UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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Item 4.02 Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review.
On September 12, 2025, the Board of Directors of HNO International, Inc. (the “Company”), following consultation with management, concluded that the Company’s previously issued financial statements for the fiscal year ended October 31, 2024, and for the interim periods ended January 31, 2025 and April 30, 2025, should no longer be relied upon due to errors in the valuation of service stock issuances and the related stock-based compensation expense.
The Company determined that the valuation methodology applied in the original filings understated stock-based compensation expense. The revised valuation increased stock-based compensation expense by $1,108,368 for the fiscal year ended October 31, 2024, and by $4,827,055 for the quarter ended January 31, 2025. The January 31, 2025 adjustment carried forward into the subsequent quarter ended April 30, 2025. These non-cash adjustments resulted in corresponding increases to additional paid-in capital and adjustments to accumulated deficit.
The Company intends to file Amendment No. 2 to its Annual Report on Form 10-K for the fiscal year ended October 31, 2024, and Amendment No. 1 to its Quarterly Reports on Form 10-Q for the quarters ended January 31, 2025 and April 30, 2025, to correct these errors and update related disclosures.
The Company’s management has discussed these matters with its independent registered public accounting firm.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
HNO International, Inc. (Registrant)
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| Date: September 19, 2025 | By:
/s/ Donald Owens Chief Executive Officer
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