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Washington, D.C. 20549





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



(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.


  10.1 Form of Purchase Agreement and Warrant
  104 Cover Page interactive Data File (embedded within the Inline XBRL document)






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




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