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): 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<br> 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<br> Securities Act (17 CFR 230.425) | |
|---|---|---|
| ☐ | Soliciting material pursuant to Rule 14a-12 under the<br> Exchange Act (17 CFR 240.14a-12) | |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b)<br> under the Exchange Act (17 CFR 240.14d-2(b)) | |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c)<br> 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<br> $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. ☐
Item1.01 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.
Item5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements ofCertain 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.
Item9.01 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<br> 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 |
Exhibit10.1
CONVERTIBLEPROMISSORY NOTE
| Effective<br> Date: December 29, 2025 | U.S.<br> $550,000.00 |
|---|
FOR VALUE RECEIVED, HUMBL, Inc., a Delaware corporation (“Borrower”), promises to pay to H-Cap Investments, LLC, a Utah limited liability company, or its successors or assigns (“Lender”), $550,000.00 and any interest, fees, charges, and late fees accrued hereunder on the date that is twelve (12) months after the Purchase Price Date (the “Maturity Date”). This Convertible Promissory Note (this “Note”) is issued and made effective as of December 29, 2025 (the “Effective Date”). This Note is issued pursuant to that certain Securities Purchase Agreement dated December 29, 2025, as the same may be amended from time to time, by and between Borrower and Lender (the “Purchase Agreement”). Certain capitalized terms used herein are defined in Attachment 1 attached hereto and incorporated herein by this reference.
This Note carries an OID of $50,000.00. The OID is included in the initial principal amount and is deemed fully earned as of the Effective Date. The purchase price for this Note shall be $500,000.00 (the “Purchase Price”), computed as follows: $550,000.00 original principal balance, less the OID. The Purchase Price shall be payable by Lender by wire transfer of immediately available funds.
1. Payment; Prepayment; Interest.
1.1. Payment. All payments owing hereunder shall be in lawful money of the United States of America or Conversion Shares (as defined below), as provided for herein, and delivered to Lender at the address or bank account furnished to Borrower for that purpose. All payments shall be applied first to (a) costs of collection, if any, then to (b) fees and charges, if any, then to (c) accrued and unpaid interest, and thereafter, to (d) principal.
1.2. Prepayment. Notwithstanding the foregoing, Borrower shall have the right to prepay all or any portion of the Outstanding Balance (less such portion of the Outstanding Balance for which Borrower has received a Conversion Notice (as defined below) from Lender where the applicable Conversion Shares have not yet been delivered).
1.3. Interest. Interest will accrue on the Outstanding Balance at the rate of 10% per annum simple interest.
2. Security. This Note is unsecured.
3. Conversion. Lender has the right at any time after the six-month anniversary of the Effective Date until the Outstanding Balance has been paid in full, at its election, to convert (“Conversion”) all or any portion of the Outstanding Balance into shares (each instance of conversion is referred to herein as a “Conversion Shares”) of fully paid and non-assessable common stock, $0.00001 par value per share (the “Common Stock”), of Borrower as per the following conversion formula: the number of Conversion Shares equals the amount being converted (the “Conversion Amount”) divided by the Conversion Price. Conversion notices in the form attached hereto as Exhibit A (each, a “Conversion Notice”) may be effectively delivered to Borrower by any method set forth in the “Notices” Section of the Purchase Agreement, and all Conversions shall be cashless and not require further payment from Lender. Borrower shall deliver the Conversion Shares from any Conversion to Lender in accordance with Section 8 below.
4. Defaults and Remedies.
4.1. Defaults. The following are events of default under this Note (each, an “Event of Default”): (a) Borrower fails to pay any principal, interest, fees, charges, or any other amount when due and payable hereunder; (b) Borrower fails to deliver any Conversion Shares in accordance with the terms hereof; (c) a receiver, trustee or other similar official shall be appointed over Borrower or a material part of its assets and such appointment shall remain uncontested for twenty (20) days or shall not be dismissed or discharged within sixty (60) days; (d) Borrower becomes insolvent or generally fails to pay, or admits in writing its inability to pay, its debts as they become due, subject to applicable grace periods, if any; (e) Borrower makes a general assignment for the benefit of creditors; (f) Borrower files a petition for relief under any bankruptcy, insolvency or similar law (domestic or foreign); (g) an involuntary bankruptcy proceeding is commenced or filed against Borrower; (h) Borrower fails to observe or perform any covenant set forth in Section 4 of the Purchase Agreement; (i) any representation, warranty or other statement made or furnished by or on behalf of Borrower or any pledgor, trustor, or guarantor of this Note to Lender herein, in any Transaction Document, or otherwise in connection with the issuance of this Note is false, incorrect, incomplete or misleading in any material respect when made or furnished; or (j) any money judgment, writ or similar process is entered or filed against Borrower or any subsidiary of Borrower or any of its property or other assets for more than $1,000,000.00, and shall remain unvacated, unbonded or unstayed for a period of twenty (20) calendar days unless otherwise consented to by Lender.
4.2. Remedies. At any time and from time to time after Lender becomes aware of the occurrence of any Event of Default, Lender may accelerate this Note by written notice to Borrower, with the Outstanding Balance becoming immediately due and payable in cash at the Mandatory Default Amount. Notwithstanding the foregoing, at any time following the occurrence of any Event of Default, Lender may, at its option, elect to increase the Outstanding Balance by applying the Default Effect (subject to the limitation set forth below) via written notice to Borrower without accelerating the Outstanding Balance, in which event the Outstanding Balance shall be increased as of the date of the occurrence of the applicable Event of Default pursuant to the Default Effect, but the Outstanding Balance shall not be immediately due and payable unless so declared by Lender (for the avoidance of doubt, if Lender elects to apply the Default Effect pursuant to this sentence, it shall reserve the right to declare the Outstanding Balance immediately due and payable at any time and no such election by Lender shall be deemed to be a waiver of its right to declare the Outstanding Balance immediately due and payable as set forth herein unless otherwise agreed to by Lender in writing). Notwithstanding the foregoing, upon the occurrence of any Event of Default described in clauses (d), (e), (f), or (g) of Section 4.1, the Outstanding Balance as of the date of acceleration shall become immediately and automatically due and payable in cash at the Mandatory Default Amount, without any written notice required by Lender. At any time following the occurrence of any Event of Default, upon written notice given by Lender to Borrower, interest shall accrue on the Outstanding Balance beginning on the date the applicable Event of Default occurred at an interest rate equal to the lesser of eighteen percent (18%) per annum or the maximum rate permitted under applicable law (“Default Interest”). For the avoidance of doubt, Lender may continue making Conversions at any time following an Event of Default until such time as the Outstanding Balance is paid in full. In connection with acceleration described herein, Lender need not provide, and Borrower hereby waives, any presentment, demand, protest or other notice of any kind, and Lender may immediately and without expiration of any grace period enforce any and all of its rights and remedies hereunder and all other remedies available to it under applicable law. Such acceleration may be rescinded and annulled by Lender at any time prior to payment hereunder and Lender shall have all rights as a holder of the Note until such time, if any, as Lender receives full payment pursuant to this Section 4.2. No such rescission or annulment shall affect any subsequent Event of Default or impair any right consequent thereon. Nothing herein shall limit Lender’s right to pursue any other remedies available to it at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief with respect to Borrower’s failure to timely deliver Conversion Shares upon Conversion of the Note as required pursuant to the terms hereof.
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5. Unconditional Obligation; No Offset. Borrower acknowledges that this Note is an unconditional, valid, binding and enforceable obligation of Borrower not subject to offset, deduction or counterclaim of any kind. Borrower hereby waives any rights of offset it now has or may have hereafter against Lender, its successors and assigns, and agrees to make the payments or Conversions called for herein in accordance with the terms of this Note.
6. Waiver. No waiver of any provision of this Note shall be effective unless it is in the form of a writing signed by the party granting the waiver. No waiver of any provision or consent to any prohibited action shall constitute a waiver of any other provision or consent to any other prohibited action, whether or not similar. No waiver or consent shall constitute a continuing waiver or consent or commit a party to provide a waiver or consent in the future except to the extent specifically set forth in writing.
7. Adjustment of Conversion Price. Without limiting any provision hereof, if Borrower at any time on or after the Effective Date subdivides (by any stock split, stock dividend, recapitalization or otherwise) one or more classes of its outstanding Common Stock into a greater number of shares, the Conversion Price in effect immediately prior to such subdivision will be proportionately reduced. Without limiting any provision hereof, if Borrower at any time on or after the Effective Date combines (by combination, reverse stock split or otherwise) one or more classes of its outstanding Common Stock into a smaller number of shares, the Conversion Price in effect immediately prior to such combination will be proportionately increased. Any adjustment pursuant to this Section 7 shall become effective immediately after the effective date of such subdivision or combination.
8. Method of Conversion Share Delivery. On or before the close of business on the second (2^nd^) Trading Day following the date of delivery of a Conversion Notice (the “Delivery Date”), Borrower shall, provided it is DWAC Eligible at such time and such Conversion Shares are eligible for delivery via DWAC, deliver or cause its transfer agent to deliver the applicable Conversion Shares electronically via DWAC to the account designated by Lender in the applicable Conversion Notice. If Borrower is not DWAC Eligible or such Conversion Shares are not eligible for delivery via DWAC, it shall deliver to Lender or its broker (as designated in the Conversion Notice), via reputable overnight courier, a certificate representing the number of shares of Common Stock equal to the number of Conversion Shares to which Lender shall be entitled, registered in the name of Lender or its designee. For the avoidance of doubt, Borrower has not met its obligation to deliver Conversion Shares by the Delivery Date unless Lender or its broker, as applicable, has actually received the certificate representing the applicable Conversion Shares no later than the close of business on the relevant Delivery Date pursuant to the terms set forth above. Moreover, and notwithstanding anything to the contrary herein or in any other Transaction Document, in the event Borrower or its transfer agent refuses to deliver any Conversion Shares without a restrictive securities legend to Lender on grounds that such issuance is in violation of Rule 144 under the Securities Act of 1933, as amended (“Rule 144”), Borrower shall deliver or cause its transfer agent to deliver the applicable Conversion Shares to Lender with a restricted securities legend, but otherwise in accordance with the provisions of this Section 8. In conjunction therewith, Borrower will also deliver to Lender a written explanation from its counsel or its transfer agent’s counsel opining as to why the issuance of the applicable Conversion Shares violates Rule 144.
9. Conversion Delays. If Borrower fails to deliver Conversion Shares in accordance with the timeframe stated in Section 8, Lender may at any time prior to receiving the applicable Conversion Shares rescind in whole or in part such Conversion, with a corresponding increase to the Outstanding Balance (any returned amount will tack back to the Purchase Price Date for purposes of determining the holding period under Rule 144). In addition, for each Conversion, in the event that Conversion Shares are not delivered by the third (3^rd^) Trading Day (inclusive of the day of the Conversion), a late fee equal to 2% of the applicable Conversion Share Value rounded to the nearest multiple of $100.00 but with a floor of $500.00 per day (but in any event the cumulative amount of such late fees for each Conversion shall not exceed 200% of the applicable Conversion Share Value) will be assessed for each day after the third (3^rd^) Trading Day (inclusive of the day of the Conversion) until Conversion Share delivery is made; and such late fee will be added to the Outstanding Balance (such fees, the “Conversion Delay Late Fees”).
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10. Ownership Limitation. Notwithstanding anything to the contrary contained in this Note or the other Transaction Documents, Borrower shall not effect any conversion of this Note to the extent that after giving effect to such conversion would cause Lender (together with its affiliates) to beneficially own a number of shares exceeding 4.99% of the number of shares of Common Stock outstanding on such date (including for such purpose the Common Stock issuable upon such issuance) (the “Maximum Percentage”). For purposes of this section, beneficial ownership of Common Stock will be determined pursuant to Section 13(d) of the 1934 Act. By written notice to Borrower, Lender may increase, decrease or waive the Maximum Percentage as to itself but any such waiver will not be effective until the 61st day after delivery thereof. The foregoing 61-day notice requirement is enforceable, unconditional and non-waivable and shall apply to all affiliates and assigns of Lender.
11. Opinion of Counsel. In the event that an opinion of counsel is needed for any matter related to this Note, Lender has the right to have any such opinion provided by its counsel.
12. Governing Law; Venue. This Note shall be construed and enforced in accordance with, and all questions concerning the construction, validity, interpretation and performance of this Note shall be governed by, the internal laws of the State of California, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of California or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of California. The provisions set forth in the Purchase Agreement to determine the proper venue for any disputes are incorporated herein by this reference.
13. Cancellation. After repayment or conversion of the entire Outstanding Balance, this Note shall be deemed paid in full, shall automatically be deemed canceled, and shall not be reissued.
14. Amendments. The prior written consent of both parties hereto shall be required for any change or amendment to this Note.
15. Assignments. Borrower may not assign this Note without the prior written consent of Lender. This Note and any Common Stock issued upon conversion of this Note may be offered, sold, assigned or transferred by Lender without the consent of Borrower.
16. Notices. Whenever notice is required to be given under this Note, unless otherwise provided herein, such notice shall be given in accordance with the subsection of the Purchase Agreement titled “Notices.”
17. Liquidated Damages. Lender and Borrower agree that in the event Borrower fails to comply with any of the terms or provisions of this Note, Lender’s damages would be uncertain and difficult (if not impossible) to accurately estimate because of the parties’ inability to predict future interest rates, future share prices, future trading volumes and other relevant factors. Accordingly, Lender and Borrower agree that any fees, balance adjustments, Default Interest or other charges assessed under this Note are not penalties but instead are intended by the parties to be, and shall be deemed, liquidated damages (under Lender’s and Borrower’s expectations that any such liquidated damages will tack back to the Purchase Price Date for purposes of determining the holding period under Rule 144).
18. Severability. If any part of this Note is construed to be in violation of any law, such part shall be modified to achieve the objective of Borrower and Lender to the fullest extent permitted by law and the balance of this Note shall remain in full force and effect.
[Remainderof page intentionally left blank; signature page follows]
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IN WITNESS WHEREOF, Borrower has caused this Note to be duly executed as of the Effective Date.
| BORROWER: | |
|---|---|
| HUMBL, Inc. | |
| By: | |
| Greg Hopkins, CEO |
ACKNOWLEDGED, ACCEPTED AND AGREED:
LENDER:
H-CapInvestments, LLC
| By: |
|---|
[SignaturePage to Convertible Promissory Note]
ATTACHMENT1
DEFINITIONS
For purposes of this Note, the following terms shall have the following meanings:
A1. “Closing Bid Price” and “Closing Trade Price” means the last closing bid price and last closing trade price, respectively, for the Common Stock on its principal market, as reported by Bloomberg, or, if its principal market begins to operate on an extended hours basis and does not designate the closing bid price or the closing trade price (as the case may be) then the last bid price or last trade price, respectively, of the Common Stock prior to 4:00:00 p.m., New York time, as reported by Bloomberg, or, if its principal market is not the principal securities exchange or trading market for the Common Stock, the last closing bid price or last trade price, respectively, of the Common Stock on the principal securities exchange or trading market where the Common Stock is listed or traded as reported by Bloomberg, or if the foregoing do not apply, the last closing bid price or last trade price, respectively, of the Common Stock in the over-the-counter market on the electronic bulletin board for the Common Stock as reported by Bloomberg, or, if no closing bid price or last trade price, respectively, is reported for the Common Stock by Bloomberg, the average of the bid prices, or the ask prices, respectively, of any market makers for the Common Stock as reported by OTC Markets Group, Inc., and any successor thereto. If the Closing Bid Price or the Closing Trade Price cannot be calculated for the Common Stock on a particular date on any of the foregoing bases, the Closing Bid Price or the Closing Trade Price (as the case may be) of the Common Stock on such date shall be the fair market value as mutually determined by Lender and Borrower. All such determinations shall be appropriately adjusted for any stock dividend, stock split, stock combination or other similar transaction during such period.
A2. “Conversion Factor” means 65%.
A3. “Conversion Price” means the Conversion Factor multiplied by the lowest Closing Trade Price during the ten (10) Trading Days immediately preceding the applicable measurement date.
A4. “Default Effect” means multiplying the Outstanding Balance as of the date the applicable Event of Default occurred by five percent (5%), and then adding the resulting product to the Outstanding Balance as of the date the applicable Event of Default occurred, with the sum of the foregoing then becoming the Outstanding Balance under this Note as of the date the applicable Event of Default occurred.
A5. “DTC” means the Depository Trust Company or any successor thereto.
A6. “DTC/FAST Program” means the DTC’s Fast Automated Securities Transfer program.
A7. “DWAC” means the DTC’s Deposit/Withdrawal at Custodian system.
A8. “DWAC Eligible” means that (a) Borrower’s Common Stock is eligible at DTC for full services pursuant to DTC’s operational arrangements, including without limitation transfer through DTC’s DWAC system; (b) Borrower has been approved (without revocation) by DTC’s underwriting department; (c) Borrower’s transfer agent is approved as an agent in the DTC/FAST Program; (d) the Conversion Shares are otherwise eligible for delivery via DWAC; and (e) Borrower’s transfer agent does not have a policy prohibiting or limiting delivery of the Conversion Shares via DWAC.
A9. “Mandatory Default Amount” means the Outstanding Balance following the application of the Default Effect.
A10. “OID” means an original issue discount.
A11. “Outstanding Balance” means as of any date of determination, the Purchase Price, as reduced or increased, as the case may be, pursuant to the terms hereof for payment, Conversion, offset, or otherwise, plus the OID, the Transaction Expense Amount, accrued but unpaid interest, reasonable collection and enforcement costs (including reasonable attorneys’ fees) incurred by Lender, transfer, stamp, issuance and similar taxes and fees related to Conversions, and any other fees or charges (including without limitation Conversion Delay Late Fees) incurred under this Note.
A12. “Purchase Price Date” means the date the first $125,000.00 of the Purchase Price is delivered by Lender to Borrower.
A13. “Trading Day” means any day on which Borrower’s principal market is open for trading.
A14. “VWAP” means the volume weighted average price of the Common Stock on the principal market for a particular Trading Day or set of Trading Days, as the case may be, as reported by Bloomberg.
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| Attachment 1 to Convertible Promissory Note, Page 1 |
| --- |
EXHIBITA
H-Cap Investments, LLC
| HUMBL, Inc. | Date: ___________________ |
|---|
CONVERSIONNOTICE
The above-captioned Lender hereby gives notice to HUMBL, Inc., a Delaware corporation (the “Borrower”), pursuant to that certain Convertible Promissory Note made by Borrower in favor of Lender on December 29, 2025 (the “Note”), that Lender elects to convert the portion of the Note balance set forth below into fully paid and non-assessable Common Stock of Borrower as of the date of conversion specified below. Said conversion shall be based on the Conversion Price set forth below. In the event of a conflict between this Conversion Notice and the Note, the Note shall govern, or, in the alternative, at the election of Lender in its sole discretion, Lender may provide a new form of Conversion Notice to conform to the Note. Capitalized terms used in this notice without definition shall have the meanings given to them in the Note.
| A. | Date of Conversion:<br> ____________ |
|---|---|
| B. | Conversion #: ____________ |
| C. | Conversion Amount: ____________ |
| D. | Conversion Price: _______________ |
| E. | Conversion Shares: _______________<br> (C divided by D) |
| F. | Remaining Outstanding Balance<br> of Note: ____________* |
* Subject to adjustments for corrections, defaults, interest and other adjustments permitted by the Transaction Documents (as defined in the Purchase Agreement), the terms of which shall control in the event of any dispute between the terms of this Conversion Notice and such Transaction Documents.
Pleasetransfer the Conversion Shares electronically (via DWAC) to the following account:
| Broker: _______________________________ | Address: |
|---|---|
| DTC#: ________________________________ | |
| Account<br> #: ____________________________ | |
| Account<br> Name: _________________________ |
Sincerely,
Lender:
H-CapInvestments, LLC
| By: |
|---|
Exhibit 10.2
LICENSE AGREEMENT
This License Agreement (the “Agreement”), effective as of December 30, 2025, is entered into by and between HUMBL, Inc., a Delaware corporation (“Licensee”), and TAP, Inc., a Utah corporation (“Licensor”).
A. Licensor has developed, acquired and owns certain patents, trademarks, trade secrets and other intellectual property, including without limitation the technology platform needed to operate the Business (as defined below) (the “Intellectual Property”).
B. Licensor desires to obtain a license from Licensor to use the Intellectual Property and the Intangible Property Rights (as defined below) in connection with its business of real estate asset tokenization (the “Business”) around the world (the “Territory”), all as set forth herein.
NOW, THEREFORE, in consideration of the mutual covenants, representations, warranties, and agreements contained in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:
1. License.
1.1. Grant. Licensor hereby grants to Licensee, and Licensee accepts from Licensor, a worldwide license (the “License”) to use the Intangible Property Rights of Licensor in connection with the Business in the Territory. As used in this Agreement, “IntangibleProperty Rights” means Licensor’s right, title and interest in and to, whether presently existing or hereafter acquired, all: (a) patents; (b) copyrights in any works of authorship; (c) trade secrets and proprietary or confidential business and technical information whether or not protectable by copyright or common law use; (d) proprietary “know-how,” processes, designs, styles, or designations whether or not protectable by copyright, patent, common law use or trade secret right; (e) United States and other trademarks, service marks, trade names and associated goodwill, and registrations or applications for registration of any such marks or names; (f) the Intellectual Property; (h) all goodwill associated with the foregoing; and (i) all other intellectual property rights of the foregoing within the jurisdiction of the Territory.
1.2. Bankruptcy. All rights and licenses granted under or pursuant to this Agreement by Licensor to Licensee are, and shall otherwise be deemed to be, for purposes of Section 365(n) of the United States Bankruptcy Code, or replacement provision therefore (the “Code”), licenses to rights to “intellectual property” as defined in the Code. The parties agree that Licensee shall retain and may fully exercise all of its rights and elections under the Code. The parties further agree that, in the event of the commencement of bankruptcy proceedings by or against Licensor under the Code, Licensee shall be entitled to retain all of its rights under this Agreement.
1.3. No Licensee Fee. Licensee shall have the right to use the License royalty free during the Term (as defined below).
2. Term. The initial term of this Agreement shall commence as of the date hereof and expire on the 90-day anniversary thereof (the “Term”), unless terminated earlier in accordance with Section 3 below. The Parties intend to negotiate a longer-term license during the Term.
3. Termination. This Agreement may be terminated by either party if such party shall reasonably determine that the other party shall have committed a material breach of any of the covenants, terms and provisions of this Agreement or any of the agreements or instruments referenced herein which has not been cured (if cure may be made) within thirty (30) days after written notice to the nonterminating party specifying such breach in reasonable detail.
4. Limited Grant. Nothing contained herein shall be construed as an assignment or grant to Licensee of any right, title or interest in or to the Intangible Property Rights, including but not limited to, any Intellectual Property, patent, copyright, trademark, or trade name, beyond the grant of a limited license within the Territory on the terms specifically and expressly provided for in this Agreement. The grant of the License shall only apply to real estate and not to any other vertical or potential application of the technology. Licensee recognizes the great value of the goodwill contained in and associated with the Intangible Property Rights and acknowledges that the Intangible Property Rights, including but not limited to patents, trade names, trademarks and all rights therein and the goodwill pertaining thereto, belong exclusively to Licensor and that both the trademarks and trade names have a secondary meaning in the minds of the public. Licensee hereby agrees that its every use of Licensor’s trade names, trademarks, patents, copyrights, trade secrets, Intellectual Property, goodwill and other Intangible Property Rights shall inure to the benefit of Licensor and that Licensee shall not at any time acquire any rights in such trade names, patents, trademarks, associated goodwill and other Intangible Property Rights by virtue of any use Licensee may make of the Intangible Property Rights. Licensee agrees that it will not, while this Agreement is in effect or thereafter, attack the title or any rights of Licensor in and to the subject matter of this License, or attack the validity of this License for the use of the Intangible Property Rights, or do anything which would jeopardize or diminish Licensor’s rights to or the value of the Intangible Property Rights, nor shall Licensee assist or aid others in so doing. Licensee shall cooperate with Licensor in preventing any infringement thereof. Licensee further acknowledges that Licensor shall own all right, title and interest in and to any enhancements, updates, improvements, or modifications to the Intellectual Property and the Intangible Property Rights developed by Licensee or any of its employees, contractors or agents.
Non-Disclosure of Trade Secrets and Confidential Information. Licensee acknowledges that the Intangible Property Rights (including but not limited to the Intellectual Property, patents, trade secrets, information, ideas, research, methods, improvements, and copyrighted materials owned or developed by Licensor, whether or not published, confidential or suitable for registration or copyright, and the goodwill associated with them), are and shall remain the sole and exclusive property of Licensor and are provided or revealed to Licensee in trust and confidence. Licensee shall not, either during or subsequent to the term of this Agreement, directly or indirectly divulge to any unauthorized person any information designated as confidential by Licensor, nor will Licensee disclose to anyone or use in any way, other than in the course of the performance of this Agreement, any information regarding Licensor including Licensor’s know-how not known to the general public, whether acquired or developed by Licensee during the course of this Agreement or obtained from Licensor’s employees or other licensees of Licensor. Nor shall Licensee, either during the term of this Agreement or subsequent to it, directly or indirectly publish such information or any of the terms and conditions of this Agreement without the prior written consent of Licensor. Licensee acknowledges that the unauthorized disclosure or use of such information would cause irreparable harm and significant injury to Licensor that would be difficult to ascertain and which would not be compensable by damages alone. Accordingly, Licensee agrees that Licensor has the right to injunctive relief enjoining any breach of this Agreement. The foregoing restrictions, however, shall not apply to information which (a) has become publicly known through no wrongful act of Licensee, (b) has been rightfully received from a third party without restriction or disclosure and without breach of this Agreement, or (c) has been approved for release by written authorization of Licensor.
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6. Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the heirs, executors, administrators, successors, and assigns of the parties; but no assignment shall be binding on either of the parties without the written consent of the other.
7. Independent Contractor Status. Nothing contained in this Agreement shall constitute or be construed to create a relationship of principal and agent, partnership, joint venture, or employment between Licensee and Licensor. Licensee shall not act or represent itself, directly or by implication, as an agent of Licensor or of any other licensee of Licensor. Licensee shall not create or attempt to create any obligation on behalf of or in the name of Licensor or any other licensee of Licensor.
8. Complete Agreement and Modification. This Agreement contains the entire understanding and agreement between the parties with respect to the subject matter hereof; and there is no covenant, warranty, representation, condition, promise, or understanding of any nature whatsoever, expressed or implied, other than as expressly set forth in this Agreement. No modification or waiver of this Agreement or any provision thereof shall be valid unless in writing and signed by all parties.
9. Governing Law; Venue. This Agreement shall be governed by and construed in accordance with the laws of Utah applicable to contracts executed and performed wholly in such state. The parties hereto hereby exclusively and irrevocably submit to, and waive any objection against, the exclusive jurisdiction and venue of any State or Federal court sitting in the State of Utah over any proceeding arising out of or relating to this Agreement.
10. Construction of Language. The language of this Agreement shall be construed according to its fair meaning and not strictly for or against either party. All words in this Agreement refer to whatever number or gender the context requires; if more than one party or person is referred to as Licensee, their obligations and liabilities shall be joint and several. Headings are for reference purposes and do not control.
11. Further Assurances. Licensor and Licensee shall at any time and from time to time after the date hereof, upon the request of the other, do, execute, acknowledge, and deliver, all such further acts, documents, instruments, powers of attorney and assurances as may be reasonably necessary or advisable to carry out their respective obligations and to vest in the other parties the benefits intended to be conferred upon them under this Agreement or any exhibit, document, certificate or other written instrument delivered pursuant hereto.
12. Severability. Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall be ineffective in such jurisdiction only to the extent of such prohibition or unenforceability without affecting the remaining provisions of this Agreement.
13. Waiver. The waiver by a party of any breach of any term, covenant or condition contained in this Agreement shall not be deemed to be a waiver of such term, covenant or condition contained in this Agreement. The subsequent acceptance by a party of performance by the other shall not be deemed to be a waiver of any preceding breach of any term, covenant or condition of this Agreement, other than failure to perform the particular duties so accepted, regardless of knowledge of such preceding breach at the time of acceptance of the performance.
14. Counterparts. This Agreement may be executed in any number of counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument.
15. Attorneys’ Fees. In the event that any dispute between the parties to this Agreement should result in litigation, the prevailing party in such dispute shall be entitled to recover from the losing party all fees, costs and expenses of enforcing any right of such prevailing party under or with respect to this Agreement, including without limitation, such reasonable fees and expenses of attorneys, which shall include, without limitation, all fees, costs and expenses of appeals.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement to be effective as of the day and year first written above.
| LICENSOR: | |
|---|---|
| TAP,<br> Inc. | |
| By: | |
| Brian Foote, CEO | |
| LICENSEE: | |
| HUMBL,<br> Inc. | |
| By: | |
| Gregory<br>Hopkins, CEO |
[SignaturePage to License Agreement]