Current Report Filing (8-k)
December 14 2022 - 08:31AM
Edgar (US Regulatory)
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2022-12-08 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):
December 8, 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
December 12, 2022, HUMBL, Inc. (“HUMBL”) entered into an Equity
Financing Agreement (“EFA”) and a Registration Rights Agreement
(“Rights Agreement”) with GHS Investments, LLC (“GHS”). Pursuant to
the EFA, HUMBL has the right, subject to certain conditions, to
sell up to $20,000,000 in shares of its common stock to GHS.
Pursuant to the Rights Agreement, HUMBL agreed to file a
registration statement to register the common stock issuable under
the EFA. Following the registration of the securities under the
EFA, HUMBL has the right to cause GHS to purchase its common stock
at 80% of the average of the three lowest closing trade prices in
the previous 10 trading days by submitting a put notice to GHS.
HUMBL may choose the dollar amount of each put notice; provided,
however, the maximum dollar amount of any put cannot exceed 200% of
HUMBL’s average daily trading volume in the previous 10 trading
days. In addition, the amount of the put notice must not be less
than $10,000 or greater than $500,000. HUMBL may only deliver one
put notice to GHS in any given 10 trading day period. Following an
uplist to Nasdaq or an equivalent national exchange, the conversion
rate would increase from 80% to 90%. The amount of HUMBL shares
owned by GHS cannot exceed 4.99% of the issue and outstanding
shares of HUMBL common stock following the purchase by GHS of HUMBL
shares under a put notice. The foregoing description of the EFA and
Rights Agreement does not purport to be complete and is qualified
in its entirety by reference to the EFA which is filed as Exhibit
10.1 to this Current Report on Form 8-K and the Rights Agreement
which is filed as Exhibit 10.2 to this Current Report on Form
8-K.
On
December 8, 2022, HUMBL issued an 8% Convertible Redeemable Note
Due September 8, 2023 in the original principal amount of $222,000
(the “Note”) to GS Capital Partners, LLC. The Note contains an
original issue discount of $14,500 and legal fees of $7,500. The
Note bears interest at the rate of 8% and is due on September 8,
2023. The Note is convertible into shares of HUMBL common stock at
$0.012 per share. Following an event of default, the Note becomes
convertible at 70% of the lowest trading price of the common stock
during the fifteen (15) prior trading days. The Note is subject to:
(a) a 5% prepayment premium if paid within 60 days of issuance; (b)
a 15% prepayment premium if paid between 60 and 120 days of
issuance; and (c) 30% if paid between 120 and 180 days of issuance.
The Note may not be prepaid after the 180th day. The
foregoing description of the Note does not purport to be complete
and is qualified in its entirety by reference to the Note which is
filed as Exhibit 10.3 to this Current Report on Form
8-K.
Item
9.01 Financial Statements and Exhibits.
|
Exhibits |
|
|
|
|
|
|
|
10.1 |
|
Equity Financing Agreement dated December 12, 2022 between HUMBL,
Inc. and GHS Investments, LLC |
|
10.2 |
|
Registration Rights Agreement dated December 12, 2022 between
HUMBL, Inc. and GHS Investments, LLC |
|
10.3 |
|
8% Convertible Redeemable Note Due September 8, 2023 issued by
HUMBL, Inc. to GS Capital Partners, LLC on December 8,
2022 |
|
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:
December 14, 2022 |
HUMBL,
Inc. |
|
|
|
|
By: |
/s/
Brian Foote |
|
|
Brian
Foote |
|
|
President
and CEO |
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