8-K
HNO International, Inc. (HNOI)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the SecuritiesExchange Act of 1934
Date of Report (Date of earliest event reported):
December 29, 2025
HNO
INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
| Nevada | 000-56568 | 20-2781289 |
|---|---|---|
| (State or other jurisdiction <br><br>of incorporation) | (Commission File Number) | (IRS Employer <br><br>Identification No.) |
| 41558<br>Eastman Drive, Suite B<br><br>Murrieta,<br>CA | 92562 | |
| --- | --- | |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant's telephone
number, including area code (951) 305-8872
N/A
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Not applicable. |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐
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Item 1.01 Entry
into a Material Definitive Agreement
Extensionof Promissory Notes:
On December 29, 2025, HNO International, Inc., a Nevada corporation (the "Company"), entered into an Extension to Promissory Note (the "1^st^Extension") with HNO Green Fuels, Inc., a Nevada corporation (“HNOGF”), pursuant to the terms set forth in the 1^st^ Extension. The 1^st^ Extension amends the Promissory Note issued on December 1, 2021, extending the Maturity Date of December 31, 2025 to December 31, 2026.
On December 29, 2025, the Company entered into an Extension to Promissory Note (the "2^nd^ Extension") with HNOGF, pursuant to the terms set forth in the 2^nd^ Extension. The 2^nd^ Extension amends the Promissory Note issued on September 29, 2022, extending the Maturity Date of December 31, 2025 to December 31, 2026.
On December 29, 2025, the Company entered into an Extension to Promissory Note (the "3^rd^ Extension") with HNOGF, pursuant to the terms set forth in the 3^rd^ Extension. The 3^rd^ Extension amends the Promissory Note issued on October 20, 2022, extending the Maturity Date of December 31, 2025 to December 31, 2026.
On December 29, 2025, the Company entered into an Extension to Promissory Note (the "4^th^ Extension") with HNOGF, pursuant to the terms set forth in the 4^th^ Extension. The 4^th^ Extension amends the Promissory Note issued on March 1, 2023, extending the Maturity Date of December 31, 2025 to December 31, 2026.
On December 29, 2025, the Company entered into an Extension to Promissory Note (the "5^th^ Extension") with HNOGF, pursuant to the terms set forth in the 5^th^ Extension. The 5^th^ Extension amends the Promissory Note issued on March 8, 2023, extending the Maturity Date of December 31, 2025 to December 31, 2026.
On December 29, 2025, the Company entered into an Extension to Promissory Note (the "6^th^ Extension") with HNOGF, pursuant to the terms set forth in the 6^th^ Extension. The 6^th^ Extension amends the Promissory Note issued on March 23, 2023, extending the Maturity Date of December 31, 2025 to December 31, 2026.
On December 29, 2025, the Company entered into an Extension to Promissory Note (the "7^th^ Extension") with HNOGF, pursuant to the terms set forth in the 7^th^ Extension. The 7^th^ Extension amends the Promissory Note issued on April 3, 2023, extending the Maturity Date of December 31, 2025 to December 31, 2026.
On December 29, 2025, the Company entered into an Extension to Promissory Note (the "8^th^ Extension") with HNOGF, pursuant to the terms set forth in the 8^th^ Extension. The 8^th^ Extension amends the Promissory Note issued on April 13, 2023, extending the Maturity Date of December 31, 2025 to December 31, 2026.
On December 29, 2025, the Company entered into an Extension to Promissory Note (the "9^th^ Extension") with HNOGF, pursuant to the terms set forth in the 9^th^ Extension. The 9^th^ Extension amends the Promissory Note issued on April 17, 2023, extending the Maturity Date of December 31, 2025 to December 31, 2026.
The foregoing descriptions of these second extensions is only a summary and does not purport to be complete and is qualified in its entirety by reference to such documents. Copies of the extensions are filed as Exhibit 99.1, Exhibit 99.2, Exhibit 99.3, Exhibit 99.4, Exhibit 99.5, Exhibit 99.6, Exhibit 99.7, Exhibit 99.8 and Exhibit 99.9 to this Current Report on Form 8-K.
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Item 9.01 Financial
Statements and Exhibits
| Exhibit No. | Document |
|---|---|
| 99.1 | Extension to Promissory Note, dated December 29, 2025 for Note Issued December 1, 2021, between HNO International, Inc. and HNO Green Fuels, Inc. |
| 99.2 | Extension to Promissory Note, dated December 29, 2025 for Note Issued September 29, 2022, between HNO International, Inc. and HNO Green Fuels, Inc. |
| 99.3 | Extension to Promissory Note, dated December 29, 2025 for Note Issued October 20, 2022, between HNO International, Inc. and HNO Green Fuels, Inc. |
| 99.4 | Extension to Promissory Note, dated December 29, 2025 for Note Issued March 1, 2023, between HNO International, Inc. and HNO Green Fuels, Inc. |
| 99.5 | Extension to Promissory Note, dated December 29, 2025 for Note Issued March 8, 2023, between HNO International, Inc. and HNO Green Fuels, Inc. |
| 99.6 | Extension to Promissory Note, dated December 29, 2025 for Note Issued March 23, 2023, between HNO International, Inc. and HNO Green Fuels, Inc. |
| 99.7 | Extension to Promissory Note, dated December 29, 2025 for Note Issued April 3, 2023, between HNO International, Inc. and HNO Green Fuels, Inc. |
| 99.8 | Extension to Promissory Note, dated December 29, 2025 for Note Issued April 13, 2023, between HNO International, Inc. and HNO Green Fuels, Inc. |
| 99.9 | Extension to Promissory Note, dated December 29, 2025 for Note Issued April 17, 2023, between HNO International, Inc. and HNO Green Fuels, Inc. |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| **** | HNO International, Inc.<br><br> <br>(Registrant) |
|---|---|
| Date: January<br> 5, 2026 | By:<br> /s/ Donald Owens<br><br> Donald Owens<br><br> <br>Chief Executive Officer |
| 3 |
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THIRDExtension TO PROMISSORY NOTE
This Third Extension (this “Extension”) to the Promissory Note, issued December 1, 2021 (the “Issuance Date”), in the original principal amount of $500,000, is by and between HNO International, Inc., a Nevada corporation (the “Borrower”), on the one hand, and HNO Green Fuels, Inc., a Nevada corporation (the “Holder”), on the other hand. The Borrower and the Holder will be referred to individually as a “Party” and collectively as the “Parties.” Any capitalized terms not defined in this Extension will have the meaning set forth in the Promissory Note issued December 1, 2021, issued to the Holder by the Borrower (the “Note”), attached hereto as Exhibit A.
RECITALS
WHEREAS, on December 1, 2021, the Borrower issued to the Holder the Note in the original principal amount of $500,000 (the “Principal Amount”);
WHEREAS, on January 17, 2024, the Parties entered into an Extension to Promissory Note pursuant to which the Maturity Date was extended to December 31, 2024;
WHEREAS, on December 19, 2024, the Parties entered into a Second Extension to Promissory Note
pursuant to which the Maturity Date was extended to December 31, 2025; and
WHEREAS, the Parties wish to amend the Note to extend the Maturity Date to December 31, 2026 (the “Maturity Date”).
THEREFORE, in consideration of the foregoing recitals, mutual covenants contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as set forth below.
AGREEMENT
**1.**Extended Maturity Date. Pursuant to the introductory paragraph of the Note, the definition of “Maturity” in the Note shall be December 31, 2026.
**2.**Waiver of Prior Defaults. Upon entering into this Extension, the Holder hereby waives all Events of Default, known or unknown to the Holder, by Borrower prior to the Effective Date.
**3.**No Other Changes. Except as extended hereby, the Note will continue to be, and will remain, in full force and effect. Except as provided herein, this Extension will not be deemed (i) to be a waiver of, or consent to, or a modification or amendment of, any other term or condition of the Note or (ii) to prejudice any right or rights which the Parties may now have or may have in the future under or in connection with the Note or any of the instruments or agreements referred to therein, as the same may be amended, restated, supplemented or otherwise modified from time to time.
**4.**Authority; Binding on Successors. The Parties represent that they each have the authority to enter into this Extension. This Extension will be binding on, and will inure to the benefit of, the Parties to it and their respective heirs, legal representatives, successors, and assigns.
**5.**Governing Law and Venue. This Extension and the rights and duties of the Parties hereto will be construed and determined in accordance with the terms of the Note.
**6.**Incorporation by Reference. The terms of the Note, except as amended by this Extension, are incorporated herein by reference and will form a part of this Extension as if set forth herein in their entirety.
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**7.**Counterparts; Facsimile Execution. This Extension may be executed in any number of counterparts and all such counterparts taken together will be deemed to constitute one instrument. Delivery of an executed counterpart of this Extension by facsimile or email will be equally as effective as delivery of a manually executed counterpart of this Extension.
IN WITNESS WHEREOF, each of the undersigned has executed this Extension the respective day and year set forth below:
| BORROWER: | HNO International, Inc. | |
|---|---|---|
| Date: December 29, 2025 | By | /s/ Hossein Haririnia |
| Hossein Haririnia, Treasurer | ||
| HOLDER: | HNO Green Fuels, Inc. | |
| Date: December 29, 2025 | By | /s/ Donald Owens |
| Donald Owens, CEO |
| 2 |
| --- |
EXHIBIT A
Promissory Note issued December 1, 2021
[See Attached]
THIRDExtension TO PROMISSORY NOTE
This Third Extension (this “Extension”) to the Promissory Note, issued September 29, 2022 (the “Issuance Date”), in the original principal amount of $50,000, is by and between HNO International, Inc., a Nevada corporation (the “Borrower”), on the one hand, and HNO Green Fuels, Inc., a Nevada corporation (the “Holder”), on the other hand. The Borrower and the Holder will be referred to individually as a “Party” and collectively as the “Parties.” Any capitalized terms not defined in this Extension will have the meaning set forth in the Promissory Note issued September 29, 2022, issued to the Holder by the Borrower (the “Note”), attached hereto as Exhibit A.
RECITALS
WHEREAS, on September 29, 2022, the Borrower issued to the Holder the Note in the original principal amount of $50,000 (the “Principal Amount”);
WHEREAS, on January 17, 2024, the Parties entered into an Extension to Promissory Note pursuant to which the Maturity Date was extended to December 31, 2024;
WHEREAS, on December 19, 2024, the Parties entered into a Second Extension to Promissory Note
pursuant to which the Maturity Date was extended to December 31, 2025; and
WHEREAS, the Parties wish to amend the Note to extend the Maturity Date to December 31, 2026 (the “Maturity Date”).
THEREFORE, in consideration of the foregoing recitals, mutual covenants contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as set forth below.
AGREEMENT
**1.**Extended Maturity Date. Pursuant to the introductory paragraph of the Note, the definition of “Maturity” in the Note shall be December 31, 2026.
**2.**Waiver of Prior Defaults. Upon entering into this Extension, the Holder hereby waives all Events of Default, known or unknown to the Holder, by Borrower prior to the Effective Date.
**3.**No Other Changes. Except as extended hereby, the Note will continue to be, and will remain, in full force and effect. Except as provided herein, this Extension will not be deemed (i) to be a waiver of, or consent to, or a modification or amendment of, any other term or condition of the Note or (ii) to prejudice any right or rights which the Parties may now have or may have in the future under or in connection with the Note or any of the instruments or agreements referred to therein, as the same may be amended, restated, supplemented or otherwise modified from time to time.
**4.**Authority; Binding on Successors. The Parties represent that they each have the authority to enter into this Extension. This Extension will be binding on, and will inure to the benefit of, the Parties to it and their respective heirs, legal representatives, successors, and assigns.
**5.**Governing Law and Venue. This Extension and the rights and duties of the Parties hereto will be construed and determined in accordance with the terms of the Note.
**6.**Incorporation by Reference. The terms of the Note, except as amended by this Extension, are incorporated herein by reference and will form a part of this Extension as if set forth herein in their entirety.
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**7.**Counterparts; Facsimile Execution. This Extension may be executed in any number of counterparts and all such counterparts taken together will be deemed to constitute one instrument. Delivery of an executed counterpart of this Extension by facsimile or email will be equally as effective as delivery of a manually executed counterpart of this Extension.
IN WITNESS WHEREOF, each of the undersigned has executed this Extension the respective day and year set forth below:
| BORROWER: | HNO International, Inc. | |
|---|---|---|
| Date: December 29, 2025 | By | /s/ Hossein<br> Haririnia |
| Hossein Haririnia, Treasurer | ||
| HOLDER: | HNO Green Fuels, Inc. | |
| Date: December 29, 2025 | By | /s/ Donald<br> Owens |
| Donald Owens, CEO |
| 2 |
| --- |
EXHIBIT A
Promissory Note issued September 29, 2022
[See Attached]
ThirdExtension TO PROMISSORY NOTE
This Third Extension (this “Extension”) to the Promissory Note, issued October 20, 2022 (the “Issuance Date”), in the original principal amount of $50,000, is by and between HNO International, Inc., a Nevada corporation (the “Borrower”), on the one hand, and HNO Green Fuels, Inc., a Nevada corporation (the “Holder”), on the other hand. The Borrower and the Holder will be referred to individually as a “Party” and collectively as the “Parties.” Any capitalized terms not defined in this Extension will have the meaning set forth in the Promissory Note issued October 22, 2022, issued to the Holder by the Borrower (the “Note”), attached hereto as Exhibit A.
RECITALS
WHEREAS, on October 20, 2022, the Borrower issued to the Holder the Note in the original principal amount of $50,000 (the “Principal Amount”);
WHEREAS, on January 17, 2024, the Parties entered into an Extension to Promissory Note pursuant to which the Maturity Date was extended to December 31, 2024;
WHEREAS, on December 19, 2024, the Parties entered into a Second Extension to Promissory Note
pursuant to which the Maturity Date was extended to December 31, 2025; and
WHEREAS, the Parties wish to amend the Note to extend the Maturity Date to December 31, 2026 (the “Maturity Date”).
THEREFORE, in consideration of the foregoing recitals, mutual covenants contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as set forth below.
AGREEMENT
**1.**Extended Maturity Date. Pursuant to the introductory paragraph of the Note, the definition of “Maturity” in the Note shall be December 31, 2026.
**2.**Waiver of Prior Defaults. Upon entering into this Extension, the Holder hereby waives all Events of Default, known or unknown to the Holder, by Borrower prior to the Effective Date.
**3.**No Other Changes. Except as extended hereby, the Note will continue to be, and will remain, in full force and effect. Except as provided herein, this Extension will not be deemed (i) to be a waiver of, or consent to, or a modification or amendment of, any other term or condition of the Note or (ii) to prejudice any right or rights which the Parties may now have or may have in the future under or in connection with the Note or any of the instruments or agreements referred to therein, as the same may be amended, restated, supplemented or otherwise modified from time to time.
**4.**Authority; Binding on Successors. The Parties represent that they each have the authority to enter into this Extension. This Extension will be binding on, and will inure to the benefit of, the Parties to it and their respective heirs, legal representatives, successors, and assigns.
**5.**Governing Law and Venue. This Extension and the rights and duties of the Parties hereto will be construed and determined in accordance with the terms of the Note.
**6.**Incorporation by Reference. The terms of the Note, except as amended by this Extension, are incorporated herein by reference and will form a part of this Extension as if set forth herein in their entirety.
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**7.**Counterparts; Facsimile Execution. This Extension may be executed in any number of counterparts and all such counterparts taken together will be deemed to constitute one instrument. Delivery of an executed counterpart of this Extension by facsimile or email will be equally as effective as delivery of a manually executed counterpart of this Extension.
IN WITNESS WHEREOF, each of the undersigned has executed this Extension the respective day and year set forth below:
| BORROWER: | HNO International, Inc. | |
|---|---|---|
| Date: December 29, 2025 | By | /s/ Hossein<br> Haririnia |
| Hossein Haririnia, Treasurer | ||
| HOLDER: | HNO Green Fuels, Inc. | |
| Date: December 29, 2025 | By | /s/ Donald<br> Owens |
| Donald Owens, CEO |
| 2 |
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EXHIBIT A
Promissory Note issued October 20, 2022
[See Attached]
THIRDExtension TO PROMISSORY NOTE
This Third Extension (this “Extension”) to the Promissory Note, issued March 1, 2023 (the “Issuance Date”), in the original principal amount of $50,000, is by and between HNO International, Inc., a Nevada corporation (the “Borrower”), on the one hand, and HNO Green Fuels, Inc., a Nevada corporation (the “Holder”), on the other hand. The Borrower and the Holder will be referred to individually as a “Party” and collectively as the “Parties.” Any capitalized terms not defined in this Extension will have the meaning set forth in the Promissory Note issued March 1, 2023, issued to the Holder by the Borrower (the “Note”), attached hereto as Exhibit A.
RECITALS
WHEREAS, on March 1, 2023, the Borrower issued to the Holder the Note in the original principal amount of $50,000 (the “Principal Amount”);
WHEREAS, on March 1, 2024, the Parties entered into an Extension to Promissory Note pursuant to
which the Maturity Date was extended to December 31, 2024;
WHEREAS, on December 19, 2024, the Parties entered into a Second Extension to Promissory Note
pursuant to which the Maturity Date was extended to December 31, 2025; and
WHEREAS, the Parties wish to amend the Note to extend the Maturity Date to December 31, 2026 (the “Maturity Date”).
THEREFORE, in consideration of the foregoing recitals, mutual covenants contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as set forth below.
AGREEMENT
**1.**Extended Maturity Date. Pursuant to the introductory paragraph of the Note, the definition of “Maturity” in the Note shall be December 31, 2026.
**2.**Waiver of Prior Defaults. Upon entering into this Extension, the Holder hereby waives all Events of Default, known or unknown to the Holder, by Borrower prior to the Effective Date.
**3.**No Other Changes. Except as extended hereby, the Note will continue to be, and will remain, in full force and effect. Except as provided herein, this Extension will not be deemed (i) to be a waiver of, or consent to, or a modification or amendment of, any other term or condition of the Note or (ii) to prejudice any right or rights which the Parties may now have or may have in the future under or in connection with the Note or any of the instruments or agreements referred to therein, as the same may be amended, restated, supplemented or otherwise modified from time to time.
**4.**Authority; Binding on Successors. The Parties represent that they each have the authority to enter into this Extension. This Extension will be binding on, and will inure to the benefit of, the Parties to it and their respective heirs, legal representatives, successors, and assigns.
**5.**Governing Law and Venue. This Extension and the rights and duties of the Parties hereto will be construed and determined in accordance with the terms of the Note.
**6.**Incorporation by Reference. The terms of the Note, except as amended by this Extension, are incorporated herein by reference and will form a part of this Extension as if set forth herein in their entirety.
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**7.**Counterparts; Facsimile Execution. This Extension may be executed in any number of counterparts and all such counterparts taken together will be deemed to constitute one instrument. Delivery of an executed counterpart of this Extension by facsimile or email will be equally as effective as delivery of a manually executed counterpart of this Extension.
IN WITNESS WHEREOF, each of the undersigned has executed this Extension the respective day and year set forth below:
| BORROWER: | HNO International, Inc. | |
|---|---|---|
| Date: December 29, 2025 | By | /s/ Hossein<br> Haririnia |
| Hossein Haririnia, Treasurer | ||
| HOLDER: | HNO Green Fuels, Inc. | |
| Date: December 29, 2025 | By | /s/ Donald<br> Owens |
| Donald Owens, CEO |
| 2 |
| --- |
EXHIBIT A
Promissory Note issued March 1, 2023
[See Attached]
THIRDExtension TO PROMISSORY NOTE
This Third Extension (this “Extension”) to the Promissory Note, issued March 8, 2023 (the “Issuance Date”), in the original principal amount of $50,000, is by and between HNO International, Inc., a Nevada corporation (the “Borrower”), on the one hand, and HNO Green Fuels, Inc., a Nevada corporation (the “Holder”), on the other hand. The Borrower and the Holder will be referred to individually as a “Party” and collectively as the “Parties.” Any capitalized terms not defined in this Extension will have the meaning set forth in the Promissory Note issued March 8, 2023, issued to the Holder by the Borrower (the “Note”), attached hereto as Exhibit A.
RECITALS
WHEREAS, on March 8, 2023, the Borrower issued to the Holder the Note in the original principal amount of $50,000 (the “Principal Amount”);
WHEREAS, on March 1, 2024, the Parties entered into an Extension to Promissory Note pursuant to
which the Maturity Date was extended to December 31, 2024;
WHEREAS, on December 19, 2024, the Parties entered into a Second Extension to Promissory Note
pursuant to which the Maturity Date was extended to December 31, 2025; and
WHEREAS, the Parties wish to amend the Note to extend the Maturity Date to December 31, 2026 (the “Maturity Date”).
THEREFORE, in consideration of the foregoing recitals, mutual covenants contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as set forth below.
AGREEMENT
**1.**Extended Maturity Date. Pursuant to the introductory paragraph of the Note, the definition of “Maturity” in the Note shall be December 31, 2026.
**2.**Waiver of Prior Defaults. Upon entering into this Extension, the Holder hereby waives all Events of Default, known or unknown to the Holder, by Borrower prior to the Effective Date.
**3.**No Other Changes. Except as extended hereby, the Note will continue to be, and will remain, in full force and effect. Except as provided herein, this Extension will not be deemed (i) to be a waiver of, or consent to, or a modification or amendment of, any other term or condition of the Note or (ii) to prejudice any right or rights which the Parties may now have or may have in the future under or in connection with the Note or any of the instruments or agreements referred to therein, as the same may be amended, restated, supplemented or otherwise modified from time to time.
**4.**Authority; Binding on Successors. The Parties represent that they each have the authority to enter into this Extension. This Extension will be binding on, and will inure to the benefit of, the Parties to it and their respective heirs, legal representatives, successors, and assigns.
**5.**Governing Law and Venue. This Extension and the rights and duties of the Parties hereto will be construed and determined in accordance with the terms of the Note.
**6.**Incorporation by Reference. The terms of the Note, except as amended by this Extension, are incorporated herein by reference and will form a part of this Extension as if set forth herein in their entirety.
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**7.**Counterparts; Facsimile Execution. This Extension may be executed in any number of counterparts and all such counterparts taken together will be deemed to constitute one instrument. Delivery of an executed counterpart of this Extension by facsimile or email will be equally as effective as delivery of a manually executed counterpart of this Extension.
IN WITNESS WHEREOF, each of the undersigned has executed this Extension the respective day and year set forth below:
| BORROWER: | HNO International, Inc. | |
|---|---|---|
| Date: December 29, 2025 | By | /s/<br> Hossein Haririnia |
| Hossein Haririnia, Treasurer | ||
| HOLDER: | HNO Green Fuels, Inc. | |
| Date: December 29, 2025 | By | /s/ Donald Owens |
| Donald Owens, CEO |
| 2 |
| --- |
EXHIBIT A
Promissory Note issued March 8, 2023
[See Attached]
THIRDExtension TO PROMISSORY NOTE
This Third Extension (this “Extension”) to the Promissory Note, issued March 23, 2023 (the “Issuance Date”), in the original principal amount of $50,000, is by and between HNO International, Inc., a Nevada corporation (the “Borrower”), on the one hand, and HNO Green Fuels, Inc., a Nevada corporation (the “Holder”), on the other hand. The Borrower and the Holder will be referred to individually as a “Party” and collectively as the “Parties.” Any capitalized terms not defined in this Extension will have the meaning set forth in the Promissory Note issued March 23, 2023, issued to the Holder by the Borrower (the “Note”), attached hereto as Exhibit A.
RECITALS
WHEREAS, on March 23, 2023, the Borrower issued to the Holder the Note in the original principal amount of $50,000 (the “Principal Amount”);
WHEREAS, on March 1, 2024, the Parties entered into an Extension to Promissory Note pursuant to
which the Maturity Date was extended to December 31, 2024;
WHEREAS, on December 19, 2024, the Parties entered into a Second Extension to Promissory Note
pursuant to which the Maturity Date was extended to December 31, 2025; and
WHEREAS, the Parties wish to amend the Note to extend the Maturity Date to December 31, 2026 (the “Maturity Date”).
THEREFORE, in consideration of the foregoing recitals, mutual covenants contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as set forth below.
AGREEMENT
**1.**Extended Maturity Date. Pursuant to the introductory paragraph of the Note, the definition of “Maturity” in the Note shall be December 31, 2026.
**2.**Waiver of Prior Defaults. Upon entering into this Extension, the Holder hereby waives all Events of Default, known or unknown to the Holder, by Borrower prior to the Effective Date.
**3.**No Other Changes. Except as extended hereby, the Note will continue to be, and will remain, in full force and effect. Except as provided herein, this Extension will not be deemed (i) to be a waiver of, or consent to, or a modification or amendment of, any other term or condition of the Note or (ii) to prejudice any right or rights which the Parties may now have or may have in the future under or in connection with the Note or any of the instruments or agreements referred to therein, as the same may be amended, restated, supplemented or otherwise modified from time to time.
**4.**Authority; Binding on Successors. The Parties represent that they each have the authority to enter into this Extension. This Extension will be binding on, and will inure to the benefit of, the Parties to it and their respective heirs, legal representatives, successors, and assigns.
**5.**Governing Law and Venue. This Extension and the rights and duties of the Parties hereto will be construed and determined in accordance with the terms of the Note.
**6.**Incorporation by Reference. The terms of the Note, except as amended by this Extension, are incorporated herein by reference and will form a part of this Extension as if set forth herein in their entirety.
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**7.**Counterparts; Facsimile Execution. This Extension may be executed in any number of counterparts and all such counterparts taken together will be deemed to constitute one instrument. Delivery of an executed counterpart of this Extension by facsimile or email will be equally as effective as delivery of a manually executed counterpart of this Extension.
IN WITNESS WHEREOF, each of the undersigned has executed this Extension the respective day and year set forth below:
| BORROWER: | HNO International, Inc. | |
|---|---|---|
| Date: December 29, 2025 | By | /s/<br> Hossein Haririnia |
| Hossein Haririnia, Treasurer | ||
| HOLDER: | HNO Green Fuels, Inc. | |
| Date: December 29, 2025 | By | /s/ Donald Owens |
| Donald Owens, CEO |
| 2 |
| --- |
EXHIBIT A
Promissory Note issued March 23, 2023
[See Attached]
THIRDExtension TO PROMISSORY NOTE
This Third Extension (this “Extension”) to the Promissory Note, issued April 3, 2023 (the “Issuance Date”), in the original principal amount of $50,000, is by and between HNO International, Inc., a Nevada corporation (the “Borrower”), on the one hand, and HNO Green Fuels, Inc., a Nevada corporation (the “Holder”), on the other hand. The Borrower and the Holder will be referred to individually as a “Party” and collectively as the “Parties.” Any capitalized terms not defined in this Extension will have the meaning set forth in the Promissory Note issued April 3, 2023, issued to the Holder by the Borrower (the “Note”), attached hereto as Exhibit A.
RECITALS
WHEREAS, on April 3, 2023, the Borrower issued to the Holder the Note in the original principal amount of $50,000 (the “Principal Amount”);
WHEREAS, on March 1, 2024, the Parties entered into an Extension to Promissory Note pursuant to
which the Maturity Date was extended to December 31, 2024;
WHEREAS, on December 19, 2024, the Parties entered into a Second Extension to Promissory Note
pursuant to which the Maturity Date was extended to December 31, 2025; and
WHEREAS, the Parties wish to amend the Note to extend the Maturity Date to December 31, 2026 (the “Maturity Date”).
THEREFORE, in consideration of the foregoing recitals, mutual covenants contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as set forth below.
AGREEMENT
**1.**Extended Maturity Date. Pursuant to the introductory paragraph of the Note, the definition of “Maturity” in the Note shall be December 31, 2026.
**2.**Waiver of Prior Defaults. Upon entering into this Extension, the Holder hereby waives all Events of Default, known or unknown to the Holder, by Borrower prior to the Effective Date.
**3.**No Other Changes. Except as extended hereby, the Note will continue to be, and will remain, in full force and effect. Except as provided herein, this Extension will not be deemed (i) to be a waiver of, or consent to, or a modification or amendment of, any other term or condition of the Note or (ii) to prejudice any right or rights which the Parties may now have or may have in the future under or in connection with the Note or any of the instruments or agreements referred to therein, as the same may be amended, restated, supplemented or otherwise modified from time to time.
**4.**Authority; Binding on Successors. The Parties represent that they each have the authority to enter into this Extension. This Extension will be binding on, and will inure to the benefit of, the Parties to it and their respective heirs, legal representatives, successors, and assigns.
**5.**Governing Law and Venue. This Extension and the rights and duties of the Parties hereto will be construed and determined in accordance with the terms of the Note.
**6.**Incorporation by Reference. The terms of the Note, except as amended by this Extension, are incorporated herein by reference and will form a part of this Extension as if set forth herein in their entirety.
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**7.**Counterparts; Facsimile Execution. This Extension may be executed in any number of counterparts and all such counterparts taken together will be deemed to constitute one instrument. Delivery of an executed counterpart of this Extension by facsimile or email will be equally as effective as delivery of a manually executed counterpart of this Extension.
IN WITNESS WHEREOF, each of the undersigned has executed this Extension the respective day and year set forth below:
| BORROWER: | HNO International, Inc. | |
|---|---|---|
| Date: December 29, 2025 | By | /s/ Hossein<br> Haririnia |
| Hossein Haririnia, Treasurer | ||
| HOLDER: | HNO Green Fuels, Inc. | |
| Date: December 29, 2025 | By | /s/ Donald<br> Owens |
| Donald Owens, CEO |
| 2 |
| --- |
EXHIBIT A
Promissory Note issued April 3, 2023
[See Attached]
THIRDExtension TO PROMISSORY NOTE
This Third Extension (this “Extension”) to the Promissory Note, issued April 13, 2023 (the “Issuance Date”), in the original principal amount of $20,000, is by and between HNO International, Inc., a Nevada corporation (the “Borrower”), on the one hand, and HNO Green Fuels, Inc., a Nevada corporation (the “Holder”), on the other hand. The Borrower and the Holder will be referred to individually as a “Party” and collectively as the “Parties.” Any capitalized terms not defined in this Extension will have the meaning set forth in the Promissory Note issued April 13, 2023, issued to the Holder by the Borrower (the “Note”), attached hereto as Exhibit A.
RECITALS
WHEREAS, on April 13, 2023, the Borrower issued to the Holder the Note in the original principal amount of $20,000 (the “Principal Amount”);
WHEREAS, on March 1, 2024, the Parties entered into an Extension to Promissory Note pursuant to
which the Maturity Date was extended to December 31, 2024;
WHEREAS, on December 19, 2024, the Parties entered into a Second Extension to Promissory Note
pursuant to which the Maturity Date was extended to December 31, 2025; and
WHEREAS, the Parties wish to amend the Note to extend the Maturity Date to December 31, 2026 (the “Maturity Date”).
THEREFORE, in consideration of the foregoing recitals, mutual covenants contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as set forth below.
AGREEMENT
**1.**Extended Maturity Date. Pursuant to the introductory paragraph of the Note, the definition of “Maturity” in the Note shall be December 31, 2026.
**2.**Waiver of Prior Defaults. Upon entering into this Extension, the Holder hereby waives all Events of Default, known or unknown to the Holder, by Borrower prior to the Effective Date.
**3.**No Other Changes. Except as extended hereby, the Note will continue to be, and will remain, in full force and effect. Except as provided herein, this Extension will not be deemed (i) to be a waiver of, or consent to, or a modification or amendment of, any other term or condition of the Note or (ii) to prejudice any right or rights which the Parties may now have or may have in the future under or in connection with the Note or any of the instruments or agreements referred to therein, as the same may be amended, restated, supplemented or otherwise modified from time to time.
**4.**Authority; Binding on Successors. The Parties represent that they each have the authority to enter into this Extension. This Extension will be binding on, and will inure to the benefit of, the Parties to it and their respective heirs, legal representatives, successors, and assigns.
**5.**Governing Law and Venue. This Extension and the rights and duties of the Parties hereto will be construed and determined in accordance with the terms of the Note.
**6.**Incorporation by Reference. The terms of the Note, except as amended by this Extension, are incorporated herein by reference and will form a part of this Extension as if set forth herein in their entirety.
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**7.**Counterparts; Facsimile Execution. This Extension may be executed in any number of counterparts and all such counterparts taken together will be deemed to constitute one instrument. Delivery of an executed counterpart of this Extension by facsimile or email will be equally as effective as delivery of a manually executed counterpart of this Extension.
IN WITNESS WHEREOF, each of the undersigned has executed this Extension the respective day and year set forth below:
| BORROWER: | HNO International, Inc. | |
|---|---|---|
| Date: December 29, 2025 | By | /s/ Hossein<br> Haririnia |
| Hossein Haririnia, Treasurer | ||
| HOLDER: | HNO Green Fuels, Inc. | |
| Date: December 29, 2025 | By | /s/ Donald<br> Owens |
| Donald Owens, CEO |
| 2 |
| --- |
EXHIBIT A
Promissory Note issued April 13, 2023
[See Attached]
THIRDExtension TO PROMISSORY NOTE
This Third Extension (this “Extension”) to the Promissory Note, issued April 17, 2023 (the “Issuance Date”), in the original principal amount of $30,000, is by and between HNO International, Inc., a Nevada corporation (the “Borrower”), on the one hand, and HNO Green Fuels, Inc., a Nevada corporation (the “Holder”), on the other hand. The Borrower and the Holder will be referred to individually as a “Party” and collectively as the “Parties.” Any capitalized terms not defined in this Extension will have the meaning set forth in the Promissory Note issued April 17, 2023, issued to the Holder by the Borrower (the “Note”), attached hereto as Exhibit A.
RECITALS
WHEREAS, on April 17, 2023, the Borrower issued to the Holder the Note in the original principal amount of $30,000 (the “Principal Amount”);
WHEREAS, on March 1, 2024, the Parties entered into an Extension to Promissory Note pursuant to
which the Maturity Date was extended to December 31, 2024;
WHEREAS, on December 19, 2024, the Parties entered into a Second Extension to Promissory Note
pursuant to which the Maturity Date was extended to December 31, 2025; and
WHEREAS, the Parties wish to amend the Note to extend the Maturity Date to December 31, 2026 (the “Maturity Date”).
THEREFORE, in consideration of the foregoing recitals, mutual covenants contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as set forth below.
AGREEMENT
**1.**Extended Maturity Date. Pursuant to the introductory paragraph of the Note, the definition of “Maturity” in the Note shall be December 31, 2026.
**2.**Waiver of Prior Defaults. Upon entering into this Extension, the Holder hereby waives all Events of Default, known or unknown to the Holder, by Borrower prior to the Effective Date.
**3.**No Other Changes. Except as extended hereby, the Note will continue to be, and will remain, in full force and effect. Except as provided herein, this Extension will not be deemed (i) to be a waiver of, or consent to, or a modification or amendment of, any other term or condition of the Note or (ii) to prejudice any right or rights which the Parties may now have or may have in the future under or in connection with the Note or any of the instruments or agreements referred to therein, as the same may be amended, restated, supplemented or otherwise modified from time to time.
**4.**Authority; Binding on Successors. The Parties represent that they each have the authority to enter into this Extension. This Extension will be binding on, and will inure to the benefit of, the Parties to it and their respective heirs, legal representatives, successors, and assigns.
**5.**Governing Law and Venue. This Extension and the rights and duties of the Parties hereto will be construed and determined in accordance with the terms of the Note.
**6.**Incorporation by Reference. The terms of the Note, except as amended by this Extension, are incorporated herein by reference and will form a part of this Extension as if set forth herein in their entirety.
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**7.**Counterparts; Facsimile Execution. This Extension may be executed in any number of counterparts and all such counterparts taken together will be deemed to constitute one instrument. Delivery of an executed counterpart of this Extension by facsimile or email will be equally as effective as delivery of a manually executed counterpart of this Extension.
IN WITNESS WHEREOF, each of the undersigned has executed this Extension the respective day and year set forth below:
| BORROWER: | HNO International, Inc. | |
|---|---|---|
| Date: December 29, 2025 | By | /s/ Hossein<br> Haririnia |
| Hossein Haririnia, Treasurer | ||
| HOLDER: | HNO Green Fuels, Inc. | |
| Date: December 29, 2025 | By | /s/ Donald<br> Owens |
| Donald Owens, CEO |
| 2 |
| --- |
EXHIBIT A
Promissory Note issued April 17, 2023
[See Attached]
