Current Report Filing (8-k)
November 09 2022 - 06:05AM
Edgar (US Regulatory)
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2022-11-02 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):
November 2, 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
November 2, 2022, HUMBL, Inc. (“HUMBL”) entered into an Asset
Purchase Agreement (the “APA”) with Brian Meltzer and Robin Burns.
Under the terms of the APA, HUMBL will pay a total purchase price
of $1,685,000 through (i) the issuance of 90,000,000 restricted
shares of HUMBL common stock in two tranches, the first being for
15,000,000 HUMBL common shares within 30 days of the Closing Date
of November 2, 2022 and the remaining 75,000,000 HUMBL common
shares within five days of the completion of the 1:10 reverse split
of HUMBL’s common stock; and (ii) cash in the amount of
$110,000.
The
foregoing description of the APA does not purport to be complete
and is qualified in its entirety by reference to the APA 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 APA was exempt from registration
under Section 4(a)(2) of the Securities Act of 1933. The
information contained in Item 1.01, 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:
November 8, 2022 |
HUMBL,
Inc. |
| |
|
|
|
By: |
/s/
Brian Foote |
| |
|
Brian
Foote |
| |
|
President
and CEO |
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