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2025-09-11
2025-09-11
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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): September 11, 2025
HUMBL,
Inc.
(Exact
name of registrant as specified in its charter)
| Delaware |
|
000-31267 |
|
27-1296318 |
| (State
or other jurisdiction |
|
(Commission |
|
(IRS
Employer |
| of
incorporation) |
|
File
Number) |
|
Identification
No.) |
| 101
W. Broadway |
|
|
| Suite
1450 |
|
|
| 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, par value $0.00001 |
|
HMBL |
|
OTC
Pink |
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
September 11, 2025, HUMBL, Inc. (“HUMBL” or the “Company”) entered into a Settlement Agreement
with Ybyrá Capital S.A. (“Ybyrá”), Brian Foote and Thiago Moura. Pursuant to the terms of the Settlement Agreement,
the parties agreed as follows:
| |
● |
Ybyrá
cancelled its right to receive the $20,000,000 in common stock owed to it by HUMBL in connection with HUMBL’s purchase of FinCapital
from Ybyrá. |
| |
● |
Ybyrá
agreed to transfer the HUMBL Series A and Series D Preferred Shares owned by Ybyrá back to Brian Foote in exchange for
cancellation of the promissory owed by Ybyrá to Mr. Foote. |
| |
● |
HUMBL
agreed to terminate entirely its relationship with Multicortex, LLC, including terminating its option to purchase membership interests
in Multicortex, LLC and any joint operations selling AI computers. |
| |
● |
HUMBL
agreed to pay $10,000 in cash and $5,000 in common stock per month to Ybyrá to retain the FinCapital equity interests until
December 31, 2025, or earlier, at which time such interests will automatically transfer back to Ybyrá. Notwithstanding the
foregoing, HUMBL plans to transfer the FinCapital equity interests (which entity owns the magnesium silicate deposits) back to Ybyrá
at such time as it acquires a new business. |
| |
● |
Thiago
Moura agreed to resign as an officer and director of HUMBL. |
| |
● |
HUMBL
agreed to issue Mr. Moura 850,000,000 shares of common stock. |
| |
● |
The
parties agreed to a mutual release of claims. |
The
foregoing description of the Settlement Agreement does not purport to be complete and is qualified in its entirety by reference to the
Settlement Agreement which is filed as Exhibit 10.1 to this Current Report on Form 8-K.
Item
5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
On
September 12, 2025, HUMBL accepted the resignation of Thiago Moura as a member of the HUMBL board of directors and as HUMBL’s President
and Chief Executive Officer. There was no disagreement expressed by Mr. Moura on any matter concerning HUMBL’s operations, policies
or practices.
On
September 16, 2025, HUMBL’s board of directors appointed Gregory
Hopkins as its new Chief Executive Officer. Mr. Hopkins brings extensive experience
across public companies, private enterprises, and government service. Mr. Hopkins’s prior work experience includes Senior Vice
President at Energy Solutions, a global energy services company, and Founding Partner at Utaz Investments, a real estate development
company.
There
is no arrangement or understanding between Mr. Hopkins and any other person pursuant to which Mr. Hopkins is to be selected
as an officer of the Company that would require disclosure under Item 401(b) of Regulation S-K. Additionally, there is no family
relationship between Mr. Hopkins and any other person that would require disclosure under Item 401(d) of Regulation S-K. Mr. Hopkins
has not entered into any related party transactions with the Company that are required to be disclosed pursuant to Item 404(a) of
Regulation S-K.
On
September 16, 2025, Mr. Hopkins entered into an Executive Employment Agreement (the “Employment Agreement”) with the Company.
As compensation for Mr. Hopkins’s service as the Company’s Chief Executive Officer, he received a stock grant in the amount
250,000,000 shares of the Company’s common stock. Pursuant to the terms of the Employment Agreement, Mr. Hopkins will also be subject
to confidentiality and other standard restrictions. The foregoing description of the Employment Agreement does not purport to be complete
and is qualified in its entirety by reference to the Employment Agreement which is filed as Exhibit 10.2 to this Current Report on Form
8-K.
Item
7.01 Regulation FD Disclosure.
On
September 17, 2025, HUMBL issued a press release announcing Mr. Hopkins as the Chief Executive Officer of the Company. The press release
contains additional biographical information about Mr. Hopkins. The press release is furnished with this Form 8-K as Exhibit 99.1. Pursuant
to General Instruction B.2 of Form 8-K, this exhibit is “furnished” and not “filed” for purposes of Section 18
of the Securities Exchange Act of 1934.
Item
9.01 Financial Statements and Exhibits.
| |
Exhibits |
|
|
| |
|
|
|
| |
10.1 |
|
Settlement
Agreement dated September 11, 2025 |
| |
10.2 |
|
Executive Employment Agreement with Gregory Hopkins dated September 16, 2025 |
| |
99.1 |
|
Press Release dated September 17, 2025 |
| |
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 Company has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
| Date:
September 17, 2025 |
HUMBL,
Inc. |
| |
|
|
| |
By: |
/s/
Jeffrey Hinshaw |
| |
|
Jeffrey Hinshaw, CFO |
