Current Report Filing (8-k)
22 5월 2023 - 10:16PM
Edgar (US Regulatory)
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0001119190
2023-05-15
2023-05-15
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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): May 15, 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.
Beginning
on May 15, 2023 and ending on May 17, 2023, HUMBL, Inc. (“HUMBL”) entered into Securities Purchase Agreements with five different
investors (the “Purchase Agreements”). Pursuant to the Purchase Agreements, HUMBL sold 125,000,000 shares of its common stock
and warrants to purchase 125,000,000 shares of its common stock (the “Warrants”) for a total purchase price of $275,000.00.
The Warrants are exercisable for a period of five years, have a cashless exercise provision and have an exercise price of $0.005 per
share.
The
foregoing description of the Purchase Agreements and Warrants does not purport to be complete and is qualified in its entirety by reference
to the forms of Purchase Agreement and Warrant which are filed as Exhibit 10.1 to this Current Report on Form 8-K. The form of Warrant
is attached as an exhibit to the Purchase Agreement.
Item
3.02 Unregistered Sale of Equity Securities.
The
sale of the securities under the Purchase Agreement was exempt from registration under Section 4(a)(2) of the Securities Act of 1933.
The information contained in Item 2.01, 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:
May 22, 2023 |
HUMBL,
Inc. |
|
|
|
|
By:
|
/s/
Brian Foote |
|
|
Brian
Foote |
|
|
President
and CEO |
HUMBL (PK) (USOTC:HMBL)
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