to or from, or otherwise requiring payments to or from any officer, director or such employee or, to the knowledge of the Company, any corporation, partnership, trust or other entity in which any officer, director, or any such employee has a substantial interest or is an officer, director, trustee or partner, such that disclosure would be required in the SEC Documents..
4.21 DILUTIVE EFFECT. The Company understands and acknowledges that the number of shares of Common Stock issuable upon purchases pursuant to this Agreement will increase in certain circumstances including, but not necessarily limited to, the circumstance wherein the trading price of the Common Stock declines during the period between the Effective Date and the end of the Open Period. The Company’s executive officers and directors have studied and fully understand the nature of the transactions contemplated by this Agreement and recognize that they have a potential dilutive effect on the shareholders of the Company. The Board of Directors of the Company has concluded, in its good faith business judgment, and with full understanding of the implications, that such issuance is in the best interests of the Company. The Company specifically acknowledges that, subject to such limitations as are expressly set forth in the Registered Offering Transaction Documents, its obligation to issue shares of Common Stock upon purchases pursuant to this Agreement is absolute and unconditional regardless of the dilutive effect that such issuance may have on the ownership interests of other shareholders of the Company.
4.22 NO GENERAL SOLICITATION. Neither the Company, nor any of its affiliates, nor any person acting on its behalf, has engaged in any form of general solicitation or general advertising (within the meaning of Regulation D) in connection with the offer or sale of the Common Stock to be offered as set forth in this Agreement.
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4.23 NO BROKERS, FINDERS OR FINANCIAL ADVISORY FEES OR COMMISSIONS. Other than __________no brokers, finders or financial advisory fees or commissions will be payable by the Company, its agents or Subsidiaries, with respect to the transactions contemplated by this Agreement.
4.24 EXCLUSIVITY. The Company shall not pursue a similar equity financing transaction as envisioned hereunder (the “Equity Financing”) with any other party unless and until good faith negotiations have terminated between the Investor and the Company or until such time as the Registration Statement has been declared effective by the SEC.
SECTION V
COVENANTS OF THE COMPANY
5.1 BEST EFFORTS. The Company shall use all commercially reasonable efforts to timely satisfy each of the conditions set forth in Section 7 of this Agreement.
5.2 REPORTING STATUS. Until one of the following occurs, the Company shall file all reports required to be filed with the SEC pursuant to the 1934 Act, and the Company shall not terminate its status, or take an action or fail to take any action, which would terminate its status as a reporting company under the 1934 Act: (i) this Agreement terminates pursuant to Section 8 and the Investor has the right to sell all of the Securities without restrictions pursuant to Rule 144 promulgated under the 1933 Act, or such other exemption, or (ii) the date on which the Investor has sold all the Securities and this Agreement has been terminated pursuant to Section 8.
5.3 USE OF PROCEEDS. The Company will use the proceeds from the sale of the Put Shares (excluding amounts paid by the Company for fees as set forth in the Registered Offering Transaction Documents) for general corporate and working capital purposes and acquisitions or assets, businesses or operations or for other purposes that the Board of Directors, in good faith, deem to be in the best interest of the Company.
5.4 FINANCIAL INFORMATION. During the Open Period, the Company agrees to make available to the Investor via EDGAR or other electronic means the following documents and information on the forms set forth: (i) within five (5) Trading Days after the filing thereof with the SEC, a copy of its Annual Reports on Form 10-K, its Quarterly Reports on Form 10-Q, any Current Reports on Form 8-K and any Registration Statements or amendments filed pursuant to the 1933 Act; (ii) copies of any notices and other information made available or given to the shareholders of the Company generally, contemporaneously with the making available or giving thereof to the shareholders; and (iii) within two (2) calendar days of filing or delivery thereof, copies of all documents filed with, and all correspondence sent to, the Principal Market, any securities exchange or market, or the Financial Industry Regulatory Association, unless such information is material nonpublic information.
5.5 RESERVATION OF SHARES. The Company shall take all action necessary to at all times have authorized, and reserved the amount of Shares included in the Company’s registration statement for issuance pursuant to the Registered Offering Transaction Documents. In the event that the Company determines that it does not have a sufficient number of authorized shares of Common Stock to reserve and keep available for issuance as described in this Section 5.5, the Company shall use all commercially reasonable efforts to increase the number of authorized shares of Common Stock by seeking shareholder approval for the authorization of such additional shares.
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5.6 LISTING. The Company shall promptly secure and maintain the listing of all of the Registrable Securities (as defined in the Registration Rights Agreement) on the Principal Market and each other national securities exchange and automated quotation system, if any, upon which shares of Common Stock are then listed (subject to official notice of issuance) and shall maintain, such listing of all Registrable Securities from time to time issuable under the terms of the Registered Offering Transaction Documents. Neither the Company nor any of its Subsidiaries shall take any action which would be reasonably expected to result in the delisting or suspension of the Common Stock on the Principal Market (excluding suspensions of not more than one (1) Trading Day resulting from business announcements by the Company). The Company shall promptly provide to the Investor copies of any notices it receives from the Principal Market regarding the continued eligibility of the Common Stock for listing on such automated quotation system or securities exchange. The Company shall pay all fees and expenses in connection with satisfying its obligations under this Section 5.6.
5.7 TRANSACTIONS WITH AFFILIATES. The Company shall not, and shall cause each of its Subsidiaries not to, enter into, amend, modify or supplement, or permit any Subsidiary to enter into, amend, modify or supplement, any agreement, transaction, commitment or arrangement with any of its or any Subsidiary’s officers, directors, persons who were officers or directors at any time during the previous two (2) years, shareholders who beneficially own 5% or more of the Common Stock, or Affiliates or with any individual related by blood, marriage or adoption to any such individual or with any entity in which any such entity or individual owns a 5% or more beneficial interest (each a “Related Party”), except for (i) customary employment arrangements and benefit programs on reasonable terms, (ii) any agreement, transaction, commitment or arrangement on an arms-length basis on terms no less favorable than terms which would have been obtainable from a disinterested third party other than such Related Party, or (iii) any agreement, transaction, commitment or arrangement which is approved by a majority of the disinterested directors of the Company. For purposes hereof, any director who is also an officer of the Company or any Subsidiary of the Company shall not be a disinterested director with respect to any such agreement, transaction, commitment or arrangement. “Affiliate” for purposes hereof means, with respect to any person or entity, another person or entity that, directly or indirectly, (i) has a 5% or more equity interest in that person or entity, (ii) has 5% or more common ownership with that person or entity, (iii) controls that person or entity, or (iv) is under common control with that person or entity. “Control” or “Controls” for purposes hereof means that a person or entity has the power, directly or indirectly, to conduct or govern the policies of another person or entity.
5.8 FILING OF FORM 8-K. On or before the date which is four (4) Trading Days after the Execution Date, the Company shall file a Current Report on Form 8-K with the SEC describing the terms of the transaction contemplated by the Registered Offering Transaction Documents in the form required by the 1934 Act, if such filing is required.
5.9 CORPORATE EXISTENCE. The Company shall use all commercially reasonable efforts to preserve and continue the corporate existence of the Company.
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5.10 NOTICE OF CERTAIN EVENTS AFFECTING REGISTRATION; SUSPENSION OF RIGHT TO MAKE A PUT. The Company shall promptly notify the Investor upon the occurrence of any of the following events in respect of a Registration Statement or related prospectus in respect of an offering of the Securities: (i) receipt of any request for additional information by the SEC or any other federal or state governmental authority during the period of effectiveness of the Registration Statement for amendments or supplements to the Registration Statement or related prospectus; (ii) the issuance by the SEC or any other federal or state governmental authority of any stop order suspending the effectiveness of any Registration Statement or the initiation of any proceedings for that purpose; (iii) receipt of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Securities for sale in any jurisdiction or the initiation or notice of any proceeding for such purpose; (iv) the happening of any event that makes any statement made in such Registration Statement or related prospectus or any document incorporated or deemed to be incorporated therein by reference untrue in any material respect or that requires the making of any changes in the Registration Statement, related prospectus or documents so that, in the case of a Registration Statement, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and that in the case of the related prospectus, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and (v) the Company’s reasonable determination that a post-effective amendment or supplement to the Registration Statement would be appropriate, and the Company shall promptly make available to Investor any such supplement or amendment to the related prospectus. The Company shall not deliver to Investor any Put Notice during the continuation of any of the foregoing events in this Section 5.10.
5.11 TRANSFER AGENT. The Company shall deliver instructions to its transfer agent to issue Shares to the Investor that are issued to the Investor pursuant to the Equity Financing and transactions contemplated herein.
5.12 ACKNOWLEDGEMENT OF TERMS. The Company hereby represents and warrants to the Investor that: (i) it is voluntarily entering into this Agreement of its own free will, (ii) it is not entering this Agreement under economic duress, (iii) the terms of this Agreement are reasonable and fair to the Company, and (iv) the Company has had independent legal counsel of its own choosing review this Agreement, advise the Company with respect to this Agreement, and represent the Company in connection with this Agreement.
SECTION VI
CONDITIONS OF THE COMPANY’S OBLIGATION TO SELL
The obligation hereunder of the Company to issue and sell the Securities to the Investor is further subject to the satisfaction, at or before each Closing Date, of each of the following conditions set forth below. These conditions are for the Company’s sole benefit and may be waived by the Company at any time in its sole discretion.
6.1 The Investor shall have executed this Agreement and the Registration Rights Agreement and delivered the same to the Company.
6.2 The Investor shall have delivered to the Company the Purchase Price for the Securities being purchased by the Investor.
6.3 No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction which prohibits the consummation of any of the transactions contemplated by this Agreement.
SECTION VII
FURTHER CONDITIONS OF THE INVESTOR’S OBLIGATION TO PURCHASE
The obligation of the Investor hereunder to purchase Securities is subject to the satisfaction, on or before each Closing Date, of each of the following conditions set forth below.
7.1 The Company shall have executed the Registered Offering Transaction Documents and delivered the same to the Investor.
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7.2 The representations and warranties of the Company shall be true and correct as of the date when made and as of the applicable Closing Date as though made at that time and the Company shall have performed, satisfied and complied with the covenants, agreements and conditions required by the Registered Offering Transaction Documents to be performed, satisfied or complied with by the Company on or before such Closing Date. The Investor may request an update as of such Closing Date regarding the representation contained in Section 4.3.
7.3 The Company shall have executed and delivered to the Investor via DWAC the Securities (in such denominations as the Investor shall request) being purchased by the Investor at such Closing.
7.4 The Board of Directors of the Company shall have adopted resolutions consistent with Section 4.2(ii) (the “Resolutions”) and such Resolutions shall not have been amended or rescinded prior to such Closing Date.
7.5 No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction which prohibits the consummation of any of the transactions contemplated by this Agreement.
7.6 Within thirty (30) calendar days after the Agreement is executed, the Company agrees to use its best efforts to file with the SEC the Registration Statement covering the shares of stock underlying the Equity Financing contemplated herein. Such Registration Statement shall conform to the requirements of the rules and regulations of the SEC and be subject to the reasonable approval of the Investor. The Company will take any and all steps necessary to have its Registration Statement declared effective by the SEC within 30 calendar days but no more than ninety (90) calendar days after the Company has filed its Registration Statement. The Registration Statement shall be effective on each Closing Date and no stop order suspending the effectiveness of the Registration statement shall be in effect or to the Company’s knowledge shall be pending or threatened. Furthermore, on each Closing Date (I) neither the Company nor the Investor shall have received notice that the SEC has issued or intends to issue a stop order with respect to such Registration Statement or that the SEC otherwise has suspended or withdrawn the effectiveness of such Registration Statement, either temporarily or permanently, or intends or has threatened to do so (unless the SEC’s concerns have been addressed), and (II) no other suspension of the use or withdrawal of the effectiveness of such Registration Statement or related prospectus shall exist.
7.7 At the time of each Closing, the Registration Statement (including information or documents incorporated by reference therein) and any amendments or supplements thereto shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading or which would require public disclosure or an update supplement to the prospectus.
7.8 If applicable, the shareholders of the Company shall have approved the issuance of any Shares in excess of the Maximum Common Stock Issuance in accordance with Section 2.5 or the Company shall have obtained appropriate approval pursuant to the requirements of applicable state and federal laws and the Company’s Articles of Incorporation and By-laws.
7.9 The conditions to such Closing set forth in Section 2.3 shall have been satisfied on or before such Closing Date.
7.10 The Company shall have certified to the Investor the number of Shares of Common Stock outstanding when a Put Notice is given to the Investor. The Company’s delivery of a Put Notice to the Investor constitutes the Company’s certification of the existence of the necessary number of shares of Common Stock reserved for issuance.
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SECTION VIII
TERMINATION
This Agreement shall terminate upon any of the following events:
8.1 when the Investor has purchased an aggregate of Ten Million Dollars ($10,000,000) in the Common Stock of the Company pursuant to this Agreement; or
8.2 twenty-four (24) months from the date of this Agreement's execution have elapsed.
Any and all shares, or penalties, if any, due under this Agreement shall be immediately payable and due upon termination of this Agreement.
SECTION IX
SUSPENSION
This Agreement shall be suspended upon any of the following events, and shall remain suspended until such event is rectified:
| i. | The trading of the Common Stock is suspended by the SEC, the Principal Market or FINRA for a period of two (2) consecutive Trading Days during the Open Period; |
| ii. | The Common Stock ceases to be quoted, listed or traded on the Principal Market or the Registration Statement is no longer effective (except as permitted hereunder); |
| iii. | The Company breaches representation, warranty, covenant or other such term; |
| iv. | The Company files, threatens or is compelled into Bankruptcy or insolvency; or |
| v. | The Common Stock is no longer DWAC eligible. |
| vi. | Immediately upon the occurrence of one of the above-described events, the Company shall send written notice of such event to the Investor. |
SECTION X
INDEMNIFICATION
In consideration of the parties mutual obligations set forth in the Transaction Documents, the Company ( the “Indemnitor”) shall defend, protect, indemnify and hold harmless the Investor and all of the investor’s shareholders, officers, directors, employees, counsel, and direct or indirect investors and any of the foregoing person’s agents or other representatives (including, without limitation, those retained in connection with the transactions contemplated by this Agreement) (collectively, the “Indemnitees”) from and against any and all actions, causes of action, suits, claims, losses, costs, penalties, fees, liabilities and damages, and reasonable expenses in connection therewith (irrespective of whether any such Indemnitee is a party to the action for which indemnification hereunder is sought), and including reasonable attorneys’ fees and disbursements (the “Indemnified Liabilities”), incurred by any Indemnitee as a result of, or arising out of, or relating to (I) any misrepresentation or breach of any representation or warranty made by the Indemnitor or any other certificate, instrument or document contemplated hereby or thereby; (II) any breach of any covenant, agreement or obligation of the Indemnitor contained in the Registered Offering Transaction Documents or any other certificate, instrument or document contemplated hereby or thereby; or (III) any cause of action, suit or claim brought or made against such Indemnitee by a third party and arising out of or resulting from the execution, delivery, performance or enforcement of the Registered Offering Transaction Documents or any other certificate, instrument or document contemplated hereby or thereby, except insofar as any such misrepresentation, breach or any untrue statement, alleged untrue statement, omission or alleged omission is made in reliance upon and in conformity with information furnished to Indemnitor which is specifically intended for use in the preparation of any such Registration Statement, preliminary prospectus, prospectus or amendments to the prospectus. To the extent that the foregoing undertaking by the Indemnitor may be unenforceable for any reason, the Indemnitor shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable law. The indemnity provisions contained herein shall be in addition to any cause of action or similar rights Indemnitor may have, and any liabilities the Indemnitor or the Indemnitees may be subject to.
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SECTION XI
GOVERNING LAW: DISPUTES SUBMITTED TO ARBITRATION.
11.1 Law Governing this Agreement. This Agreement shall be governed by and construed in accordance with the laws of the State of Nevada without regard to principles of conflicts of laws. Any action brought by either party against the other concerning the transactions contemplated by this Agreement shall be brought only in the state or federal courts located in New York City, New York State. The parties to this Agreement hereby irrevocably waive any objection to jurisdiction and venue of any action instituted hereunder and shall not assert any defense based on lack of jurisdiction or venue or based upon forum non conveniens. The parties executing this Agreement and other agreements referred to herein or delivered in connection herewith on behalf of the Company agree to submit to the in personam jurisdiction of such courts and hereby irrevocably waive trial by jury. The prevailing party shall be entitled to recover from the other party its reasonable attorney’s fees and costs. In the event that any provision of this Agreement or any other agreement delivered in connection herewith is invalid or unenforceable under any applicable statute or rule of law, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform with such statute or rule of law. Any such provision which may prove invalid or unenforceable under any law shall not affect the validity or enforceability of any other provision of any agreement. Each party hereby irrevocably waives personal service of process and consents to process being served in any suit, action or proceeding in connection with this Agreement or any other Transaction Documents by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law.
11.2 LEGAL FEES; AND MISCELLANEOUS FEES. Except as otherwise set forth in the Registered Offering Transaction Documents (including but not limited to Section V of the Registration Rights Agreement), each party shall pay the fees and expenses of its advisers, counsel, the accountants and other experts, if any, and all other expenses incurred by such party incident to the negotiation, preparation, execution, delivery and performance of this Agreement. Any attorneys’ fees and expenses incurred by either the Company or the Investor in connection with the preparation, negotiation, execution and delivery of any amendments to this Agreement or relating to the enforcement of the rights of any party, after the occurrence of any breach of the terms of this Agreement by another party or any default by another party in respect of the transactions contemplated hereunder, shall be paid on demand by the party which breached the Agreement and/or defaulted, as the case may be. The Company shall pay all stamp and other taxes and duties levied in connection with the issuance of any Securities.
11.3 COUNTERPARTS. This Agreement may be executed in any number of counterparts and by the different signatories hereto on separate counterparts, each of which, when so executed, shall be deemed an original, but all such counterparts shall constitute but one and the same instrument. This Agreement may be executed by facsimile transmission, PDF, electronic signature or other similar electronic means with the same force and effect as if such signature page were an original thereof.
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11.4 HEADINGS; SINGULAR/PLURAL. The headings of this Agreement are for convenience of reference and shall not form part of, or affect the interpretation of, this Agreement. Whenever required by the context of this Agreement, the singular shall include the plural and masculine shall include the feminine.
11.5 SEVERABILITY. If any provision of this Agreement shall be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability shall not affect the validity or enforceability of the remainder of this Agreement in that jurisdiction or the validity or enforceability of any provision of this Agreement in any other jurisdiction.
11.6 ENTIRE AGREEMENT; AMENDMENTS. This Agreement is the FINAL AGREEMENT between the Company and the Investor with respect to the terms and conditions set forth herein, and, the terms of this Agreement may not be contradicted by evidence of prior, contemporaneous, or subsequent oral agreements of the Parties. No provision of this Agreement may be amended other than by an instrument in writing signed by the Company and the Investor, and no provision hereof may be waived other than by an instrument in writing signed by the party against whom enforcement is sought. The execution and delivery of the Registered Offering Transaction Documents shall not alter the force and effect of any other agreements between the Parties, and the obligations under those agreements.
11.7 NOTICES. Any notices or other communications required or permitted to be given under the terms of this Agreement must be in writing and will be deemed to have been delivered (I) upon receipt, when delivered personally; (II) upon receipt, when sent by email; or (III) one (1) day after deposit with a nationally recognized overnight delivery service, in each case properly addressed to the party to receive the same. The addresses for such communications shall be:
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If to the Company:
With an electronic copy to (which electronic copy shall not constitute notice):
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HNO International, Inc. 41558 Eastman Drive, Suite B Murrieta, CA 92562
Brian Higley, Esq. Business Legal Advisors, LLC brian@businesslegaladvisor.com | |
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If to the Investor:
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GHS Investments, LLC 420 Jericho Turnpike, |
Each party shall provide five (5) days prior written
notice to the other party of any change in address.
11.8 NO ASSIGNMENT. This Agreement may not be assigned.
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11.9 NO THIRD PARTY BENEFICIARIES. This Agreement is intended for the benefit of the parties hereto and is not for the benefit of, nor may any provision hereof be enforced by, any other person, except that the Company acknowledges that the rights of the Investor may be enforced by its general partner.
11.10 SURVIVAL. The representations and warranties of the Company and the Investor contained in Sections 3 and 4, the agreements and covenants set forth in Sections 5 and 6, and the indemnification provisions set forth in Section 10, shall survive each of the Closings and the termination of this Agreement.
11.11 PUBLICITY. The Investor acknowledges that this Agreement and all or part of the Registered Offering Transaction Documents may be deemed to be “material contracts” as that term is defined by Item 601(b)(10) of Regulation S-K, and that the Company may therefore be required to file such documents as exhibits to reports or registration statements filed under the 1933 Act or the 1934 Act. The Investor further agrees that the status of such documents and materials as material contracts shall be determined solely by the Company, in consultation with its counsel.
11.12 FURTHER ASSURANCES. Each party shall do and perform, or cause to be done and performed, all such further acts and things, and shall execute and deliver all such other agreements, certificates, instruments and documents, as the other party may reasonably request in order to carry out the intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated hereby.
11.13 PLACEMENT AGENT. If so required, the Company agrees to pay a registered broker dealer, to act as placement agent. The Investor shall have no obligation with respect to any fees or with respect to any claims made by or on behalf of other persons or entities for fees of a type contemplated in this Section that may be due in connection with the transactions contemplated by the Registered Offering Transaction Documents. The Company shall indemnify and hold harmless the Investor, their employees, officers, directors, agents, and partners, and their respective affiliates, from and against all claims, losses, damages, costs (including the costs of preparation and attorney’s fees) and expenses incurred in respect of any such claimed or existing fees, as such fees and expenses are incurred.
11.14 NO STRICT CONSTRUCTION. The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and no rules of strict construction will be applied against any party, as the parties mutually agree that each has had a full and fair opportunity to review this Agreement and seek the advice of counsel on it.
11.15 REMEDIES. The Investor shall have all rights and remedies set forth in this Agreement and the Registration Rights Agreement and all rights and remedies which such holders have been granted at any time under any other agreement or contract and all of the rights which the Investor has by law. Any person having any rights under any provision of this Agreement shall be entitled to enforce such rights specifically (without posting a bond or other security), to recover damages by reason of any default or breach of any provision of this Agreement, including the recovery of reasonable attorneys fees and costs, and to exercise all other rights granted by law.
11.16 PAYMENT SET ASIDE. To the extent that the Company makes a payment or payments to the Investor hereunder or under the Registration Rights Agreement or the Investor enforces or exercises its rights hereunder or thereunder, and such payment or payments or the proceeds of such enforcement or exercise or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside, recovered from, disgorged by or are required to be refunded, repaid or otherwise restored to the Company, a trustee, receiver or any other person under any law (including, without limitation, any bankruptcy law, state or federal law, common law or equitable cause of action), then to the extent of any such restoration the obligation or part thereof originally intended to be satisfied shall be revived and continued in full force and effect as if such payment had not been made or such enforcement or setoff had not occurred.
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11.17 PRICING OF COMMON STOCK. For purposes of this Agreement, the price of the Common Stock shall be as reported by Quotestream Media.
SECTION XII
NON-DISCLOSURE OF NON-PUBLIC INFORMATION
The Company shall not disclose non-public information to the Investor, its advisors, or its representatives.
Nothing herein shall require the Company to disclose non-public information to the Investor or its advisors or representatives, and the Company represents that it does not disseminate non-public information to any investors who purchase stock in the Company in a public offering, to money managers or to securities analysts, provided, however, that notwithstanding anything herein to the contrary, the Company will, as hereinabove provided, immediately notify the advisors and representatives of the Investor and, if any, underwriters, of any event or the existence of any circumstance (without any obligation to disclose the specific event or circumstance) of which it becomes aware, constituting non-public information (whether or not requested of the Company specifically or generally during the course of due diligence by such persons or entities), which, if not disclosed in the prospectus included in the Registration Statement would cause such prospectus to include a material misstatement or to omit a material fact required to be stated therein in order to make the statements, therein, in light of the circumstances in which they were made, not misleading. Nothing contained in this Section 12 shall be construed to mean that such persons or entities other than the Investor (without the written consent of the Investor prior to disclosure of such information) may not obtain non-public information in the course of conducting due diligence in accordance with the terms of this Agreement and nothing herein shall prevent any such persons or entities from notifying the Company of their opinion that based on such due diligence by such persons or entities, that the Registration Statement contains an untrue statement of material fact or omits a material fact required to be stated in the Registration Statement or necessary to make the statements contained therein, in light of the circumstances in which they were made, not misleading.
SECTION XIII
ACKNOWLEDGEMENTS OF THE PARTIES
Notwithstanding anything in this Agreement to the contrary, the parties hereto hereby acknowledge and agree to the following: (i) the Investor makes no representations or covenants that it will not engage in trading in the securities of the Company, other than as provided in Section 3.12 of this Agreement; (ii) the Company shall, by 8:30 a.m. EST on the fourth Trading Day following the date hereof, file a current report on Form 8-K disclosing the material terms of the transactions contemplated hereby and in the other Registered Offering Transaction Documents; (iii) the Company has not and shall not provide material non-public information to the Investor unless prior thereto the Investor shall have executed a written agreement regarding the confidentiality and use of such information; and (iv) the Company understands and confirms that the Investor will be relying on the acknowledgements set forth in clauses (i) through (iii) above if the Investor effects any transactions in the securities of the Company.
[Signature page follows]
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Your signature on this Signature Page evidences your agreement to be bound by the terms and conditions of the Investment Agreement as of the date first written above. The undersigned signatory hereby certifies that he has read and understands the Investment Agreement, and the representations made by the undersigned in this Investment Agreement are true and accurate, and agrees to be bound by its terms.
GHS INVESTMENTS, LLC
By: /s/ Mark Grober
Name: Mark Grober
Title: Member
HNO INTERNATIONAL INC.
By: /s/ Paul Mueller
Name: Paul Mueller
Title: President
[SIGNATURE PAGE OF EQUITY FINANCING AGREEMENT]
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LIST OF EXHIBITS
EXHIBIT A Registration Rights Agreement
EXHIBIT B Notice of Effectiveness
EXHIBIT C Put Notice
EXHIBIT D Put Settlement Sheet
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EXHIBIT A
REGISTRATION RIGHTS AGREEMENT
See attached.
| Exhibit B |
EXHIBIT B
FORM OF NOTICE OF EFFECTIVENESS
OF REGISTRATION STATEMENT
Date: __________
[TRANSFER AGENT]
Re: HNO International Inc.
Ladies and Gentlemen:
We are counsel to HNO International Inc., a Nevada corporation (the “Company”), and have represented the Company in connection with that certain Equity Financing Agreement (the “Investment Agreement”) entered into by and among the Company and GHS Investments, LLC(the “Investor”) pursuant to which the Company has agreed to issue to the Investor shares of the Company’s common stock, $0.001 par value per share (the “Common Stock”) on the terms and conditions set forth in the Investment Agreement. Pursuant to the Investment Agreement, the Company also has entered into a Registration Rights Agreement with the Investor (the “Registration Rights Agreement”) pursuant to which the Company agreed, among other things, to register the Registrable Securities (as defined in the Registration Rights Agreement), including the shares of Common Stock issued or issuable under the Investment Agreement under the Securities Act of 1933, as amended (the “1933 Act”). In connection with the Company’s obligations under the Registration Rights Agreement, on ____________ ___, 20__, the Company filed a Registration Statement on Form S-1 (File No. __-________) (the “Registration Statement”) with the Securities and Exchange Commission (the “SEC”) relating to the Registrable Securities which names the Investor as a selling shareholder thereunder.
In connection with the foregoing, we advise you that a member of the SEC's staff has advised us by telephone that the SEC has entered an order declaring the Registration Statement effective under the 1933 Act at ______ on __________, 20__ and we have no knowledge, after telephonic inquiry of a member of the SEC's staff, that any stop order suspending its effectiveness has been issued or that any proceedings for that purpose are pending before, or threatened by, the SEC and the Registrable Securities are available for sale under the 1933 Act pursuant to the Registration Statement
Very truly yours,
[Company Counsel]
| Exhibit B |
EXHIBIT C
FORM OF PUT NOTICE
Date:
RE: Put Notice Number __
Dear Mr./Ms.__________,
This is to inform you that as of today, HNO International Inc., a Nevada corporation (the “Company”), hereby elects to exercise its right pursuant to the Equity Financing Agreement to require GHS Investments LLC to purchase shares of its common stock. The Company hereby certifies that:
The amount of this put is $__________.
The Pricing Period runs from _______________ until _______________.
The Purchase Price is: $_______________
The number of Put Shares due:___________________.
The current number of shares of common stock issued and outstanding is: _________________.
The number of shares currently available for issuance on the S-1 is: ________________________.
Regards,
HNO International Inc.
By: __________________________________
Name:
Title:
| Exhibit C |
EXHIBIT D
PUT SETTLEMENT SHEET
Date: ________________
Dear Mr. ________,
Pursuant to the Put given by HNO International Inc., to GHS Investments LLC (“GHS”) on _________________ 202_, we are now submitting the amount of common shares for you to issue to GHS.
Please have a certificate bearing no restrictive legend totaling __________ shares issued to GHS immediately and send via DWAC to the following account:
[INSERT]
If not DWAC eligible, please send FedEx Priority Overnight to:
[INSERT ADDRESS]
Once these shares are received by us, we will have the funds wired to the Company.
Regards,
GHS INVESTMENTS LLC
By: _________________________________
Name:
Title
| Exhibit D |
REGISTRATION RIGHTS AGREEMENT
This Registration Rights AGREEMENT (the “Agreement”), dated as of October 9, 2023 (the “Execution Date”), is entered into by and between HNO International, Inc., a Nevada corporation with its principal executive office at 41558 Eastman Drive, Suite B, Murrieta, CA 92562 (the “Company”), and GHS Investments LLC, a Nevada limited liability company, with offices at 420 Jericho Turnpike, Suite 102 Jericho, NY 11753 (the “Investor”).
RECITALS:
Whereas, pursuant to the Equity Financing Agreement entered into by and between the Company and the Investor of even date (the “Equity Financing Agreement”), the Company has agreed to issue and sell to the Investor an indeterminate number of shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”), up to an aggregate purchase price of Ten Million Dollars ($10,000,000);
Whereas, as an inducement to the Investor to
execute and deliver the Equity Financing Agreement, the Company has agreed to provide certain registration rights under the Securities
Act of 1933, as amended, and the rules and regulations thereunder, or any similar successor statute (collectively, the “1933
Act”), and applicable state securities laws, with respect to the shares of Common Stock issuable pursuant to the Equity Financing
Agreement.
Now therefore, in consideration of the foregoing
promises and the mutual covenants contained hereinafter and other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the Company and the Investor hereby agree as follows:
SECTION I
DEFINITIONS
As used in this Agreement, the following terms shall have the following meanings:
“Execution Date” shall have the meaning set forth in the preambles.
“Investor” shall have the meaning set forth in the preambles.
“Person” means a corporation, a limited liability company, an association, a partnership, an organization, a business, an individual, a governmental or political subdivision thereof or a governmental agency.
“Register,” “Registered,” and “Registration” refer to the Registration effected by preparing and filing one (1) or more Registration Statements in compliance with the 1933 Act and pursuant to Rule 415 under the 1933 Act or any successor rule providing for offering securities on a continuous basis (“Rule 415”), and the declaration or ordering of effectiveness of such Registration Statement(s) by the United States Securities and Exchange Commission (the “SEC”).
“Registrable Securities” means (i) the shares of Common Stock issued or issuable pursuant to the Equity Financing Agreement, (ii) any shares of capital stock issued or issuable with respect to such shares of Common Stock, if any, as a result of any stock split, stock dividend, recapitalization, exchange or similar event or otherwise, which have not been (x) included in the Registration Statement that has been declared effective by the SEC, or (y) sold under circumstances meeting all of the applicable conditions of Rule 144 (or any similar provision then in force) under the 1933 Act
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“Registration Statement” means the registration statement of the Company filed under the 1933 Act covering the Registrable Securities, and (iii) the shares of Common Stock issued or issuable Pursuant to the Equity Financing Agreement as of the date hereof.
“Registered Offering Transaction Documents” shall mean this Agreement and the Equity Financing Agreement between the Company and the Investor as of the date hereof.
All capitalized terms used in this Agreement and not otherwise defined herein shall have the same meaning ascribed to them as in the Equity Financing Agreement.
SECTION II
REGISTRATION
2.1 The Company shall, within thirty (30) calendar days upon the date of execution of this Agreement, use its best efforts to file with the SEC a Registration Statement or Registration Statements (as is necessary) on Form S-1 (or, if such form is unavailable for such a registration, on such other form as is available for such registration), covering the resale of all of the Registrable Securities, which Registration Statement(s) shall state that, in accordance with Rule 416 promulgated under the 1933 Act, such Registration Statement also covers such indeterminate number of additional shares of Common Stock as may become issuable upon stock splits, stock dividends or similar transactions. The Company shall initially register for resale all of the Registrable Securities which would be issuable on the date preceding the filing of the Registration Statement based on the closing bid price of the Company’s Common Stock on such date and the amount reasonably calculated that represents Common Stock issuable to other parties as set forth in the Equity Financing Agreement except to the extent that the SEC requires the share amount to be reduced as a condition of effectiveness.
2.2 The Company shall use all commercially reasonable efforts to have the Registration Statement(s) declared effective by the SEC within thirty (30) calendar days, but no more than ninety (90) calendar days after the Company has filed the Registration Statement.
2.3 The Company agrees not to include any other securities in the Registration Statement covering the Registrable Securities without Investor’s prior written consent which Investor may withhold in its sole discretion. Furthermore, the Company agrees that it will not file any other Registration Statement for other securities, until thirty (30) calendar days after the Registration Statement for the Registrable Securities is declared effective by the SEC.
2.4 Notwithstanding the registration obligations set forth in Section 2.1, if the staff of the SEC (the “Staff”) or the SEC informs the Company that all of the unregistered Registrable Securities cannot, as a result of the application of Rule 415, be registered for resale as a secondary offering on a single Registration Statement, the Company agrees to promptly (i) inform the Investor and use its commercially reasonable efforts to file amendments to the Registration Statement as required by the SEC and/or (ii) withdraw the Registration Statement and file a new registration statement (the “New Registration Statement”), in either case covering the maximum number of Registrable Securities permitted to be registered by the SEC, on Form S-1 to register for resale the Registrable Securities as a secondary offering. If the Company amends the Registration Statement or files a New Registration Statement, as the case may be, under clauses (i) or (ii) above, the Company will use its commercially reasonable efforts to file with the SEC, as promptly as allowed by the Staff or SEC, one or more registration statements on Form S-1 to register for resale those Registrable Securities that were not registered for resale on the Registration Statement, as amended, or the New Registration Statement (each, an “Additional Registration Statement”).
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SECTION III
RELATED OBLIGATIONS
At such time as the Company is obligated to prepare and file the Registration Statement with the SEC pursuant to Section 2.1, the Company will affect the registration of the Registrable Securities in accordance with the intended method of disposition thereof and, with respect thereto, the Company shall have the following obligations:
3.1 The Company shall use all commercially reasonable efforts to cause such Registration Statement relating to the Registrable Securities to become effective and shall keep such Registration Statement effective until the earlier to occur of the date on which (A) the Investor shall have sold all the Registrable Securities; or (B) the Investor has no right to acquire any additional shares of Common Stock under the Equity Financing Agreement (the “Registration Period”). The Registration Statement (including any amendments or supplements thereto and prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading. The Company shall use all commercially reasonable efforts to respond to all SEC comments within ten (10) business days from receipt of such comments by the Company. The Company shall use all commercially reasonable efforts to cause the Registration Statement relating to the Registrable Securities to become effective no later than three (3) business days after notice from the SEC that the Registration Statement may be declared effective. The Investor agrees to provide all information which is required by law to provide to the Company, including the intended method of disposition of the Registrable Securities, and the Company’s obligations set forth above shall be conditioned on the receipt of such information.
3.2 The Company shall prepare and file with the SEC such amendments (including post-effective amendments) and supplements to the Registration Statement and the prospectus used in connection with such Registration Statement, which prospectus is to be filed pursuant to Rule 424 promulgated under the 1933 Act, as may be necessary to keep such Registration Statement effective during the Registration Period, and, during such period, comply with the provisions of the 1933 Act with respect to the disposition of all Registrable Securities of the Company covered by such Registration Statement until such time as all of such Registrable Securities shall have been disposed of in accordance with the intended methods of disposition by the Investor thereof as set forth in such Registration Statement. In the event the number of shares of Common Stock covered by the Registration Statement filed pursuant to this Agreement is at any time insufficient to cover all of the Registrable Securities, the Company shall amend such Registration Statement, or file a new Registration Statement (on the short form available therefor, if applicable), or both, so as to cover all of the Registrable Securities, in each case, as soon as practicable, but in any event within thirty (30) calendar days after the necessity therefor arises (based on the then Purchase Price of the Common Stock and other relevant factors on which the Company reasonably elects to rely), assuming the Company has sufficient authorized shares at that time, and if it does not, within thirty (30) calendar days after such shares are authorized. The Company shall use commercially reasonable efforts to cause such amendment and/or new Registration Statement to become effective as soon as practicable following the filing thereof.
3.3 The Company shall make available to the Investor and its legal counsel without charge (i) promptly after the same is prepared and filed with the SEC at least one (1) copy of such Registration Statement and any amendment(s) thereto, including financial statements and schedules, all documents incorporated therein by reference and all exhibits, the prospectus included in such Registration Statement (including each preliminary prospectus) and, with regards to such Registration Statement(s), any correspondence by or on behalf of the Company to the SEC or the staff of the SEC and any correspondence from the SEC or the staff of the SEC to the Company or its representatives; (ii) upon the effectiveness of any Registration Statement, the Company shall make available copies of the prospectus, via EDGAR, included in such Registration Statement and all amendments and supplements thereto; and (iii) such other documents, including copies of any preliminary or final prospectus, as the Investor may reasonably request from time to time to facilitate the disposition of the Registrable Securities.
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3.4 The Company shall use commercially reasonable efforts to (i) register and qualify the Registrable Securities covered by the Registration Statement under such other securities or “blue sky” laws of such states in the United States as the Investor reasonably requests; (ii) prepare and file in those jurisdictions, such amendments (including post-effective amendments) and supplements to such registrations and qualifications as may be necessary to maintain the effectiveness thereof during the Registration Period; (iii) take such other actions as may be necessary to maintain such registrations and qualifications in effect at all times during the Registration Period, and (iv) take all other actions reasonably necessary or advisable to qualify the Registrable Securities for sale in such jurisdictions; provided, however, that the Company shall not be required in connection therewith or as a condition thereto to (x) qualify to do business in any jurisdiction where it would not otherwise be required to qualify but for this Section 3.4, or (y) subject itself to general taxation in any such jurisdiction. The Company shall promptly notify the Investor of the receipt by the Company of any notification with respect to the suspension of the registration or qualification of any of the Registrable Securities for sale under the securities or “blue sky” laws of any jurisdiction in the United States or its receipt of actual notice of the initiation or threatening of any proceeding for such purpose.
3.5 As promptly as practicable after becoming aware of such event, the Company shall notify Investor in writing of the happening of any event as a result of which the prospectus included in the Registration Statement, as then in effect, includes an untrue statement of a material fact or omission to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading (“Registration Default”) and use all diligent efforts to promptly prepare a supplement or amendment to such Registration Statement and take any other necessary steps to cure the Registration Default (which, if such Registration Statement is on Form S-3, may consist of a document to be filed by the Company with the SEC pursuant to Section 13(a), 13(c), 14 or 15(d) of the 1934 Act (as defined below) and to be incorporated by reference in the prospectus) to correct such untrue statement or omission, and make available copies of such supplement or amendment to the Investor. The Company shall also promptly notify the Investor (i) when a prospectus or any prospectus supplement or post-effective amendment has been filed, and when the Registration Statement or any post-effective amendment has become effective (the Company will prepare notification of such effectiveness which shall be delivered to the Investor on the same day of such effectiveness and by overnight mail), additionally, the Company will promptly provide to the Investor, a copy of the effectiveness order prepared by the SEC once it is received by the Company; (ii) of any request by the SEC for amendments or supplements to the Registration Statement or related prospectus or related information, (iii) of the Company’s reasonable determination that a post-effective amendment to the Registration Statement would be appropriate, (iv) in the event the Registration Statement is no longer effective, or (v) if the Registration Statement is stale as a result of the Company’s failure to timely file its financials or otherwise
3.6 The Company shall use all commercially reasonable efforts to prevent the issuance of any stop order or other suspension of effectiveness of the Registration Statement, or the suspension of the qualification of any of the Registrable Securities for sale in any jurisdiction and, if such an order or suspension is issued, to obtain the withdrawal of such order or suspension at the earliest possible moment and to notify the Investor holding Registrable Securities being sold of the issuance of such order and the resolution thereof or its receipt of actual notice of the initiation or threat of any proceeding concerning the effectiveness of the registration statement.
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3.7 The Company shall permit the Investor and legal counsel, designated by the Investor, to review and comment upon the Registration Statement and all amendments and supplements thereto at least one (1) calendar day prior to their filing with the SEC. However, any postponement of a filing of a Registration Statement or any postponement of a request for acceleration or any postponement of the effective date or effectiveness of a Registration Statement by written request of the Investor (collectively, the “Investor’s Delay”) shall not act to trigger any penalty of any kind, or any cash amount due or any in-kind amount due the Investor from the Company under any and all agreements of any nature or kind between the Company and the Investor. The event(s) of an Investor’s Delay shall act to suspend all obligations of any kind or nature of the Company under any and all agreements of any nature or kind between the Company and the Investor.
3.8 At the request of the Investor, the Company’s counsel shall furnish to the Investor, within two (2) business days, an opinion letter confirming the effectiveness of the registration statement. Such opinion letter shall be issued as of the date of the effectiveness of the registration statement, in a form suitable to the Investor.
3.9 The Company shall hold in confidence and not make any disclosure of information concerning the Investor unless (i) disclosure of such information is necessary to comply with federal or state securities laws, (ii) the disclosure of such information is necessary to avoid or correct a misstatement or omission in any Registration Statement, or (iii) the release of such information is ordered pursuant to a subpoena or other final, non-appealable order from a court or governmental body of competent jurisdiction. The Company agrees that it shall, upon learning that disclosure of such information concerning the Investor is sought in or by a court or governmental body of competent jurisdiction or through other means, give prompt written notice to the Investor and allow the Investor, at the Investor’s expense, to undertake appropriate action to prevent disclosure of, or to obtain a protective order covering such information.
3.10 The Company shall use all commercially reasonable efforts to maintain designation and quotation of all the Registrable Securities covered by any Registration Statement on the Principal Market. If, despite the Company’s commercially reasonable efforts, the Company is unsuccessful in satisfying the preceding sentence, it shall use commercially reasonable efforts to cause all the Registrable Securities covered by any Registration Statement to be listed on each other national securities exchange and automated quotation system, if any, on which securities of the same class or series issued by the Company are then listed, if any, if the listing of such Registrable Securities is then permitted under the rules of such exchange or system. The Company shall pay all fees and expenses in connection with satisfying its obligation under this Section 3.10.
3.11 The Company shall cooperate with the Investor to facilitate the prompt preparation and delivery of the Registrable Securities to be offered pursuant to the Registration Statement and enable such Registrable Securities to be in such denominations or amounts, as the case may be, as the Investor may reasonably request.
3.12 The Company shall provide a transfer agent for all the Registrable Securities not later than the effective date of the first Registration Statement filed pursuant hereto.
3.13 If requested by the Investor, the Company shall (i) as soon as reasonably practical incorporate in a prospectus supplement or post-effective amendment such information as the Investor reasonably determines should be included therein relating to the sale and distribution of Registrable Securities, including, without limitation, information with respect to the offering of the Registrable Securities to be sold in such offering; (ii) make all required filings of such prospectus supplement or post-effective amendment as soon as reasonably possible after being notified of the matters to be incorporated in such prospectus supplement or post-effective amendment; and (iii) supplement or make amendments to any Registration Statement if reasonably requested by the Investor.
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3.14 The Company shall use all commercially reasonable efforts to cause the Registrable Securities covered by the applicable Registration Statement to be registered with or approved by such other governmental agencies or authorities as may be necessary to facilitate the disposition of such Registrable Securities.
3.15 The Company shall otherwise use all commercially reasonable efforts to comply with all applicable rules and regulations of the SEC in connection with any registration hereunder.
3.16 Within three (3) business day after the Registration Statement is declared effective by the SEC, the Company shall deliver to the transfer agent for such Registrable Securities, with copies to the Investor, confirmation that such Registration Statement has been declared effective by the SEC.
3.17 The Company shall take all other reasonable actions necessary to expedite and facilitate disposition by the Investor of Registrable Securities pursuant to the Registration Statement.
SECTION IV
OBLIGATIONS OF THE INVESTOR
4.1 At least five (5) calendar days prior to the first anticipated filing date of the Registration Statement, the Company shall notify the Investor in writing of the information the Company requires from the Investor for the Registration Statement. It shall be a condition precedent to the obligations of the Company to complete the registration pursuant to this Agreement with respect to the Registrable Securities and the Investor agrees to furnish to the Company that information regarding itself, the Registrable Securities and the intended method of disposition of the Registrable Securities as shall reasonably be required to effect the registration of such Registrable Securities and the Investor shall execute such documents in connection with such registration as the Company may reasonably request. The Investor covenants and agrees that, in connection with any sale of Registrable Securities by it pursuant to the Registration Statement, it shall comply with the “Plan of Distribution” section of the then current prospectus relating to such Registration Statement.
4.2 The Investor, by its acceptance of the Registrable Securities, agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of any Registration Statement hereunder, unless the Investor has notified the Company in writing of an election to exclude all of the Investor’s Registrable Securities from such Registration Statement.
4.3 The Investor agrees that, upon receipt of written notice from the Company of the happening of any event of the kind described in Section 3.6 or the first sentence of 3.5, the Investor will immediately discontinue disposition of Registrable Securities pursuant to any Registration Statement(s) covering such Registrable Securities until the Investor’s receipt of the copies of the supplemented or amended prospectus contemplated by Section 3.6 or the first sentence of 3.5.
SECTION V
EXPENSES OF REGISTRATION
All legal expenses, other than underwriting discounts and commissions and other than as set forth in the Equity Financing Agreement, incurred in connection with registrations including comments, filings or qualifications pursuant to Sections 2 and 3, including, without limitation, all registration, listing and qualifications fees, and printing fees shall be paid by the Company.
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SECTION VI
INDEMNIFICATION
In the event any Registrable Securities are included in the Registration Statement under this Agreement:
6.1 To the fullest extent permitted by law, the Company, under this Agreement, will, and hereby does, indemnify, hold harmless and defend the Investor who holds Registrable Securities, the directors, officers, partners, employees, counsel, agents, representatives of, and each Person, if any, who controls, any Investor within the meaning of the 1933 Act or the Securities Exchange Act of 1934, as amended (the “1934 Act”) (each, an “Indemnified Person”), against any losses, claims, damages, liabilities, judgments, fines, penalties, charges, costs, attorneys’ fees, amounts paid in settlement or expenses, joint or several (collectively, “Claims”), incurred in investigating, preparing or defending any action, claim, suit, inquiry, proceeding, investigation or appeal taken from the foregoing by or before any court or governmental, administrative or other regulatory agency, body or the SEC, whether pending or threatened, whether or not an indemnified party is or may be a party thereto (“Indemnified Damages”), to which any of them may become subject insofar as such Claims (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon: (i) any untrue statement or alleged untrue statement of a material fact in the Registration Statement or any post-effective amendment thereto or in any filing made in connection with the qualification of the offering under the securities or other “blue sky” laws of any jurisdiction in which the Investor has requested in writing that the Company register or qualify the Shares (“Blue Sky Filing”), or the omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which the statements therein were made, not misleading, (ii) any untrue statement or alleged untrue statement of a material fact contained in the final prospectus (as amended or supplemented, if the Company files any amendment thereof or supplement thereto with the SEC) or the omission or alleged omission to state therein any material fact necessary to make the statements made therein, in light of the circumstances under which the statements therein were made, not misleading, or (iii) any violation or alleged violation by the Company of the 1933 Act, the 1934 Act, any other law, including, without limitation, any state securities law, or any rule or regulation thereunder relating to the offer or sale of the Registrable Securities pursuant to the Registration Statement (the matters in the foregoing clauses (i) through (iii) being, collectively, “Violations”). Subject to the restrictions set forth in Section 6.3 the Company shall reimburse the Investor and each such controlling person, promptly as such expenses are incurred and are due and payable, for any reasonable legal fees or other reasonable expenses incurred by them in connection with investigating or defending any such Claim. Notwithstanding anything to the contrary contained herein, the indemnification agreement contained in this Section 6.1: (i) shall not apply to a Claim arising out of or based upon a Violation which is due to the inclusion in the Registration Statement of the information furnished to the Company by any Indemnified Person expressly for use in connection with the preparation of the Registration Statement or any such amendment thereof or supplement thereto; (ii) shall not be available to the extent such Claim is based on (a) a failure of the Investor to deliver or to cause to be delivered the prospectus made available by the Company or (b) the Indemnified Person’s use of an incorrect prospectus despite being promptly advised in advance by the Company in writing not to use such incorrect prospectus; (iii) any omission of the Investor to notify the Company of any material fact that should be stated in the Registration Statement or prospectus relating to the Investor or the manner of sale; and (iv) any amounts paid in settlement of any Claim if such settlement is effected without the prior written consent of the Company, which consent shall not be unreasonably withheld. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Indemnified Person and shall survive the resale of the Registrable Securities by the Investor pursuant to the Registration Statement.
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6.2 In connection with any Registration Statement in which Investor is participating, the Investor agrees to severally and jointly indemnify, hold harmless and defend, to the same extent and in the same manner as is set forth in Section 6.1, the Company, each of its directors, each of its officers who signs the Registration Statement, each Person, if any, who controls the Company within the meaning of the 1933 Act or the 1934 Act and the Company’s agents (collectively and together with an Indemnified Person, an “Indemnified Party”), against any Claim or Indemnified Damages to which any of them may become subject, under the 1933 Act, the 1934 Act or otherwise, insofar as such Claim or Indemnified Damages arise out of or are based upon any Violation, in each case to the extent, and only to the extent, that such Violation is due to the inclusion in the Registration Statement of the written information furnished to the Company by the Investor expressly for use in connection with such Registration Statement; and, subject to Section 6.3, the Investor will reimburse any legal or other expenses reasonably incurred by them in connection with investigating or defending any such Claim; provided, however, that the indemnity agreement contained in this Section 6.2 and the agreement with respect to contribution contained in Section 7 shall not apply to amounts paid in settlement of any Claim if such settlement is effected without the prior written consent of the Investor, which consent shall not be unreasonably withheld; provided, further, however, that the Investor shall only be liable under this Section 6.2 for that amount of a Claim or Indemnified Damages as does not exceed the net proceeds to such Investor as a result of the sale of Registrable Securities pursuant to such Registration Statement. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such Indemnified Party and shall survive the resale of the Registrable Securities by the Investor pursuant to the Registration Statement. Notwithstanding anything to the contrary contained herein, the indemnification agreement contained in this Section 6.2 with respect to any preliminary prospectus shall not inure to the benefit of any Indemnified Party if the untrue statement or omission of material fact contained in the preliminary prospectus were corrected on a timely basis in the prospectus, as then amended or supplemented. This indemnification provision shall apply separately to each Investor and liability hereunder shall not be joint and several.
6.3 Promptly after receipt by an Indemnified Person or Indemnified Party under this Section 6 of notice of the commencement of any action or proceeding (including any governmental action or proceeding) involving a Claim, such Indemnified Person or Indemnified Party shall, if a Claim in respect thereof is to be made against any indemnifying party under this Section 6, deliver to the indemnifying party a written notice of the commencement thereof, and the indemnifying party shall have the right to participate in, and, to the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume control of the defense thereof with counsel mutually satisfactory to the indemnifying party and the Indemnified Person or the Indemnified Party, as the case may be; provided, however, that an Indemnified Person or Indemnified Party shall have the right to retain its own counsel with the fees and expenses to be paid by the indemnifying party, if, in the reasonable opinion of counsel retained by the Indemnified Person or Indemnified Party, the representation by counsel of the Indemnified Person or Indemnified Party and the indemnifying party would be inappropriate due to actual or potential differing interests between such Indemnified Person or Indemnified Party and any other party represented by such counsel in such proceeding. The indemnifying party shall pay for only one (1) separate legal counsel for the Indemnified Persons or the Indemnified Parties, as applicable, and such counsel shall be selected by the Investor, if the Investor is entitled to indemnification hereunder, or the Company, if the Company is entitled to indemnification hereunder, as applicable. The Indemnified Party or Indemnified Person shall cooperate fully with the indemnifying party in connection with any negotiation or defense of any such action or Claim by the indemnifying party and shall furnish to the indemnifying party all information reasonably available to the Indemnified Party or Indemnified Person which relates to such action or Claim. The indemnifying party shall keep the Indemnified Party or Indemnified Person fully apprised at all times as to the status of the defense or any settlement negotiations with respect thereto. No indemnifying party shall be liable for any settlement of any action, claim or proceeding affected without its written consent, provided, however, that the indemnifying party shall not unreasonably withhold, delay or condition its consent. No indemnifying party shall, without the consent of the Indemnified Party or Indemnified Person, consent to entry of any judgment or enter into any settlement or other compromise which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party or Indemnified Person of a release from all liability in respect to such Claim. Following indemnification as provided for hereunder, the indemnifying party shall be subrogated to all rights of the Indemnified Party or Indemnified Person with respect to all third parties, firms or corporations relating to the matter for which indemnification has been made. The failure to deliver written notice to the indemnifying party within a reasonable time of the commencement of any such action shall not relieve such indemnifying party of any liability to the Indemnified Person or Indemnified Party under this Section 6, except to the extent that the indemnifying party is prejudiced in its ability to defend such action.
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6.4 The indemnity agreements contained herein shall be in addition to (I) any cause of action or similar right of the Indemnified Party or Indemnified Person against the indemnifying party or others, and (ii) any liabilities the indemnifying party may be subject to pursuant to the law.
SECTION VII
CONTRIBUTION
7.1 To the extent any indemnification by an indemnifying party is prohibited or limited by law, the indemnifying party agrees to make the maximum contribution with respect to any amounts for which it would otherwise be liable under Section 6 to the fullest extent permitted by law; provided, however, that: (i) no contribution shall be made under circumstances where the maker would not have been liable for indemnification under the fault standards set forth in Section 6; (ii) no seller of Registrable Securities guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the 1933 Act) shall be entitled to contribution from any seller of Registrable Securities who was not guilty of fraudulent misrepresentation; and (iii) contribution by any seller of Registrable Securities shall be limited in amount to the net amount of proceeds received by such seller from the sale of such Registrable Securities.
SECTION VIII
REPORTS UNDER THE 1934 ACT
8.1 With a view to making available to the Investor the benefits of Rule 144 promulgated under the 1933 Act or any other similar rule or regulation of the SEC that may at any time permit the Investor to sell securities of the Company to the public without registration (“Rule 144”), provided that the Investor holds any Registrable Securities are eligible for resale under Rule 144, the Company agrees to:
| a. | make and keep adequate current public information available, as those terms are understood and defined in Rule 144; |
| b. | file with the SEC in a timely manner all reports and other documents required of the Company under the 1933 Act and the 1934 Act so long as the Company remains subject to such requirements (it being understood that nothing herein shall limit the Company’s obligations under Section 5(c) of the Equity Financing Agreement) and the filing of such reports and other documents is required for the applicable provisions of Rule 144; and |
| c. | furnish to the Investor, promptly upon request, (I) a written statement by the Company that it has complied with the reporting requirements of Rule 144, the 1933 Act and the 1934 Act, (ii) a copy of the most recent annual or quarterly report of the Company and such other reports and documents so filed by the Company, and (iii) such other information as may be reasonably requested to permit the Investor to sell such securities pursuant to Rule 144 without registration. |
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SECTION X
MISCELLANEOUS
9.1 NOTICES. Any notices or other communications required or permitted to be given under the terms of this Agreement that must be in writing will be deemed to have been delivered (i) upon receipt, when delivered personally; (ii) upon receipt, when sent by email; or (iii) one (1) day after deposit with a nationally recognized overnight delivery service, in each case properly addressed to the party to receive the same. The addresses for such communications shall be:
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If to the Company:
With Electronic Copy to: (which electronic copy shall not constitute notice)
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HNO International, Inc., 41558 Eastman Drive, Suite B Murrieta, CA 92562
Brian Higley, Esq. Business Legal Advisors, LLC brian@businesslegaladvisor.com | |
| If to the Investor: |
GHS Investments, LLC 420 Jericho Turnpike, Suite 102 |
Each party shall provide five (5) business days prior notice to the other party of any change in address, phone number or facsimile number.
9.2 NO WAIVERS. Failure of any party to exercise any right or remedy under this Agreement or otherwise, or delay by a party in exercising such right or remedy, shall not operate as a waiver thereof.
9.3 NO ASSIGNMENTS. The rights and obligations under this Agreement shall not be assignable.
9.4 ENTIRE AGREEMENT/AMENDMENT. This Agreement and the Registered Offering Transaction Documents constitute the entire agreement among the parties hereto with respect to the subject matter hereof and thereof. There are no restrictions, promises, warranties or undertakings, other than those set forth or referred to herein and therein. This Agreement and the Registered Offering Transaction Documents supersede all prior agreements and understandings among the parties hereto with respect to the subject matter hereof and thereof. The provisions of this Agreement may be amended only with the written consent of the Company and Investor.
9.5 HEADINGS. The headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning hereof. Whenever required by the context of this Agreement, the singular shall include the plural and masculine shall include the feminine. This Agreement shall not be construed as if it had been prepared by one of the parties, but rather as if all the parties had prepared the same.
9.6 COUNTERPARTS. This Agreement may be executed in any number of counterparts and by the different signatories hereto on separate counterparts, each of which, when so executed, shall be deemed an original, but all such counterparts shall constitute but one and the same instrument. This Agreement may be executed by facsimile transmission, PDF, electronic signature or other similar electronic means with the same force and effect as if such signature page were an original thereof.
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9.7 FURTHER ASSURANCES. Each party shall do and perform, or cause to be done and performed, all such further acts and things, and shall execute and deliver all such other agreements, certificates, instruments and documents, as the other party may reasonably request in order to carry out the intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated hereby.
9.8 SEVERABILITY. In case any provision of this Agreement is held by a court of competent jurisdiction to be excessive in scope or otherwise invalid or unenforceable, such provision shall be adjusted rather than voided, if possible, so that it is enforceable to the maximum extent possible, and the validity and enforceability of the remaining provisions of this Agreement will not in any way be affected or impaired thereby.
9.9 Law Governing this Agreement. This Agreement shall be governed by and construed in accordance with the laws of the State of Nevada without regard to principles of conflicts of laws. Any action brought by either party against the other concerning the transactions contemplated by this Agreement shall be brought only in the state or federal courts located in New York City, New York. The parties to this Agreement hereby irrevocably waive any objection to jurisdiction and venue of any action instituted hereunder and shall not assert any defense based on lack of jurisdiction or venue or based upon forum non conveniens. The parties executing this Agreement and other agreements referred to herein or delivered in connection herewith on behalf of the Company agree to submit to the in personam jurisdiction of such courts and hereby irrevocably waive trial by jury. The prevailing party shall be entitled to recover from the other party its reasonable attorney’s fees and costs. In the event that any provision of this Agreement or any other agreement delivered in connection herewith is invalid or unenforceable under any applicable statute or rule of law, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform with such statute or rule of law. Any such provision which may prove invalid or unenforceable under any law shall not affect the validity or enforceability of any other provision of any agreement. Each party hereby irrevocably waives personal service of process and consents to process being served in any suit, action or proceeding in connection with this Agreement or any other Registered Offering Transaction Documents by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law.
9.10 NO THIRD PARTY BENEFICIARIES. This Agreement is intended for the benefit of the parties hereto and is not for the benefit of, nor may any provision hereof be enforced by, any other person, except that the Company acknowledges that the rights of the Investor may be enforced by its general partner.
[Signature page follows]
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Your signature on this Signature Page evidences your agreement to be bound by the terms and conditions of the Registration Rights Agreement as of the date first written above. The undersigned signatory hereby certifies that he has read and understands the Registration Rights Agreement, and the representations made by the undersigned in this Registration Rights Agreement are true and accurate, and agrees to be bound by its terms.
GHS INVESTMENTS, LLC.
By: Mark Groder
Name: Mark Groder
Title: Member
HNO INTERNATIONAL INC.
By: /s/ Paul Mueller
Name: Paul Mueller
Title: President
[SIGNATURE PAGE OF REGISTRATION RIGHTS AGREEMENT]
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CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation in this Registration Statement on Form S-1 of our report dated March 20, 2023, relating to the consolidated financial statements of HNO International, Inc. for the years ended October 31, 2022 and 2021 and to all references to our firm included in this Registration Statement.
/s/ BF Borgers CPA PC
Certified Public Accountants
Lakewood, CO
October 27, 2023
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