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 11, 2025
HUMBL, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 000-31267 | 27-1296318 | ||
| (State or other jurisdiction | (Commission | (IRS Employer | ||
| of incorporation) | File Number) | Identification No.) |
| 101 W. Broadway | ||
| Suite 1450 | ||
| San Diego, CA | 92101 | |
| (Address of principal executive offices) | (Zip Code) |
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):
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| Common Stock, par value $0.00001 | HMBL | OTC Pink |
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. ☐
Item 1.01 Entry into a Material Definitive Agreement.
On September 11, 2025, HUMBL, Inc. (“HUMBL” or the “Company”) entered into a Settlement Agreement with Ybyrá Capital S.A. (“Ybyrá”), Brian Foote and Thiago Moura. Pursuant to the terms of the Settlement Agreement, the parties agreed as follows:
| ● | Ybyrá cancelled its right to receive the $20,000,000 in common stock owed to it by HUMBL in connection with HUMBL’s purchase of FinCapital from Ybyrá. | |
| ● | Ybyrá agreed to transfer the HUMBL Series A and Series D Preferred Shares owned by Ybyrá back to Brian Foote in exchange for cancellation of the promissory owed by Ybyrá to Mr. Foote. | |
| ● | HUMBL agreed to terminate entirely its relationship with Multicortex, LLC, including terminating its option to purchase membership interests in Multicortex, LLC and any joint operations selling AI computers. | |
| ● | HUMBL agreed to pay $10,000 in cash and $5,000 in common stock per month to Ybyrá to retain the FinCapital equity interests until December 31, 2025, or earlier, at which time such interests will automatically transfer back to Ybyrá. Notwithstanding the foregoing, HUMBL plans to transfer the FinCapital equity interests (which entity owns the magnesium silicate deposits) back to Ybyrá at such time as it acquires a new business. | |
| ● | Thiago Moura agreed to resign as an officer and director of HUMBL. | |
| ● | HUMBL agreed to issue Mr. Moura 850,000,000 shares of common stock. | |
| ● | The parties agreed to a mutual release of claims. |
The foregoing description of the Settlement Agreement does not purport to be complete and is qualified in its entirety by reference to the Settlement Agreement which is filed as Exhibit 10.1 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 12, 2025, HUMBL accepted the resignation of Thiago Moura as a member of the HUMBL board of directors and as HUMBL’s President and Chief Executive Officer. There was no disagreement expressed by Mr. Moura on any matter concerning HUMBL’s operations, policies or practices.
On September 16, 2025, HUMBL’s board of directors appointed Gregory Hopkins as its new Chief Executive Officer. Mr. Hopkins brings extensive experience across public companies, private enterprises, and government service. Mr. Hopkins’s prior work experience includes Senior Vice President at Energy Solutions, a global energy services company, and Founding Partner at Utaz Investments, a real estate development company.
There is no arrangement or understanding between Mr. Hopkins and any other person pursuant to which Mr. Hopkins is to be selected as an officer of the Company that would require disclosure under Item 401(b) of Regulation S-K. Additionally, there is no family relationship between Mr. Hopkins and any other person that would require disclosure under Item 401(d) of Regulation S-K. Mr. Hopkins has not entered into any related party transactions with the Company that are required to be disclosed pursuant to Item 404(a) of Regulation S-K.
On September 16, 2025, Mr. Hopkins entered into an Executive Employment Agreement (the “Employment Agreement”) with the Company. As compensation for Mr. Hopkins’s service as the Company’s Chief Executive Officer, he received a stock grant in the amount 250,000,000 shares of the Company’s common stock. Pursuant to the terms of the Employment Agreement, Mr. Hopkins will also be subject to confidentiality and other standard restrictions. The foregoing description of the Employment Agreement does not purport to be complete and is qualified in its entirety by reference to the Employment Agreement which is filed as Exhibit 10.2 to this Current Report on Form 8-K.
Item 7.01 Regulation FD Disclosure.
On September 17, 2025, HUMBL issued a press release announcing Mr. Hopkins as the Chief Executive Officer of the Company. The press release contains additional biographical information about Mr. Hopkins. The press release is furnished with this Form 8-K as Exhibit 99.1. Pursuant to General Instruction B.2 of Form 8-K, this exhibit is “furnished” and not “filed” for purposes of Section 18 of the Securities Exchange Act of 1934.
Item 9.01 Financial Statements and Exhibits.
| Exhibits | |||
| 10.1 | Settlement Agreement dated September 11, 2025 | ||
| 10.2 | Executive Employment Agreement with Gregory Hopkins dated September 16, 2025 | ||
| 99.1 | Press Release dated September 17, 2025 | ||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| Date: September 17, 2025 | HUMBL, Inc. | |
| By: | /s/ Jeffrey Hinshaw | |
| Jeffrey Hinshaw, CFO | ||
Exhibit 10.1
SETTLEMENT AGREEMENT
This Settlement Agreement (this “Agreement”) is entered into effective as of September 11, 2025 (the “Effective Date”), by and among HUMBL, Inc., a Delaware corporation (“Company”), Ybyrá Capital S.A., a Brazilian company (“Ybyrá”), Brian Foote, an individual (“Seller”), and Thiago Moura, an individual (“Moura”). Ybyrá, Seller and Company are sometimes referred to herein individually as a “Party” and collectively as the “Parties”. Capitalized terms used but not otherwise defined herein will have the meaning set forth in the Stock Purchase Agreement (as defined below).
A. The Parties entered into that certain Stock Purchase Agreement dated effective as of December 2, 2024 (the “Stock Purchase Agreement”).
B. The Parties have agreed to settle all outstanding obligations to related to the Stock Purchase Agreement.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:
1. Recitals. Each of the parties hereto acknowledges and agrees that the recitals set forth above in this Agreement are true and accurate and are hereby incorporated into and made a part of this Agreement.
2. Note Termination. The Note is hereby cancelled and all obligations thereunder are terminated as of the Effective Date.
3. HUMBL Control Shares. In exchange for cancellation of the Note, Ybyrá hereby assigns and transfers all right, title and interest in and to the Control Shares to Seller and Seller hereby accepts such assignment.
4. FinCapital. Company agrees to assign the FinCapital Shares to Ybyrá on or before December 31, 2025. Company agrees to pay Ybyrá $10,000 per month in cash and $5,000 per month in stock (valued based on the closing trade price of the last trading day of each month) until the assignment of the shares occurs, payable upon transfer of the FinCapital Shares back to Ybyrá. If not transferred to Ybyrá before December 31, 2025, the FinCapital Shares will transfer automatically to Ybyrá without further action by either party on December 31, 2025. Company may not sell, assign, transfer, encumber, pledge, hypothecate or otherwise enter into any transaction regarding the FinCapital Shares or the magnesium silicate owned by FinCapital without the prior written consent of Ybyrá.
5. Termination of Multicortex Relationship. Company agrees to terminate its option and relationship with Multicortex. Upon such termination, Multicortex will be free to negotiate and enter into any new agreement without any interference, claim or restriction from Company. Company acknowledges that it shall have no further rights, interest or claims over Multicortex following such termination. Notwithstanding the foregoing, the termination of rights with respect to Multicortex are contingent on Bruno Ghizoni and Alessandro Faria cancelling the shares of Company common stock issued to them.
6. HUMBL Common Shares. Ybyrá’s right to receive the HUMBL Common Shares is hereby terminated and cancelled.
7. Issuance of Shares. Company agrees to issue 850,000,000 shares of Company’s common stock to Moura within three (3) business days of execution of this Agreement.
8. Resignation. Moura agrees to resign as Company’s CEO and as a member of Company’s board of directors effective upon issuance of the shares set forth in Section 7 above. Moura will also be given the opportunity to review and approve the Form 8-K announcing his resignation prior to filing.
9. Mutual Release of Claims. Upon the Effective Date and for the considerations contemplated in this Agreement, each Party, for itself, its parent(s), owners, shareholders, subsidiaries, and affiliates, and for each of their respective successors and assigns (collectively, the “Releasing Persons”), hereby releases, acquits, waives, satisfies, holds harmless and forever discharges each other Party, its parent(s), owners, subsidiaries, and affiliates, and each of their respective past and present directors, managers, officers, shareholders, partners, agents, principals, employees, attorneys, contractors, insurers, servants, parent corporations or entities, direct and indirect subsidiaries, predecessors, successors, assigns, heirs, and estates (“Released Persons”), and each of them, separately and collectively, from any and all existing claims, liens, demands, causes of action, obligations, damages, and liabilities of that it ever had, now has, or may claim to have, arising out of facts and/or circumstances relating to the Stock Purchase Agreement, the Note, Ybyrá’s management of Company or the relationship of the parties arising before or as of the date of this Termination Agreement. For the avoidance of doubt, the foregoing release of claims does not apply to any breach of this Agreement.
10. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one instrument. The parties hereto confirm that any electronic copy of another party’s executed counterpart of this Agreement (or such party’s signature page thereof) will be deemed to be an executed original thereof.
11. Further Assurances. Each party shall do and perform or cause to be done and performed, all such further acts and things, and shall execute and deliver all such other agreements, certificates, instruments and documents, as the other party may reasonably request in order to carry out the intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated hereby.
[Remainder of page intentionally left blank; signature page follows]
| 2 |
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date set forth above.
| HUMBL: | ||
| HUMBL, Inc. | ||
| By: | ||
| Jeff Hinshaw, CFO | ||
| YBYRÁ: | ||
| Ybyrá Capital S.A. | ||
| By: | ||
| Thiago Moura, CEO | ||
| SELLER: | ||
| Brian Foote | ||
| MOURA: | ||
| Thiago Moura | ||
| [Signature Page to Settlement Agreement] |
Exhibit 10.2
Executive Employment Agreement
This Executive Employment Agreement (this “Agreement”) is entered into as of September 16, 2025 by and between HUMBL, Inc., a Delaware corporation (the “Company”), and Gregory Hopkins, an individual (“Executive”).
The parties agree as follows:
1. Position. Executive agrees to serve as the Company’s Chief Executive Officer (the “Services”).
2. Compensation. In exchange for performing the Services, Executive shall be entitled to receive the compensation as detailed on Schedule A. The compensation under this Agreement shall be deemed fully earned as of the execution date hereof.
3. Expenses. Subject to the prior written approval of the Company following a detailed request by Executive, the Company shall reimburse the reasonable travel and related expenses incurred by Executive in the course of performing services hereunder.
4. Termination. Executive’s employment with the Company will be “at-will.” Either party may terminate this Agreement by providing ten (10) days’ written notice to the other party.
5. Nondisclosure of Confidential Information.
a. Agreement Not to Disclose. Executive agrees not to use any Confidential Information (as defined below) disclosed to Executive by the Company for Executive’s own use or for any purpose other than to carry out discussions concerning, and the undertaking of, the Services. Executive agrees to take all reasonable measures to protect the secrecy of and avoid disclosure or use of Confidential Information of the Company in order to prevent it from falling into the public domain or the possession of persons other than agents of the Company or persons to whom the Company consents to such disclosure. Upon request by the Company, any materials or documents that have been furnished by the Company to Executive in connection with the Services shall be promptly returned by Executive to the Company.
b. Definition of Confidential Information. “Confidential Information” means any information, technical data or know-how (whether disclosed before or after the date of this Agreement), including, but not limited to, information relating to business and product or service plans, financial projections, customer lists, business forecasts, sales and merchandising, human resources, patents, patent applications, computer object or source code, research, inventions, processes, designs, drawings, engineering, marketing or finance to be confidential or proprietary or which information would, under the circumstances, appear to a reasonable person to be confidential or proprietary. Confidential Information does not include information, technical data or know-how that: (i) is in the possession of Executive at the time of disclosure, as shown by Executive’s files and records immediately prior to the time of disclosure; or (ii) becomes part of the public knowledge or literature, not as a direct or indirect result of any improper inaction or action of Executive. Notwithstanding the foregoing, Executive may disclose Confidential Information with the prior written approval of the Company or pursuant to the order or requirement of a court, administrative agency or other governmental body.
6. No Rights Granted. Nothing in this Agreement shall be construed as granting any rights under any patent, copyright or other intellectual property right of the Company, nor shall this Agreement grant Executive any rights in or to the Company’s Confidential Information, except the limited right to use the Confidential Information in connection with the Services.
7. No Conflicts. Executive represents that Executive’s compliance with the terms of this Agreement and provision of employment hereunder will not violate any duty which Executive may have to any other person or entity (such as a present or former employer), and Executive agrees that Executive will not do anything in the performance of Services hereunder that would violate any such duty.
8. Miscellaneous. Any term of this Agreement may be amended or waived only with the written consent of the parties. This Agreement, including any schedules hereto, constitute the sole agreement of the parties and supersedes all oral negotiations and prior writings with respect to the subject matter hereof. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together will constitute one and the same instrument. A signed copy of this Agreement delivered by facsimile, portable document format (.pdf) or other electronic communication (including any electronic signature complying with the U.S. Federal ESIGN Act of 2000, e.g., www.docusign.com), shall be deemed to be an original signature for all purposes. This Agreement shall be governed by and construed pursuant the laws of the State of Utah, without regard for conflict of law principles. Unless waived by the Company in writing for the particular instance (which the Company may do at its option), the sole jurisdiction and venue for actions related to the subject matter hereof shall be the state and federal courts located in San Diego County, California. Both parties consent to the jurisdiction of such courts and agree that process may be served in the manner provided herein for giving notices or otherwise as allowed by California or United States federal law. In the event that any dispute among the parties to this Agreement should result in litigation, the prevailing party in such dispute shall be entitled to recover from the losing party all fees, costs and expenses of enforcing any right of such prevailing party under or with respect to this Agreement, including without limitation, such reasonable fees and expenses of attorneys, which shall include, without limitation, all fees, costs and expenses of appeals.
[Signature page follows]
| 2 |
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date set forth above.
| COMPANY: | ||
| HUMBL, INC. | ||
| By: | ||
| Jeffrey Hinshaw, CFO | ||
| EXECUTIVE: | ||
| By: | ||
| Gregory Hopkins | ||
[Signature Page to Executive Employment Agreement]
Schedule A
Compensation
Compensation:
Executive shall be paid the following compensation for the performance of the Services:
| ● | 250,000,000 shares of Company common stock upon execution of this Agreement. |
| ● | Additional compensation for additional Services to be determined from time to time by the Company and Executive. |
Exhibit 99.1
FOR IMMEDIATE RELEASE
HUMBL Announces CEO Leadership Transition
San Diego, CA – September 17, 2025 – HUMBL, Inc. (“HUMBL”) announced today that the Board of Directors has appointed Gregory L. Hopkins as CEO.
Mr. Hopkins brings extensive experience across public companies, private enterprises, and government service. In the public company sector, Mr. Hopkins served as Senior Vice President at Energy Solutions, a global energy services company, focusing on the growth of nuclear energy services in Salt Lake City, Utah.
In government, Mr. Hopkins began his career in Washington, D.C., working for several Members of Congress before serving as Chief of Staff to Senator Robert Bennett and running three of his successful senate campaigns. Mr. Hopkins was appointed by President George H.W. Bush as a Presidential Appointee to his administration and later served as Chairman of Governor Jon Huntsman’s successful gubernatorial campaign and transition committee in Utah.
In real estate, Mr. Hopkins was a Founding Partner of Utaz Investments in Arizona, where he developed and sold residential and commercial properties. In addition, Mr. Hopkins has developed and managed hospitality properties in the Mountain West and Hawaii, further broadening his background in real estate and operations.
As CEO, Mr. Hopkins will be leading the discussions around potential companies and real-world assets to bring into the HUMBL public company vehicle, aligning with HUMBL’s mission to bridge digital technologies and real world assets.
“I am honored to step into this role at such a pivotal moment in the company’s lifecycle. With the recent changes in technology and regulation, HUMBL is uniquely positioned at the intersection of digital technologies and real-world assets, and I look forward to advancing discussions that can expand the company’s portfolio and create long-term value for our shareholders,” said Mr. Hopkins.
Mr. Hopkins holds a B.S. in Political Science from the University of Utah, and studied International Relations at BYU for two years, prior to beginning his government service in Washington D.C. He resides in Holladay, Utah, with his wife, where they have raised four children.
About HUMBL, Inc.
HUMBL, Inc. is focused on the convergence of digital technologies and real-world assets.
Investor Relations Contact:
IR@HUMBL.com