8-K

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 14, 2022

HUMBL,Inc.

(Exact name of registrant as specified in its charter)

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):

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. ☐

Item1.02 Termination of a Material Definitive Agreement.

On September 16, 2022, HUMBL, Inc. (“HUMBL”) terminated the Securities Exchange Agreement dated August 11, 2022 (the “Exchange Agreement”) with Agora Digital Holdings, Inc. (“Agora Digital”), the shareholders of Agora Digital, and Ecoark Holdings, Inc. (“Ecoark”) under which HUMBL agreed to exchange 6,000 shares of a future newly designated Series C preferred stock for all the issued outstanding shares of Agora Digital, approximately 90% of which is held by Ecoark. The consummation of the purchase of Agora Digital pursuant to the Exchange Agreement was subject to the satisfaction of certain closing conditions. The parties agreed to forgo pursuing satisfaction of the closing conditions and terminate the Exchange Agreement.

HUMBL issued a press release on September 16, 2022 announcing that it terminated the Exchange Agreement with Agora Digital and that it accepted the resignation of Brad Hoagland, a member of the HUMBL Board of Directors who serves as Chief Executive Officer of Agora Digital and formerly served as Chief Financial Officer of Ecoark. A copy of the press release is attached hereto as Exhibit 99.1 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 September 14, 2022, HUMBL accepted the resignation of Brad Hoagland as a member of the HUMBL Board of Directors. There was no disagreement expressed by Mr. Hoagland on any matter concerning HUMBL’s operations, policies or practices.

Item9.01 Financial Statements and Exhibits.

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.

Exhibit 99.1

HUMBLTerminates Agreement to Acquire Agora Digital Holdings, Inc.

SAN DIEGO, CALIFORNIA, September 16, 2022 (GLOBE NEWSWIRE) — HUMBL, Inc. (“HUMBL”) (OTC Markets: HMBL) has announced it has terminated the Securities Exchange Agreement previously announced on August 11, 2022 for HUMBL to acquire Ecoark’s approximately 89% owned subsidiary, Agora Digital Holdings, Inc. (“Agora Digital”).

The original terms of the Securities Exchange Agreement provided for Ecoark and the remaining owners of Agora Digital to receive $60,000,000 in a new class of HUMBL preferred stock in consideration for selling their interests in Agora Digital to HUMBL.

The transaction was subject to various closing conditions, and despite working diligently over the last month, the parties were unable to reach agreement on key terms required to close. As a result, the parties have mutually agreed to terminate the Securities Exchange Agreement.

As part of the termination, HUMBL has also accepted Brad Hoagland’s resignation from the Board of Directors. “We thank Brad for his contributions to our Board of Directors and wish him the best of luck in his future endeavors,” said Brian Foote, Chairman and CEO of HUMBL.

HUMBL is a Web3 Commerce platform that has recently launched programs with individual clients from the NCAA, Major League Baseball, Olympic Surfing, Olympic Rugby and more.

HUMBL will also continue to remain active in reviewing suitable merger and acquisition candidates, having acquired four companies since June 2021 in areas such as mobile wallets, verifiable credentials, ticketing and entertainment.

AboutHUMBL

HUMBL is a Web3 Commerce platform with consumer products and commercial services.

Forward-lookingStatements

This press release contains forward-looking statements relating to Ecoark within the meaning of the Private Securities Litigation Reform Act of 1995, including statements related to the change of Agora’s business model. The words “believe,” “may,” “estimate,” “continue,” “anticipate,” “intend,” “should,” “plan,” “could,” “target,” “potential,” “is likely,” “will,” “expect” and similar expressions, as they relate to us, are intended to identify forward-looking statements. These statements are based on management’s current expectations and beliefs, as well as a number of assumptions concerning future events. Such forward-looking statements are subject to known and unknown risks, uncertainties, assumptions, and other important factors, such as market and other conditions, many of which are outside management’s control. Additional factors or events that could cause our actual results to differ may emerge from time to time, and it is not possible for us to predict all, of them. Among the risks that may affect these forward-looking statements are unanticipated issues relating to power contracts, and the availability of sufficient flare gas. Additional risks and uncertainties are identified and discussed in Ecoark’s filings with the SEC, including the Annual Report on Form 10-K for the fiscal year ended March 31, 2022. Any forward-looking statement made by us herein speaks only as of the date on which it is made. Additional factors or events that could cause our actual results to differ may emerge from time to time, and it is not possible for us to predict all of them. We undertake no obligation to publicly update any forward-looking statement, whether as a result of new information, future developments or otherwise, except as may be required by law.

Contact

PR@HUMBL.com