Current Report Filing (8-k)
14 12월 2022 - 10:31PM
Edgar (US Regulatory)
0001119190
false
0001119190
2022-12-08
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 |
HUMBL (PK) (USOTC:HMBL)
과거 데이터 주식 차트
부터 5월(5) 2024 으로 6월(6) 2024
HUMBL (PK) (USOTC:HMBL)
과거 데이터 주식 차트
부터 6월(6) 2023 으로 6월(6) 2024
HUMBL Inc (PK) (OTC 시장)의 실시간 뉴스: 최근 기사 0
More Humbl, Inc. News Articles