HUMBL (HMBL) adds $550K convertible note, tech license and new Chairman

Rhea-AI Filing Summary

HUMBL, Inc. disclosed that it issued a $550,000 convertible promissory note to H-Cap Investments, LLC for a purchase price of $500,000. The note matures in 12 months, carries a 10% original issue discount, bears 10% annual interest, and can convert into common stock at 65% of the lowest closing trade price over the 10 trading days before each conversion date. The purchase price is funded in three tranches: $125,000 by December 31, 2025, $125,000 by January 15, 2026, and $250,000 by February 1, 2026.

The company also entered a 90-day, royalty-free license agreement with TAP, Inc. to use TAP’s technology platform in real estate tokenization while the parties negotiate a longer-term license. In governance changes, HUMBL appointed its CEO, Gregory Hopkins, to the board of directors and named him Chairman, filling the vacancy created by Thiago Moura’s resignation.

Insights

Capital structure and governance analyst

HUMBL adds discounted convertible debt financing and consolidates leadership roles.

HUMBL issued a $550,000 convertible promissory note to H-Cap Investments, LLC for a $500,000 purchase price, embedding a 10% original issue discount plus 10% annual interest. The conversion feature allows H-Cap to convert at 65% of the lowest closing trade price over the prior 10 trading days to a conversion date, which creates a variable‑price mechanism tied to the company’s common stock.

The funding is tranched, with $125,000 due by December 31, 2025, another $125,000 by January 15, 2026, and $250,000 by February 1, 2026, so actual cash received depends on these scheduled payments. Over the 12‑month term, the combination of discount, interest, and potential share issuance concentrates risk around future trading prices and the company’s ability to manage conversions.

Separately, HUMBL entered a 90‑day, royalty‑free license with TAP, Inc. for technology used in real estate tokenization, with an intent to negotiate a longer‑term license. The company also appointed its CEO, Gregory Hopkins, to the board and named him Chairman, consolidating executive and board leadership while confirming there are no disclosable related‑party or family relationships under the cited Regulation S‑K items.

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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): December 29, 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 December 29, 2025, HUMBL, Inc. (the “Company”) issued a $550,000 Convertible Promissory Note (the “Note”) to H-Cap Investments, LLC. The purchase price for the Note was $500,000. The Note is due in 12 months from the issuance date, has an original interest discount of 10%, bears interest at the rate of 10% per year, and is convertible into Company common stock at 65% of the lowest closing trade price of the common stock in the ten (10) trading days immediately preceding the applicable conversion date. The purchase price for the Note is payable as follows: (a) $125,000 on or before December 31, 2025; (b) $125,000 on or before January 15, 2026; and (iii) $250,000 on or before February 1, 2026.

The foregoing description of the Note does not purport to be complete and is qualified in its entirety by reference to the Note which is filed as Exhibit 10.1 to this Current Report on Form 8-K.

On December 30, 2025, the Company entered into a License Agreement (the “License Agreement”) with TAP, Inc. (“TAP”). Pursuant to the License Agreement, the Company licensed from TAP the right to use TAP’s technology platform for use in the vertical of real estate tokenization. The License Agreement lasts for a period of 90 days, during such 90-day period the parties intend to negotiate and finalize a longer-term license to use the TAP technology. The Company has the right to use the licensed technology royalty free during the term.

The foregoing description of the License Agreement does not purport to be complete and is qualified in its entirety by reference to the License Agreement which is filed as Exhibit 10.2 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 December 30, 2025, the Company appointed Gregory Hopkins to the board of directors to fill the vacancy left by the resignation of Thiago Moura. Mr. Hopkins was also appointed as the Chairman of the board of directors. Mr. Hopkins brings extensive experience across public companies, private enterprises, and government service. Mr. Hopkins is also currently serving as the Company’s Chief Executive Officer.

There is no arrangement or understanding between Mr. Hopkins and any other person pursuant to which Mr. Hopkins is to be selected as a director 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.

Item 9.01 Financial Statements and Exhibits.

	Exhibits
	10.1		Convertible Promissory Note dated December 29, 2025 issued by HUMBL, Inc. in favor of H-Cap Investments, LLC
	10.2		License Agreement dated December 30, 2025 between HUMBL, Inc. and TAP, Inc.
	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: December 31, 2025	HUMBL, Inc.
	By:	/s/ Gregory Hopkins
		Gregory Hopkins, CEO

FAQ

What financing did HUMBL, Inc. (HMBL) enter into on December 29, 2025?

HUMBL issued a convertible promissory note with a face amount of $550,000 to H-Cap Investments, LLC for a purchase price of $500,000. The note has a 10% original issue discount, bears 10% annual interest, and matures 12 months from the issuance date.

How is the HUMBL (HMBL) convertible note priced and when does it mature?

The note is convertible into HUMBL common stock at 65% of the lowest closing trade price of the stock during the 10 trading days immediately before each conversion date. It is due 12 months from its December 29, 2025 issuance date.

When will HUMBL receive the cash for the $550,000 convertible note?

The $500,000 purchase price is scheduled in three tranches: $125,000 on or before December 31, 2025, $125,000 on or before January 15, 2026, and $250,000 on or before February 1, 2026.

What is the TAP, Inc. license agreement disclosed by HUMBL (HMBL)?

On December 30, 2025, HUMBL entered a License Agreement with TAP, Inc., licensing TAP’s technology platform for use in real estate tokenization. The license lasts 90 days and HUMBL can use the technology royalty free during this period while the parties work to negotiate a longer-term license.

What board and management changes did HUMBL, Inc. report?

HUMBL appointed Gregory Hopkins to its board of directors on December 30, 2025 to fill the vacancy left by Thiago Moura’s resignation and also named him Chairman of the board. Hopkins is already serving as HUMBL’s Chief Executive Officer.

Did HUMBL disclose any related-party or family relationships for its new Chairman?

HUMBL stated there is no arrangement or understanding under Item 401(b) of Regulation S‑K for Gregory Hopkins’ selection as director, no disclosable family relationship under Item 401(d), and no related-party transactions requiring disclosure under Item 404(a).