8-K - RWAX - Equibles

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): February 28, 2025

HUMBL,Inc.

(Exact name of registrant as specified in its charter)

Delaware	000-31267	27-1296318
(State<br> or other jurisdiction	(Commission	(IRS<br> Employer
of<br> incorporation)	File<br> Number)	Identification<br> No.)
101 W. Broadway
---	---
Suite 1450
San 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<br> 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, par value $0.00001	HMBL	OTC<br> 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 February 28, 2025, HUMBL, Inc. (the “Company”) entered into a share exchange agreement

(“Equity Swap Agreement”) and strategic partnership with Nuburu, Inc. (“Nuburu”). Under the terms of the Equity Swap Agreement, the Company will issue $2 million in Series C Preferred Stock to Nuburu and Nuburu will issue an equal amount of common stock to the Company.

The issuance of shares by both parties is contingent upon both parties obtaining any required regulatory, exchange, or stockholder approvals and satisfying any applicable registration requirements. The companies have also entered into a Master Distribution Agreement, appointing the Company as the exclusive distributor in Brazil for both Nuburu’s existing business and its recently announced defense and security portfolio companies. The parties may also negotiate in the future performance-based incentives that would allow the Company to expand its exclusivity to all of Latin America upon achieving certain revenue and market penetration target

The foregoing descriptions of the Equity Swap Agreement and Master Distribution Agreement do not purport to be complete and are qualified in their entirety by reference to the Equity Swap Agreement which is filed as Exhibit 10.1 to this Current Report on Form 8-K and the Master Distribution Agreement attached as Exhibit A to the Equity Swap Agreement.

Item 7.01Regulation FD Disclosure

On February 28, 2025, the Company issued a press release regarding the Nuburu transaction, which is included as Exhibit 99.1. The information furnished in this Item 7.01 and Exhibit 99.1 of this Current Report on Form 8-K shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Item9.01 Financial Statements and Exhibits.

Exhibits
10.1	Equity Swap Agreement dated February 28, 2025 between HUMBL, Inc. and Nuburu, Inc.
99.1	Press Release Dated February 28, 2025
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 Company has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Date:<br> March 6, 2025	HUMBL, Inc.
	By:	/s/ Thiago Moura
		Thiago<br> Moura
		President<br> and CEO

Exhibit 10.1

EQUITYSWAP AGREEMENT

This Equity Swap Agreement (“Agreement”) is made as of February 28, 2025 (the “Effective Date”), by and between Nuburu, Inc. (“BURU”), a Delaware corporation listed on NYSE MKT, and HUMBL, Inc. (“HMBL”), a Delaware corporation listed on OTC Pink. BURU and HMBL may each be referred to as a “Party” and collectively as the “Parties.”

RECITALS

WHEREAS, the Parties desire to complete an equity swap valued at $2,000,000 in their respective companies to align strategic initiatives;

WHEREAS, HMBL is required to distribute at least seventy percent (70%) of the BURU Shares to its estimated 141,000 common stockholders; and

WHEREAS, Exhibit A to this Agreement establishes a Master Distribution Agreement to support BURU’s global expansion, with an initial focus on Brazil and subsequent Latin American markets.

NOW, THEREFORE, in consideration of the mutual covenants herein, the Parties agree as follows:

ARTICLEI - EQUITY SWAP

1.1Share Exchange

On the Closing Date (as defined below):

a) BURU shall issue and deliver to HMBL a number of shares of BURU common stock (the “BURU Shares”) equal to the lesser of: (i) $2,000,000 divided by the Valuation Price (as defined below); and (ii) maximum number of shares issuable without exceeding the Ownership Limitation (as defined below). The “Valuation Price” means the closing trade price of BURU’s common stock on the earlier of: (1) the effective date of a registration or offering statement filed with the Securities and Exchange Commission covering the BURU shares, and (2) April 15, 2025.

(b) HMBL shall issue and deliver to BURU a number of shares of Series C Preferred Stock to BURU with a value equal to the BURU shares at the Valuation Price (the “HUMBL Shares”).

1.2Ownership Limitation

The Company will not issue shares of Common Stock under this Agreement to the extent that such shares would equal greater than 19.9% of the Common Stock outstanding as of the Effective Date (the “Ownership Limitation”), unless the Company first obtains stockholder approval of any such issuance in excess of such limitation. These ownership limitations are enforceable, unconditional, and non-waivable and will apply to all affiliates and assigns of HMBL.

1.3Closing Date

The closing date shall occur five (5) business days after all required regulatory approvals are received, if applicable, and the Parties approve an ex-dividend and distribution date for the BURU Shares (the “Closing Date”). This Agreement will automatically terminate if the Closing Date has not occurred by December 31, 2025.

1.4NYSE Listing Requirement

Prior to the Closing Date, BURU will submit a supplemental listing of shares to be issued hereunder to The New York Stock Exchange.

ARTICLEII - DIVIDEND REQUIREMENT

HMBL shall distribute at least 70% of the BURU Shares to its common stockholders no later than ten (10) days from the Closing Date, based on a record date determined by HMBL’s Board of Directors. BURU to pay the costs incurred by HUMBL in connection with the distribution.

ARTICLEIII - MASTER DISTRIBUTION AGREEMENT

The Parties agree to simultaneously execute the Master Distribution Agreement attached hereto as Exhibit A to expand BURU’s global presence, particularly in Latin America, focusing on its defense-sector offerings and additional service portfolio.

ARTICLEIV - CLOSING CONDITIONS

Each Party’s obligation to consummate the Equity Swap is subject to:

(a) Receipt of any required regulatory approvals;

(b) Accuracy of the other Party’s representations and warranties; and

ARTICLEV - REPRESENTATIONS AND WARRANTIES

Each Party represents and warrants to the other that:

5.1Organization

It is duly organized and validly existing under the laws of its jurisdiction of incorporation.

5.2Authority

It has full power and authority to execute and deliver this Agreement and fulfill its obligations.

5.3Valid Issuance

The issued shares shall be duly authorized, validly issued, fully paid, and non-assessable.

ARTICLEVI - REGISTRATION COMMITMENT

(a) BURU shall take all necessary actions, including filing relevant registration statements, to ensure the lawful distribution of the BURU Shares.

(b) BURU agrees to file such registration statement with the SEC within twenty (20) days of the Effective Date.

ARTICLEVII - MISCELLANEOUS

7.1Governing Law

This Agreement shall be governed by the laws of the State of Delaware.

7.2Entire Agreement

This Agreement constitutes the entire agreement between the Parties regarding the Equity Swap.

7.3Counterparts

This Agreement may be executed in counterparts, including via electronic signature.

INWITNESS WHEREOF, the Parties execute this Equity Swap Agreement as of the date first written above.

NUBURU,INC.

By:
	Alessandro<br> Zamboni, Executive Chairman
HUMBL, INC.
---	---
By:
	Thiago<br> Moura, CEO

EXHIBITA TO EQUITY SWAP AGREEMENT

MASTERDISTRIBUTION AGREEMENT

This Master Distribution Agreement (the “Agreement”) is made and entered into as of February 26, 2025 (the “Effective Date”), by and between:

1.	Nuburu,<br> Inc. (“BURU”), a Delaware corporation, and
2.	HUMBL,<br> Inc. (“HMBL”), a Delaware corporation.
---	---

BURU and HMBL may each be referred to as a “Party” and collectively as the “Parties.”

RECITALS

WHEREAS, the Parties have entered into an Equity Swap Agreement dated February 28, 2025, whereby each Party will exchange $2,000,000 in equity to align strategic initiatives;

WHEREAS, the Parties wish to establish a commercial distribution relationship in which HMBL will distribute and promote BURU’s products and services within certain geographic regions; and

WHEREAS, HMBL will be granted exclusive rights for two (2) years to distribute BURU’s technology in Brazil and non-exclusive rights throughout Latin America.

NOW, THEREFORE, in consideration of the mutual covenants herein, the Parties agree as follows:

ARTICLEI - APPOINTMENT & RIGHTS

1.1Appointment of HMBL as BURU Distributor

(a) BURU hereby appoints HMBL as the exclusive distributor of BURU’s laser technology and industrial solutions in Brazil for a period of two (2) years from the Effective Date.

(b) HMBL shall have non-exclusive distribution rights for BURU’s products and services throughout Latin America.

(c) HMBL shall be responsible for maintaining and managing its own salesforce and operational execution for BURU’s product line in the Latin American region.

ARTICLEII - DISTRIBUTION OBLIGATIONS

2.1General Responsibilities of HMBL

HMBL shall:

(a) Comply with all local laws and regulations applicable to the distribution of BURU’s products and services;

(b) Ensure that marketing, branding, and promotional activities are consistent with BURU’s brand guidelines and corporate identity;

(c) Train its salesforce and provide adequate technical and operational support for the distributed products and services; and

(d) Share quarterly sales and distribution performance reports with BURU.

2.2Sales and Marketing Coordination

(a) The Parties shall jointly explore co-branding opportunities to increase visibility and adoption of their respective products.

(b) The Parties agree to collaborate in identifying cross-selling opportunities between their portfolio companies and clients to maximize profitability.

ARTICLEIII - REVENUE SHARING & PRICING

3.1Pricing and Payment Terms

(a) BURU shall determine resale pricing for its products in Latin America.

(b) Payment terms for product sales shall be mutually agreed upon and detailed in separate Purchase Orders (POs).

3.2Revenue Sharing

(a) The Parties agree to negotiate potential revenue-sharing models for co-marketed products in mutually agreed-upon cases.

(b) Any specific revenue-sharing arrangement shall be documented in an addendum to this Agreement.

ARTICLEIV - TERM & TERMINATION

4.1Term

This Agreement shall commence on February 28, 2025, and shall remain in effect for two (2) years, unless terminated earlier as per Section 4.2.

4.2Termination

Either Party may terminate this Agreement:

(a) For cause, if the other Party breaches a material obligation and fails to cure such breach within thirty (30) days after receiving written notice.

(b) For convenience, by providing sixty (60) days’ prior written notice to the other Party.

4.3Effect of Termination

Upon termination:

(a) Any outstanding Purchase Orders shall be fulfilled unless otherwise agreed.

(b) HMBL shall cease marketing and selling BURU’s products, except as required for winding down existing sales obligations.

ARTICLEV - CONFIDENTIALITY & INTELLECTUAL PROPERTY

5.1Confidentiality

Each Party agrees to keep confidential any proprietary or sensitive information exchanged during the term of this Agreement.

5.2Intellectual Property Rights

(a) Nothing in this Agreement transfers ownership of either Party’s trademarks, patents, copyrights, or trade secrets.

(b) HMBL shall have the right to use BURU’s trademarks and branding solely for the marketing and sale of the distributed products under this Agreement.

ARTICLEVI - GOVERNING LAW & DISPUTE RESOLUTION

6.1Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware.

6.2Dispute Resolution

(a) The Parties shall attempt to resolve disputes amicably through negotiation.

(b) If a resolution is not reached within thirty (30) days, the dispute shall be referred to binding arbitration in Delaware, per the rules of the American Arbitration Association (AAA).

ARTICLEVII - MISCELLANEOUS

7.1Entire Agreement

This Agreement, together with the Equity Swap Agreement, constitutes the entire understanding between the Parties with respect to the subject matter herein.

7.2Amendments

Any amendments must be made in writing and signed by both Parties.

7.3Counterparts

This Agreement may be executed in counterparts, including via electronic signature, with each counterpart deemed an original.

[SignaturePage Follows]

IN WITNESS WHEREOF, the Parties have executed this Master Distribution Agreement as of the Effective Date.

NUBURU, INC.
By:
	Alessandro<br> Zamboni, Executive Chairman
HUMBL, INC.
By:
	Thiago<br> Moura, CEO

Exhibit 99.1

HUMBL,Inc. Announces $2 Million Share Exchange Agreement and Strategic Partnership With NUBURU, Inc. to Accelerate Growth and Shareholder Value

San Diego, CA – February 28, 2025 – HUMBL, Inc. (OTC: HMBL) announced the execution of a $2,000,000 Equity Swap Agreement and strategic partnership with NUBURU, Inc. (NYSE: BURU) designed to accelerate both companies’ growth strategies and deliver immediate value to shareholders.

TransactionDetails

Under the terms of the Equity Swap Agreement:

●	NUBURU<br> will issue $2,000,000 in common stock to HUMBL (subject to applicable exchange cap, stockholder<br> approval, and registration requirements); and
●	HUMBL<br> will issue an equal dollar amount of Series C Preferred Stock to NUBURU.

Following satisfaction of any required stockholder or regulatory approvals and registration requirements, it is anticipated that 70% of the shares of NUBURU will be distributed to the stockholders of HUMBL as a dividend.

The issuance of the shares by both parties is contingent upon both parties obtaining any required regulatory or stockholder approval and satisfying any applicable registration requirements.

The companies have also entered into a Master Distribution Agreement, appointing HUMBL as the exclusive distributor in Brazil for both NUBURU’s existing business and its recently announced defense and security portfolio companies. The parties may also negotiate in the future performance-based incentives that would allow HUMBL to expand its exclusivity to all of Latin America upon achieving certain revenue and market penetration targets.

StrategicAlignment for Accelerated Growth

“This partnership represents the convergence of two companies with newly transformed business models and leadership teams,” said Thiago Moura, CEO of HUMBL, Inc. “NUBURU, under its new management team, is expanding its business within its defense and security portfolio into new markets. HUMBL, having divested its Web3 assets and transformed into a Berkshire-inspired holding company in partnership with Ybyra Capital, is now executing a shareholder-centric strategy focused on cross-border strategic partnerships and value creation.”

Alessandro Zamboni, Executive Chairman of NUBURU, Inc., stated: “This partnership with HUMBL provides NUBURU shareholders with dual benefits – exclusive distribution in Brazil’s robust market with potential for all of Latin America, and exposure to HUMBL and Ybyra Capital’s extensive regional network. Our entirely new management team is focused on rapid expansion, and this partnership enables us to leverage HUMBL and Ybyra’s established presence in Brazil to accelerate the deployment of our defense and security portfolio.”

The alliance builds on NUBURU’s established track record of technological excellence and HUMBL’s revitalized presence in emerging markets, bolstered by Ybyra’s regional expertise and substantial real assets.

AboutHUMBL, Inc. (OTC: HMBL)

HUMBL, Inc. has transformed into a strategic holding company, operating with a business model focused on high-value joint ventures, mergers, acquisitions, and progressive economic structures. Following the divestiture of its Web3 technology assets, HUMBL has pivoted to a shareholder value-centric approach under the leadership of CEO Thiago Moura, principal of Ybyra Capital—a Brazilian holding company with diversified investments in real estate, commodities, and mining. The company’s unique structure enables it to create two-way distribution pipelines throughout Brazil and Latin America, leveraging Ybyra Capital’s established regional presence to offer strategic partners immediate access to these valuable markets.

AboutNUBURU, Inc. (NYSE: BURU)

NUBURU, Inc. was founded in 2015 as a developer and manufacturer of industrial blue laser technology that is transforming the speed and quality of laser-based manufacturing. Under its new management team led by Executive Chairman Alessandro Zamboni, NUBURU is executing a comprehensive growth and diversification strategy, expanding into complementary domains such as defense-tech, security, and operational resilience solutions. Headquartered in Centennial, Colorado, NUBURU is leveraging strategic partnerships and acquisitions to accelerate growth in high-value sectors. For more information, visit www.nuburu.net.

Investorand Media Contacts

NUBURU, Inc. (NYSE: BURU)

Investor Relations: alessandro.zamboni@nuburu.net

Media Contact: press@nuburu.net

Website: www.nuburu.net

HUMBL, Inc. (OTC: HMBL)

Investor Relations: ri@ybyracapital.com.br

Media Contact: media@humbl.com

Website: www.humbl.com

Forward-LookingStatements

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include descriptions of the future strategic plans and growth expectations for HUMBL, including the potential benefits of their partnership, anticipated market expansions, and any statements regarding potential uplisting or future exchange listings. Words such as “anticipate,” “believe,” “potential,” “continue,” “expect,” “intend,” “plan,” “may,” “will,” “could,” and similar expressions are intended to identify forward-looking statements. These forward-looking statements are based on current information and expectations, and actual results may differ materially due to various risks and uncertainties. Such factors include, but are not limited to, the ability of HUMBL to successfully collaborate and realize the expected synergies of the partnership, market acceptance of new initiatives, regulatory approvals and compliance related to registration, exchange listings, economic conditions in the industries in which they operate, and general market volatility. HUMBL disclaims any obligation to update or revise any forward-looking statements in this release, except as required by law. Investors are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date of this press release.