M&A - HUMBL, INC.

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Form Type: 8-K

Filing Date: 2025-04-09

Corporate Action: Acquisition

Type: New

Accession Number: 000164117225003424

Filing Summary: HUMBL, Inc. executed a Joint Venture Agreement with MultiCortex LLC, acquiring a 51% interest in MultiCortex for a maximum payment structure of $3,000,000 or 15% of funds raised in any Regulation A+ offering within the next year. Additionally, the company will issue $100,000 in common stock to each of MultiCortex's two founders. MultiCortex will serve as a subsidiary, aligning with HUMBL's new holding company strategy. An Amendment to a prior Asset Purchase Agreement with WSCG, Inc. extends the deadline for HUMBL's name change application to June 30, 2025, allowing continued use of the HUMBL name and ticker symbol until acquired by WSCG for another transaction. Press releases regarding these agreements were issued on April 8, 2025, detailing the ventures.

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Additional details:

Joint Venture Agreement Date: 2025-04-03


Acquisition Percentage: 51


Payment Structure: lesser of 15% of funds raised in Regulation A+ offering or $3,000,000


Common Stock Issued To Founders: $100,000 each


Amendment Effective Date: 2025-04-07


Name Change Deadline: 2025-06-30


Form Type: 8-K

Filing Date: 2025-03-06

Corporate Action: Acquisition

Type: New

Accession Number: 000149315225009416

Filing Summary: On February 28, 2025, HUMBL, Inc. entered into a share exchange agreement, referred to as the Equity Swap Agreement, with Nuburu, Inc. Under this agreement, HUMBL will issue $2 million in Series C Preferred Stock to Nuburu, which will in turn issue an equal amount of its common stock to HUMBL. The transaction's completion is dependent on both companies securing necessary regulatory, exchange, and stockholder approvals. Additionally, the parties have established a Master Distribution Agreement appointing HUMBL as the exclusive distributor for Nuburu in Brazil, with potential for future expansion across Latin America contingent on meeting certain performance targets. The filings include the detailed Equity Swap Agreement and a press release concerning the transaction, which are attached as exhibits.

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Additional details:

Date Of Event: 2025-02-28


Transaction Type: Equity Swap Agreement


Partner Company: Nuburu, Inc.


Amount Of Shares Issued: $2 million


Stock Type Issued: Series C Preferred Stock


Distribution Rights: exclusive distributor in Brazil


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