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): January 31, 2025

HUMBL, Inc.

(Exact name of registrant as specified in its charter)

Delaware	000-31267	27-1296318
(State or 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, par value $0.00001		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.

HUMBL, Inc. (the “Company”) entered into an Amendment to Asset Purchase Agreement with WSCG, Inc. (“WSCG”) and WSCG HUMBL, SPV effective as of January 31, 2025 (“Amendment”). The Amendment was entered into in connection with that certain Asset Purchase Agreement among the parties dated December 2, 2024 (the “Asset Purchase Agreement”). Pursuant to the Asset Purchase Agreement, the Company was obligated to apply to FINRA to change the name of the Company from HUMBL, Inc. and stop using the HUMBL brand name and trademarks within 60 days of the closing. The Amendment extends the date by which the Company must apply to FINRA to have its name changed from 60 days from closing to 120 days from closing. The obligation to stop using the HUMBL brand name and trademarks did not change and remains at 60 days from closing.

The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the Amendment which is filed as Exhibit 10.1 to this Current Report on Form 8-K.

Item 8.01 Other Events.

Pursuant to the terms of the Asset Purchase Agreement, WSCG agreed to make a remaining payment of $2,000,000 to the Company by December 31, 2024 in connection with the purchase of the Company’s assets. The Asset Purchase Agreement granted WSCG a 90-day cure period to make the payment before it would be considered late. WSCG has not yet made the required payment and has elected to use the 90-day cure period provided under the Purchase Agreement. The Company will provide an update once the payment is either received or becomes late.

In connection with its 2024 financial statements, the Company is in the process of performing a site review to inspect the magnesium silicate acquired by the Company held in Brazil. This is part of the Company’s ongoing efforts to ensure accurate financial reporting and asset management. Additionally, the Company’s management will be holding planning meetings during February in Brazil to focus on the Company’s strategic initiatives and business plans for the 2025 fiscal year.

Item 9.01 Financial Statements and Exhibits.

	Exhibits

	10.1		Amendment to Asset Purchase Agreement among HUMBL, WSCG and WSCG HUMBL SPV effective January 31, 2025
	104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, HUMBL has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Date: February 6, 2025	HUMBL, Inc.

	By:	/s/ Thiago Moura
		Thiago Moura
		President and CEO

Exhibit 10.1

AMENDMENT TO ASSET PURCHASE AGREEMENT

This Amendment to Asset Purchase Agreement (this “Amendment”) is entered into effective as of January 31, 2025, by and between WSCG, Inc., a Wyoming corporation (“Buyer”), HUMBL, Inc., a Delaware corporation (“Seller”), and WSCG HUMBL SPV, a series of SPV Mgmt LLC, a Delaware limited liability company (“Holding Company”). Capitalized terms used herein but not otherwise defined shall have the meanings set forth in the Purchase Agreement (as defined below). Buyer, Seller and Holding Company are sometimes referred to herein collectively as the “Parties”.

A. The Parties entered into that certain Asset Purchase Agreement dated December 2, 2024 (the “Purchase Agreement”).

B. The Parties have agreed to amend the Purchase Agreement as set forth below.

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. Use of Business Name. Section 4.2.2 of the Purchase Agreement is deleted in its entirety and replaced with the following:

“Use of Business Name. Within 120 days of the Closing Date, Seller will apply to FINRA to change its name from HUMBL, Inc., and within 60 days of the Closing Date, Seller will cease using the brand name HUMBL and any associated trademarks or other intellectual property.”

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

4. 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.

5. 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.

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Cover	Jan. 31, 2025
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Jan. 31, 2025
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, par value $0.00001
Trading Symbol	HMBL
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false