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HNO International, Inc.

NYSE:HNOI
US$0.039Close 6 Oct 2026 · delayed

Past year: ▼ 89%(3.40c – 41.5c USD)

Market cap
A$5.6m
Shares on issue
102m
Story beats
19 since 2009
Last event
8 May 2026

History

A Nevada mining shell became a biomass energy developer, gave up control of its Ghana business in a strained 2011 restructuring, and later resurfaced as HNO International, funding itself through dilutive financing.

2009-2011: From shell to biomass developer

The company began as a Nevada mineral-exploration shell. On 4 September 2009 it signed a share exchange agreement to buy UK-based Clenergen Corporation Limited, issuing 70.3 million shares to its shareholders. The reverse merger (a deal where a private business takes over a listed shell) closed on 10 November 2009. The company became a biomass renewable-energy developer, with a public-private partnership in Ghana for a planned 56MW biomass plant on a 14,000-acre energy plantation, and operations underway in India.

In mid-2010 it moved to build an Indian power base. On 8 June 2010 it bought United Bio Fuels Private Limited, owner of a 1.5MW biomass plant in Salem, Tamil Nadu, for about $1.76 million, mostly used to retire the plant's debt to India's government renewable-energy lender. It was the company's first operating power asset. On 24 June it agreed to buy an 18MW plant near Chennai, projected to produce about $15 million in annual revenue.

The growth relied on expensive short-term borrowing. In May 2010 it borrowed $250,000 from Vastani Trading Limited at 24% annual interest, with a three-month maturity and penalty warrants for each month unpaid. In June 2011 it borrowed $300,000 from TCA Global Credit Master Fund, netting $277,950 against a $331,500 repayment due within six months.

2011-2019: Restructuring and silence

By September 2011 the strain showed. The company sold its Clenergen India subsidiary to Maxrise Powergen for $1, with the $1.01 million payment due under the deal not yet received. It also formed a joint venture with Futenco AG, cutting its stake in the Ghana subsidiary to 40% (Futenco took 57%). Four directors resigned and new leadership was appointed.

The record then goes quiet. The next beat is dated 20 August 2019, when HNO International, Inc. suspended its duty to file periodic reports with the SEC. The records here do not explain the change of name from Clenergen, or what became of the Ghana, India, Philippines and Guyana assets.

2023-2025: Equity lines, affiliate debt and an auditor shake-up

The company reappeared in October 2023 as HNO International, Inc. On 12 October it signed a $10 million, 24-month equity line of credit with GHS Investments, letting it sell stock at 90% of the lowest recent trading price, plus commitment shares for GHS.

In 2024 it repeatedly extended promissory notes owed to affiliate HNO Green Fuels, Inc. In January it extended three notes from 2021-2022 and waived earlier defaults, and in March it extended six more issued in 2023, all to December 2024. In May 2024 it dismissed BF Borgers CPA after the SEC barred that firm from practicing before it, and engaged Barton CPA.

On 3 January 2025, CEO and Chairman Donald Owens and HNO Green Fuels exchanged a combined 360 million common shares (245 million and 115 million) for new Series B Convertible Preferred Stock. This sharply cut the common shares outstanding, while leaving control with insiders.

Barton then found errors in how stock issued for services was valued. The company restated its FY2023 statements in March 2025, and in September 2025 restated FY2024 and two later interim periods for the same cause. The second restatement added $1.1 million (FY2024) and $4.8 million (Q1 FY2025) of non-cash expense.

2026: Small notes and a larger equity line

In 2026 the company again relied on small, costly financing. On 17 March it sold a $150,000 convertible note (net $133,000) to CFI Capital LLC, convertible at 60% of the lowest 20-day trading price, falling to 50% if a DTC "chill" (a restriction on share deposits) is imposed or 45% on default. On 17 April it sold Jefferson Street Capital a note of $96,250 with warrants for 385,000 shares, for $87,500 gross and about $82,250 net.

On 1 May 2026 it signed a $30 million, 24-month equity line with Lambda Ventures, with puts at 80% of the lowest recent trading price, against 90% in the 2023 GHS deal. On 8 May it sold Monroe Street Capital Partners a $67,500 note (gross proceeds $62,500, about $57,625 net). The company's financing was still small convertible notes and an equity line.

Written from the 19 story beats below (2009 to 8 May 2026), which come from the company's own announcements and filings.

Beat by beat

The events that changed the company's story, in plain English, each written against everything known about the company at the time. The dot shows whether it was good, bad or neutral for shareholders.

shares on issue market cap (log scale)

2026102m shares · US$10.6m market cap

  1. 8 May

    Issued Monroe Street Capital Partners a $67,500 convertible note and a warrant for 385,000 shares for $62,500 gross, about $57,625 net after fees. The note converts at 60% of the lowest recent trading price.

    capital raising announcement

    102m shUS$10.6m
  2. 1 May

    Entered a new $30 million, 24-month equity line of credit with Lambda Ventures, allowing puts at 80% of the lowest recent trading price — steeper terms than the 90%-of-market GHS facility from 2023, suggesting weakened negotiating position.

    capital raising announcement

    102m shUS$10.6m
  3. 17 Apr

    Issued Jefferson Street Capital a $96,250 convertible note and a warrant for 385,000 shares for $87,500 gross, about $82,250 net after fees. A near-identical note was sold to Lambda Ventures two days later.

    capital raising announcement

    102m shUS$12.2m
  4. 17 Mar

    Sold a $150,000 convertible note (net $133,000) to CFI Capital LLC convertible at 60% of the lowest 20-day trading price — worsening to 50% if a DTC 'chill' is imposed or 45% on default — a classic toxic death-spiral structure.

    capital raising announcement

    102m shUS$22.4m

202597.5m shares · US$48.8m market cap

  1. 22 Sept

    Restated FY2024 and the two subsequent interim periods a second time for the same root cause — understated stock-based compensation from mis-valued service-stock issuances, adding $1.1 million (FY2024) and $4.8 million (Q1 FY2025) of non-cash expense — confirming a recurring, unresolved internal-controls weakness around valuing stock paid for services.

    financial restatement

    97.5m shUS$48.8m
  2. 6 Mar

    New auditor Barton CPA found errors in the valuation of stock issued for services, forcing a restatement of the FY2023 financial statements — a direct consequence of the forced auditor change after BF Borgers was barred.

    financial restatement

    75.6m shUS$74.1m
  3. 3 Jan

    CEO Donald Owens and HNO Green Fuels exchanged 245 million and 115 million common shares respectively for 245,000 and 115,000 shares of new Series B Convertible Preferred. This cut outstanding common shares by about 82% to roughly 74 million, though each preferred share can convert back into 1,000 common shares.

    capital raising announcement

    419m shUS$540m

2024420m shares · US$437m market cap

  1. 8 May

    Dismissed BF Borgers CPA as auditor after the SEC barred the firm from practicing before it (a May 3, 2024 enforcement order affecting hundreds of public companies) and engaged Barton CPA — an industry-wide audit disruption, not company-specific misconduct, but a real one nonetheless.

    auditor change

    420m shUS$437m
  2. 5 Mar

    Extended six more promissory notes owed to HNO Green Fuels, all issued in March and April 2023, from maturity dates in March-April 2024 to December 31, 2024.

    material agreement

    419m shUS$482m
  3. 23 Jan

    Extended three promissory notes (originally issued 2021-2022) owed to affiliated lender HNO Green Fuels, Inc., waiving prior defaults and pushing maturity to December 2024 — the company had been in default on debt to its own affiliate.

    material agreement

    419m shUS$486m

2023419m shares · US$423m market cap

  1. 12 Oct

    Now renamed HNO International, Inc., entered a $10 million equity line of credit with GHS Investments, allowing the company to sell stock at 90% of the lowest recent trading price over a 24-month period — a dilutive, market-price-linked financing facility, plus upfront commitment shares to GHS.

    capital raising announcement

    419m shUS$423m

2019152m shares · US$652k market cap

  1. 20 Aug

    HNO International, Inc. suspended its duty to file periodic reports with the SEC.

    listing compliance notice

    152m shUS$652k

2011146m shares · US$54.0m market cap

  1. 12 Sept

    Sold its Clenergen India subsidiary to Maxrise Powergen for $1, with the $1.01 million payment due under the deal not yet received. It also formed a joint venture with Futenco AG, cutting its Ghana stake to 40% (Futenco 57%), while four directors resigned and new leadership was appointed.

    asset acquisition disposition

    146m shUS$54.0m
  2. 1 June

    Borrowed $300,000 from TCA Global Credit Master Fund at 10% interest plus a 7.5% commitment fee and other charges, netting only $277,950 against a $331,500 repayment obligation due within six months — another expensive short-term facility.

    capital raising announcement

    142m shUS$97.8m

2010

  1. 24 June

    Agreed to acquire an existing 18MW biomass power plant near Chennai, India, projected to generate about $15 million in annual revenue and $3 million in annual surplus cash at an 80% load factor — a major scale-up from the 1.5MW India plant bought weeks earlier.

    material agreement

  2. 8 June

    Acquired United Bio Fuels Private Limited, owner of a 1.5MW biomass power plant in Salem, Tamil Nadu, India, for about $1.76 million — mostly used to retire the plant's debt to India's government renewable-energy lender — giving the company its first operating power asset.

    asset acquisition disposition

  3. 18 May

    Borrowed $250,000 from Vastani Trading Limited at 24% annual interest with a 3-month maturity and warrants struck at a 30% discount to market, plus escalating penalty warrants for every month the note went unpaid past maturity — expensive, high-risk short-term financing.

    capital raising announcement

2009

  1. 10 Nov

    Closed the reverse merger with Clenergen UK, establishing the company as a biomass renewable-energy developer with a public-private partnership in Ghana (a planned 56MW biomass plant on a 14,000-acre energy plantation) and operations underway in India.

    business combination

  2. 4 Sept

    Signed a share exchange agreement to acquire UK-based Clenergen Corporation Limited, issuing 70.3 million shares to its shareholders — the reverse merger that would turn this shell into a renewable-energy operating company.

    material agreement