Item 1.01 Entry into a Material Definitive Agreement.
On August 11, 2022, HUMBL, Inc. ("HUMBL") entered into a Securities Exchange
Agreement (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 6,000 shares of
HUMBL's Series C preferred stock will be distributed as follows: 4,876 shares to
Ecoark as consideration for shares of Agora Digital owned by Ecoark, 585 shares
to Agora Digital's shareholders and 539 shares to Ecoark as consideration for
Ecoark's agreement to exchange for these shares of Series C preferred stock the
unpaid principal and accrued interest totaling approximately $5,400,000 of a
promissory note it holds from Agora Digital. The closing of this transaction is
subject to HUMBL having firm commitments of at least $10,000,000 in gross
capital proceeds for a capital raising transaction and Agora Digital having at
least $1,000,000 in its bank account at closing. Following the closing of this
transaction, Agora Digital would be entitled to appoint two members to HUMBL's
Board of Directors that will be expanded to seven members of which HUMBL would
designate five members of that Board of Directors. The Exchange Agreement allows
either HUMBL or Ecoark to terminate the agreement in the event that the
applicable closing conditions are not completed by September 30, 2022.
The Series C will have a total stated value of $60,000,000 ($10,000 per share),
be convertible into a total of 1,000,000,000 shares of HUMBL common stock
(calculated based on the stated value divided by $0.06 per share), and vote with
the HUMBL common stock on an as-converted basis, and will have such other terms
as are set forth in the Certificate of Designation.
The foregoing description of the Securities Exchange Agreement and the terms of
HUMBL's proposed Series C preferred stock does not purport to be complete and is
qualified in its entirety by reference to the Securities Exchange Agreement
which is filed as Exhibit 10.1 to this Current Report on Form 8-K, including the
Certificate of Designation filed as Exhibit A thereto.
Item 3.02 Unregistered Sale of Equity Securities.
The exchange of the securities under the Securities Exchange Agreement was
exempt from registration under Section 4(a)(2) of the Securities Act of 1933.
The information contained above in Item 1.01 is hereby incorporated by reference
into this Item 3.02.
Item 9.01 Financial Statements and Exhibits.
Exhibits
10.1 Form of Securities Exchange Agreement
104 Cover Page interactive Data File (embedded within the Inline XBRL
document)
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