Current Report Filing (8-k)
20 9월 2022 - 7:31PM
Edgar (US Regulatory)
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2022-09-14
2022-09-14
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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): September 14, 2022
HUMBL,
Inc.
(Exact
name of registrant as specified in its charter)
Delaware |
|
|
|
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
1.02 Termination of a Material Definitive Agreement.
On
September 16, 2022, HUMBL, Inc. (“HUMBL”) terminated the Securities Exchange Agreement dated August 11, 2022 (the
“Exchange Agreement”) with Agora Digital Holdings, Inc. (“Agora Digital”), the shareholders of Agora Digital,
and Ecoark Holdings, Inc. (“Ecoark”) under which HUMBL agreed to exchange 6,000 shares of a future newly designated Series
C preferred stock for all the issued outstanding shares of Agora Digital, approximately 90% of which is held by Ecoark. The consummation
of the purchase of Agora Digital pursuant to the Exchange Agreement was subject to the satisfaction of certain closing conditions. The
parties agreed to forgo pursuing satisfaction of the closing conditions and terminate the Exchange Agreement.
HUMBL
issued a press release on September 16, 2022 announcing that it terminated the Exchange Agreement with Agora Digital and
that it accepted the resignation of Brad Hoagland, a member of the HUMBL Board of Directors who serves as Chief Executive Officer of
Agora Digital and formerly served as Chief Financial Officer of Ecoark. A copy of the press release is attached hereto as
Exhibit 99.1 to this Current Report on Form 8-K.
Item
5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
On
September 14, 2022, HUMBL accepted the resignation of Brad Hoagland as a member of the HUMBL Board of Directors. There was no disagreement expressed by Mr.
Hoagland on any matter concerning HUMBL’s operations, policies or practices.
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:
September 20,
2022 |
HUMBL,
Inc. |
|
|
|
|
By: |
/s/
Brian Foote |
|
|
Brian Foote |
|
|
President and CEO |
HUMBL (PK) (USOTC:HMBL)
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