Current Report Filing (8-k)
September 27 2022 - 5:25PM
Edgar (US Regulatory)
0001119190
false
0001119190
2022-09-21
2022-09-21
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): September 21, 2022
HUMBL,
INC.
(Exact
name of registrant as specified in its charter)
Delaware |
|
000-31267 |
|
91-2948019 |
(State
of other jurisdiction |
|
(Commission |
|
(IRS
Employer |
of
incorporation) |
|
File
Number) |
|
Identification
No.) |
600
B Street |
|
|
Suite
300 |
|
|
San
Diego, CA |
|
92101 |
(Address
of principal executive offices) |
|
(Zip
Code) |
Registrant’s
telephone number, including area code: (786) 738-9012
(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 (see General Instruction A.2. below):
☐ |
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)) |
Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
Common
Stock |
|
HMBL |
|
OTCQB |
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.
Item
1.01 Entry into a Material Definitive Agreement.
On
September 21, 2022, HUMBL, Inc. (“HUMBL”) entered into four Global Amendments (“Global Amendments”)
that amended four Securities Purchase Agreements dated August 11, 2022 (the “Purchase Agreements”).
Under the terms of the Purchase Agreements, HUMBL sold 29,625,000 shares of its common stock and warrants to purchase 59,250,000
shares of its common stock (the “Warrant Shares”) for a total purchase price of $1,185,000 ($0.04 per share).
The warrants are exercisable for a period of three years and are cash exercise only warrants. Of the Warrant Shares, 50,362,500
are exercisable at an exercise price of $0.075 and 8,887,500 are exercisable at an exercise price of $0.10.
The Global Amendments
(i) reduced the aggregate purchase price under the Purchase Agreements to $575,000, (ii) revised the closing date
to September 29, 2022 instead of August 25, 2022, (iii) increased the number of Shares purchased under the Purchase Agreement
to 38,333,333 shares of HUMBL common stock ($0.015 per share), (iv) increased the total number of Warrant
Shares to 76,666,666, (v) decreased the exercise price on 38,333,333 Warrant Shares to $0.04, and
(vi) decreased the exercise price on 38,333,333 Warrant Shares to $0.03.
The
foregoing description of the Global Amendments does not purport to be complete and is qualified in its entirety by reference to
the form of Global Amendment which is filed as Exhibit 10.1 to this Current Report on Form 8-K.
Item
3.02 Unregistered Sale of Equity Securities.
The
sale of the securities under the Purchase Agreement was exempt from registration under Section 4(a)(2) of the Securities Act of 1933.
The information contained in Item 2.01, above, is hereby incorporated by reference into this Item 3.02.
Item
9.01 Financial Statements and Exhibits.
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 thereunto duly authorized.
Date:
September 27, 2022 |
HUMBL, Inc. |
|
|
|
|
By:
|
/s/
Brian Foote |
|
|
Brian
Foote |
|
|
President
and CEO |
HUMBL (PK) (USOTC:HMBL)
Historical Stock Chart
From Mar 2024 to Apr 2024
HUMBL (PK) (USOTC:HMBL)
Historical Stock Chart
From Apr 2023 to Apr 2024