HUMBL, Inc. entered into a securities purchase agreement with new investor Pacific Lion LLC for issuance of 2,040 series C preferred stocks at a price of $1,000 per preferred stock for gross proceeds of $2,040,000 on October 3, 2023. The transaction will be completed in tranches of $300,000 each month from October 2023 through March 2024, as well as purchase an additional $240,000 for the month of November 2023. In accordance with the terms of the purchase agreement and the investors rights agreement 20,000 shares have been designated that have no voting rights and that have mandatory conversion upon within two years from the date the first series C stock is first issued and voluntary conversion if such shares are not listed on a national exchange but not earlier than the end of such two year period and in each case at a 25% discount from the listing price and public trading price, respectively, a prohibition on variable discount rate financings with any new investors, a 12-month lock-up/leak-out agreement for holders of the series C stock and registration rights after conversion of the series C stock.

On the same day, the company issued 300 series C preferred stocks for gross proceeds of $300,000 in its first tranche.