Form 8-K - Current report

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): July 18, 2023

HUMBL, INC.

(Exact name of registrant as specified in its charter)

Delaware	000-31267	27-1296318
(State of other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)

101 W. Broadway
Suite 1450
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		OTC Pink

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 July 18, 2023, the registrant, HUMBL, Inc. (“HUMBL”) entered into a Global Amendment (the “Amendment”) with Pacific Lion LLC (“Pacific Lion”) to amend the Convertible Promissory Note dated May 10, 2023 (the “Note”) and the Warrant to Purchase Shares of Common Stock dated May 10, 2023 issued by HUMBL to Pacific Lion. Pursuant to the Amendment, the parties: (a) increased the amount Pacific Lion could fund under the Note from up to $800,000 to up to $2,000,000; (b) added a 10% original issue discount to all amounts funded under the Note; (c) increased the interest rate on the Note from 6% to 8%; (d) added an interest rate following an event of default of 12%; and (e) extended the period by which if an uplisting has not occurred the Warrant will be cancelled from 9 months to 18 months from the issuance date. The total amount Pacific Lion has funded under the Note to date is $475,000.

The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the form of the Amendment which is filed as Exhibit 10.1 to this Current Report on Form 8-K. The forms of the Note and Warrant are attached as exhibits 10.1 and 10.2 to our Quarterly Report on Form 10-Q filed on May 15, 2023.

Item 9.01 Financial Statements and Exhibits.

	Exhibits

	10.1	Global Amendment

	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 thereunto duly authorized.

Date: August 31, 2023	HUMBL, Inc.

	By:	/s/ Brian Foote
		Brian Foote
		President and CEO

Exhibit 10.1

GLOBAL AMENDMENT

This Global Amendment (this “Amendment”) is entered into effective as of July 18, 2023, by and between Pacific Lion LLC, a Florida limited liability company (“Investor”), and HUMBL, Inc., a Delaware corporation (“Company”).

A. Company and Investor previously entered into that certain Securities Purchase Agreement dated May 10, 2023 (the “Purchase Agreement”).

B. Pursuant to the Purchase Agreement, Company issued to Investor: (a) that certain Convertible Promissory Note in the original principal amount of up to $800,000 (the “Note”); and (b) that certain Warrant to Purchase Common Stock (“Warrant”, and together with the Note and Purchase Agreements, the “Agreements”).

C. Company and Investor have agreed, subject to the terms, amendments, conditions and understandings expressed in this Amendment, to make certain amendments to the Agreements.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:

1. Recitals. Each of the parties hereto acknowledges and agrees that the recitals set forth above in this Amendment are true and accurate and are hereby incorporated into and made a part of this Amendment.

2. Funding Amount. The funding amount under the Note is hereby increased from up to $800,000 to up to $2,000,000.

3. Interest Rate. The interest rate under the Note is hereby increased to eight percent (8%). Following the occurrence of an Event of Default (as defined in the Note), Investor may by written notice to Investor increase the interest rate to twelve percent (12%).

4. OID. An original issue discount of ten percent (10%) of the amount funded will be added to the outstanding balance of the Note with respect to each funding under the Note.

5. Uplisting Period. Section 2.1(e) of the Warrant is hereby deleted in its entirety and replaced with the following: “If an Uplisting has not occurred before the date that is eighteen (18) months from the Issue Date, then this Warrant will automatically be cancelled and of no further force or effect.”

6. Other Terms Unchanged. The Agreements, as amended by this Amendment, remain and continue in full force and effect, constitutes legal, valid, and binding obligations of each of the parties, and are in all respects agreed to, ratified, and confirmed. Any reference to the Agreements after the date of this Amendment is deemed to be a reference to the Agreements as amended by this Amendment. If there is a conflict between the terms of this Amendment and the Agreements, the terms of this Amendment shall control.

7. Representations and Warranties of Company. Company has full power, authority, and capacity, and has obtained all licenses, authorizations, approvals, consents, or permits required by applicable laws or otherwise, to enter into this Amendment and to perform all of Company’s obligations under this Amendment.

8. No Reliance. Investor acknowledges and agrees that neither Company nor any of its officers, directors, members, managers, equity holders, representatives or agents has made any representations or warranties to Investor or any of its agents, representatives, officers, directors, or employees except as expressly set forth in this Amendment and the Agreement and, in making its decision to enter into the transactions contemplated by this Amendment, Investor is not relying on any representation, warranty, covenant or promise of Company or its officers, directors, members, managers, equity holders, agents or representatives other than as set forth in this Amendment.

9. Counterparts. This Amendment may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one instrument. The parties hereto confirm that any electronic copy of another party’s executed counterpart of this Amendment (or such party’s signature page thereof) will be deemed to be an executed original thereof.

10. 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 Amendment and the consummation of the transactions contemplated hereby.

[Remainder of page intentionally left blank]

IN WITNESS WHEREOF, the undersigned have executed this Amendment as of the date set forth above.

	INVESTOR:

	PACIFIC LION LLC

	By:
		Jacob Fernane, Manager

	COMPANY:

	HUMBL, Inc.

	By:
		Brian Foote, CEO

[Signature Page to Global Amendment]

Cover	Jul. 18, 2023
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Jul. 18, 2023
Entity File Number	000-31267
Entity Registrant Name	HUMBL, INC.
Entity Central Index Key	0001119190
Entity Tax Identification Number	27-1296318
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	101 W. Broadway
Entity Address, Address Line Two	Suite 1450
Entity Address, City or Town	San Diego
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	92101
City Area Code	(786)
Local Phone Number	738-9012
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock
Trading Symbol	HMBL
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false