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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 2/29/24 Humbl, Inc. 8-K:1,9 2/23/24 12:413K M2 Compliance LLC/FA |
Document/Exhibit Description Pages Size 1: 8-K Current Report HTML 40K 2: EX-10.1 Material Contract HTML 162K 3: EX-99.1 Miscellaneous Exhibit HTML 20K 7: R1 Cover HTML 47K 9: XML IDEA XML File -- Filing Summary XML 12K 12: XML XBRL Instance -- form8-k_htm XML 16K 8: EXCEL IDEA Workbook of Financial Report Info XLSX 8K 5: EX-101.LAB XBRL Labels -- hmbl-20240223_lab XML 96K 6: EX-101.PRE XBRL Presentations -- hmbl-20240223_pre XML 64K 4: EX-101.SCH XBRL Schema -- hmbl-20240223 XSD 12K 10: JSON XBRL Instance as JSON Data -- MetaLinks 25± 34K 11: ZIP XBRL Zipped Folder -- 0001493152-24-008273-xbrl Zip 47K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): i February 23, 2024
(Exact name of registrant as specified in its charter)
| i Delaware | i 000-31267 | i 27-1296318 | ||
| (State or other jurisdiction | (Commission | (IRS Employer | ||
| of incorporation) | File Number) | Identification No.) |
| i 101 W. Broadway | ||
| i Suite 1450 | ||
| i San Diego, i CA | i 92101 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: i (786) i 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):
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| i Common Stock | i HMBL | OTC Pink |
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. i ☐
Item 1.01 Entry into a Material Definitive Agreement.
On February 23, 2024, HUMBL, Inc. (“HUMBL”) entered into an Asset Purchase Agreement (the “Purchase Agreement”) with Avrio Worldwide, PBC (“Avrio”). Pursuant to the Purchase Agreement, HUMBL sold certain assets associated with its HUMBL Financial product line, including all intellectual property associated with its BLOCK Indexes and BLOCK ETXs to Avrio. In exchange for selling such assets, HUMBL received: (i) 1,920,000 shares of Avrio’s Class A Common Stock (representing a 10% stake in Avrio); and (ii) 2.5% of the net revenues generated by Avrio from its sales of the acquired assets. The revenue share terminates upon the earlier of five years from the date of the Purchase Agreement or Avrio completing an initial public offering. HUMBL will also receive a seat on Avrio’s Board of Directors as part of the transaction, the initial designee being Brian Foote, CEO of HUMBL.
Avrio has three classes of common stock: Class A, Class B and Class F. Class A and Class B Common Stock have one vote per share. Class F Common Stock has four votes per share and the right to appoint three directors. In the event of a liquidation, the Class A, Class B and Class F holders would all share equally in any distributions on a per share basis.
The foregoing description of the Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the Purchase Agreement which is filed as Exhibit 10.1 to this Current Report on Form 8-K.
HUMBL is issuing a press release announcing the Purchase Agreement that is filed as Exhibit 99.1 to this Current Report on Form 8-K.
Item 9.01 Financial Statements and Exhibits.
| Exhibits | |||
| 10.1 | Asset Purchase Agreement dated February 23, 2024 between HUMBL, Inc. and Avrio Worldwide, PBC | ||
| 99.1 | Press Release dated February 29, 2024 | ||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, HUMBL has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| Date: February 29, 2024 | HUMBL, Inc. | |
| By: | /s/ Brian Foote | |
| Brian Foote | ||
| President and CEO | ||
| This ‘8-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 2/29/24 | None on these Dates | ||
| For Period end: | 2/23/24 | |||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 3/28/24 Humbl, Inc. 10-K 12/31/23 111:17M M2 Compliance LLC/FA |