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.
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 | ||