Current Report Filing (8-k)
February 06 2023 - 06:02AM
Edgar (US Regulatory)
0001119190 false 0001119190 2023-01-31
2023-01-31 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):
January 31, 2023
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 January 31, 2023, HUMBL, Inc. (“HUMBL”) entered into a
Settlement Agreement (the “Settlement Agreement”) with Javier
Gonzalez and Juan Luis Gonzalez. Under the terms of the Settlement
Agreement, Tickeri, Inc. (“Tickeri”), a wholly-owned subsidiary of
HUMBL, was transferred back to Javier Gonzalez and Juan Luis
Gonzalez, free of any encumbrances and including all of Tickeri’s
intellectual property, other assets and associated debt. The
parties entered into the Settlement Agreement because HUMBL was in
default of the promissory notes for $5,000,000 issued to both
Javier Gonzalez and Juan Luis Gonzalez (the “Notes”) as a portion
of the consideration paid by HUMBL under the agreement to acquire
Tickeri. Javier Gonzalez and Juan Luis Gonzalez will receive the
4,672,897 restricted shares of HUMBL’s common stock owed to them
under the acquisition agreement. Under the terms of the Settlement
Agreement, the Notes were cancelled with all related accrued
penalties and interest and the parties agreed to a mutual release
of all claims. The foregoing description of the Settlement
Agreement does not purport to be complete and is qualified in its
entirety by reference to the Settlement Agreement which is filed as
Exhibit 10.1 to this Current Report on Form 8-K.
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:
February 3, 2023 |
HUMBL,
Inc. |
|
|
|
|
| |
By: |
/s/
Brian Foote |
| |
|
Brian
Foote |
| |
|
President
and CEO |
HUMBL (QB) (USOTC:HMBL)
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