Item 1.02 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.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain 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.
Item 9.01 Financial Statements and Exhibits.
Exhibits
99.1 Press Release dated September 16, 2022
104 Cover Page interactive Data File (embedded within the Inline XBRL document)
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