UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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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.
| Exhibits | ||
| 10.1 | Form of Purchase Agreement and Warrant | |
| 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: May 22, 2023 | HUMBL, Inc. | |
| By: | /s/ Brian Foote | |
| Brian Foote | ||
| President and CEO | ||