UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
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Item 1.01 Entry into a Material Definitive Agreement.
On October 3, 2023, the registrant, HUMBL, Inc. (“HUMBL”) entered into a Securities Purchase Agreement (the “Purchase Agreement”) with Pacific Lion LLC (“Pacific Lion”). Pursuant to the Purchase Agreement, Pacific Lion agreed to purchase shares of to-be-created Series C Preferred Stock (“Series C Stock”) in accordance with a set funding schedule. Pacific Lion agreed to purchase $300,000 in Series C Stock for each month from October 2023 through March 2024, as well as purchase an additional $240,000 in Series C Stock for the month of November 2023. Under the terms of the Purchase Agreement, HUMBL and Pacific Lion also entered into an Investor Rights Agreement.
In accordance with the terms of the Purchase Agreement and the Investors Rights Agreement, (i) 20,000 shares of Series C Stock have been designated that have no voting rights and that have mandatory conversion upon HUMBL listing on a national exchange within two years from the date the first Series C Stock is first issued and voluntary conversion if such shares are not listed on a national exchange but not earlier than the end of such two year period and in each case at a 25% discount from the listing price and public trading price, respectively, (ii) a prohibition on variable discount rate financings with any new investors, (iii) a 12-month lock-up/leak-out agreement for holders of the Series C Stock s that will take effect subsequent to HUMBL uplisting on a national exchange and (iv) registration rights after conversion of the Series C Stock following an uplist of HUMBL’s common stock to a national exchange.
The foregoing description of the Purchase Agreement, the Investor Rights Agreement and the Series C designation under the HUMBL’s Certificate of Incorporation does not purport to be complete and is qualified in its entirety by reference to the Purchase Agreement, the Investor Rights Agreement and the Certificate of Designation which are filed as Exhibits 10.,1, 10.2 and 10.3, respectively, to this Current Report on Form 8-K.
HUMBL issued a press release addressing the terms of the Purchase Agreement, the Investor Rights Agreement and the Series C Certificate of Designation which is attached hereto as Exhibit 99.1.
In addition, HUMBL entered into a Letter Agreement dated October 9, 2023, providing Pacific Lion with a right of first refusal prior to issuing any shares of HUMBL’s common stock in connection with HUMBL’s debt consolidation efforts. The foregoing description of the Letter Agreement does not purport to be complete and is qualified in its entirety by reference to the Letter Agreement filed as Exhibit 10.4 to this Current Report on Form 8-K.
Item 9.01 Financial Statements and Exhibits.
| Exhibits | |||
| 10.1 | Securities Purchase Agreement dated October 3, 2023 between HUMBL and Pacific Lion LLC | ||
10.2 |
Investor Rights Agreement dated October 11, 2023, between HUMBL and Pacific Lion LLC | ||
| 10.3 |
| ||
| 10.4 | Letter Agreement dated October 9, 2023 between HUMBL and Pacific Lion LLC | ||
| 99.1 | Press Release Dated October 11, 2023 | ||
| 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: October 13, 2023 | HUMBL, Inc. | |
| By: | /s/ Brian Foote | |
| Brian Foote | ||
| President and CEO | ||