8-K
TAP REAL ESTATE TECHNOLOGIES, INC. (RWAX)
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 21, 2022
HUMBL,
INC.
(Exact name of registrant as specified in its charter)
| Delaware | 000-31267 | 91-2948019 |
|---|---|---|
| (State<br> of other jurisdiction | (Commission | (IRS<br> Employer |
| of<br> incorporation) | File<br> Number) | Identification<br> No.) |
| 600<br> B Street | ||
| --- | --- | |
| Suite<br> 300 | ||
| San<br> Diego, CA | 92101 | |
| (Address<br> of principal executive offices) | (Zip<br> 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<br> communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
|---|---|---|
| ☐ | Soliciting<br> material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
| ☐ | Pre-commencement<br> 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<br> Stock | HMBL | OTCQB |
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. ☐
Item1.01 Entry into a Material Definitive Agreement.
On September 21, 2022, HUMBL, Inc. (“HUMBL”) entered into four Global Amendments (“Global Amendments”) that amended four Securities Purchase Agreements dated August 11, 2022 (the “Purchase Agreements”). Under the terms of the Purchase Agreements, HUMBL sold 29,625,000 shares of its common stock and warrants to purchase 59,250,000 shares of its common stock (the “Warrant Shares”) for a total purchase price of $1,185,000 ($0.04 per share). The warrants are exercisable for a period of three years and are cash exercise only warrants. Of the Warrant Shares, 50,362,500 are exercisable at an exercise price of $0.075 and 8,887,500 are exercisable at an exercise price of $0.10.
The Global Amendments (i) reduced the aggregate purchase price under the Purchase Agreements to $575,000, (ii) revised the closing date to September 29, 2022 instead of August 25, 2022, (iii) increased the number of Shares purchased under the Purchase Agreement to 38,333,333 shares of HUMBL common stock ($0.015 per share), (iv) increased the total number of Warrant Shares to 76,666,666, (v) decreased the exercise price on 38,333,333 Warrant Shares to $0.04, and (vi) decreased the exercise price on 38,333,333 Warrant Shares to $0.03.
The foregoing description of the Global Amendments does not purport to be complete and is qualified in its entirety by reference to the form of Global Amendment which is filed as Exhibit 10.1 to this Current Report on Form 8-K.
Item3.02 Unregistered Sale of Equity Securities.
The sale of the securities under the Purchase Agreement was exempt from registration under Section 4(a)(2) of the Securities Act of 1933. The information contained in Item 2.01, above, is hereby incorporated by reference into this Item 3.02.
Item9.01 Financial Statements and Exhibits.
| Exhibits | |
|---|---|
| 10.1 | Form of Global Amendment |
| 104 | Cover<br> Page interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| Date:<br> September 27, 2022 | HUMBL, Inc. | |
|---|---|---|
| By: | /s/ Brian Foote | |
| Brian<br> Foote | ||
| President<br> and CEO |
Exhibit10.1
GLOBALAMENDMENT
This Global Amendment (this “Amendment”) is entered into effective as of September 21, 2022, by and between [________] (“Investor”), and HUMBL, Inc., a Delaware corporation (“Company”). Capitalized terms used herein but not otherwise defined in this Agreement shall have the meanings set forth in the Purchase Agreement (as defined below).
A. Company and Investor previously entered into that certain Securities Purchase Agreement dated August 11, 2022 (the “Purchase Agreement”).
B. Company agreed pursuant to the Purchase Agreement to Issue to Investor two Warrants to Purchase Shares of Common Stock (the “Warrant #1”, and “Warrant #2”, and together with the Purchase Agreement, the “Agreements”) and shares of Company’s common stock.
C. Company and Investor have agreed, subject to the terms, amendments, conditions and understandings expressed in this Amendment, to make certain amendments to the Agreements.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:
Recitals. Each of the parties hereto acknowledges and agrees that the recitals set forth above in this Amendment are true and accurate and are hereby incorporated into and made a part of this Amendment.
Purchase Price. The Purchase Price is hereby reduced to $[_______].
Closing Date. The Closing Date is hereby changed to September 29, 2022.
Number of Shares. The number of Shares purchased under the Purchase Agreement is hereby reduced to [________].
5. Warrant #1. The Warrant #1 Exercise Price (as defined in Warrant #1) is hereby reduced to $0.03 per share. The number of Warrant Shares exercisable under Warrant #1 is hereby reduced [_______].
6. Warrant #2. The Warrant #2 Exercise Price (as defined in Warrant #2) is hereby reduced to $0.04 per share. The number of Warrant Shares exercisable under Warrant #2 is hereby increased to [________].
Other Terms Unchanged. The Agreements, as amended by this Amendment, remain and continue in full force and effect, constitutes legal, valid, and binding obligations of each of the parties, and are in all respects agreed to, ratified, and confirmed. Any reference to the Agreements after the date of this Amendment is deemed to be a reference to the Agreements as amended by this Amendment. If there is a conflict between the terms of this Amendment and the Agreements, the terms of this Amendment shall control.
Representations and Warranties of Company. Company has full power, authority, and capacity, and has obtained all licenses, authorizations, approvals, consents, or permits required by applicable laws or otherwise, to enter into this Amendment and to perform all of Company’s obligations under this Amendment.
No Reliance. Investor acknowledges and agrees that neither Company nor any of its officers, directors, members, managers, equity holders, representatives or agents has made any representations or warranties to Investor or any of its agents, representatives, officers, directors, or employees except as expressly set forth in this Amendment and the Agreement and, in making its decision to enter into the transactions contemplated by this Amendment, Investor is not relying on any representation, warranty, covenant or promise of Company or its officers, directors, members, managers, equity holders, agents or representatives other than as set forth in this Amendment.
Counterparts. This Amendment may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one instrument. The parties hereto confirm that any electronic copy of another party’s executed counterpart of this Amendment (or such party’s signature page thereof) will be deemed to be an executed original thereof.
Further Assurances. Each party shall do and perform or cause to be done and performed, all such further acts and things, and shall execute and deliver all such other agreements, certificates, instruments and documents, as the other party may reasonably request in order to carry out the intent and accomplish the purposes of this Amendment and the consummation of the transactions contemplated hereby.
[Remainderof page intentionally left blank]
| 2 |
| --- |
IN WITNESS WHEREOF, the undersigned have executed this Amendment as of the date set forth above.
| INVESTOR: | |
|---|---|
| [___________] | |
| By: | |
| [_________] | |
| COMPANY: | |
| HUMBL,<br> Inc. | |
| By: | |
| Jeffrey<br> Hinshaw, COO |
[SignaturePage to Global Amendment]