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 July 21, 2025, HUMBL, Inc. (“HUMBL”) entered into a Termination Agreement with Multicortex, LLC (“Multicortex”). HUMBL and Multicortex previously entered into a Joint Venture Agreement on April 3, 2025 (the “JV Agreement”). Pursuant to the terms of the JV Agreement, Multicortex would become a 51% subsidiary of HUMBL pending payment of the $3,000,000 purchase price, and HUMBL would pay 15% of any Regulation A+ offering proceeds to Multicortex (up to $3,000,000). The parties entered into the Termination Agreement to terminate and restructure the JV Agreement.
As part of the Termination Agreement, HUMBL received an option to purchase 51% of Multicortex for $3,000,000 exercisable for a period of one year. In addition, HUMBL’s obligation to pay 15% of Regulation A+ proceeds to Multicortex was terminated. HUMBL believes that the Termination Agreement is a superior option to the Joint Venture Agreement because it still provides HUMBL the ability to purchase a controlling interest in Multicortex, but with the added flexibility of full control of any proceeds from a Regulation A+ offering and more time to evaluate Multicortex’s business prospects. The HUMBL common shares issued to the founders of Multicortex will also be cancelled as part of the Termination Agreement. In addition, the parties agreed in the Termination Agreement that HUMBL would continue to provide introductions and sales support for Multicortex and to work together in good faith to negotiate appropriate sales commissions.
The foregoing descriptions of the Termination Agreement 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.
Item 9.01 Financial Statements and Exhibits.
| Exhibits | |||
| 10.1 | Termination Agreement dated July 21, 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: July 25, 2025 | HUMBL, Inc. | |
| By: | /s/ Thiago Moura | |
| Thiago Moura | ||
| President and CEO | ||