Feb 6, 2023

02/06/2023 | 06:10am EST Message : Date of Report (Date of earliest event reported): January 31, 2023 HUMBL, Inc. Delaware (Zip Code) (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): ☐ ☐ ☐ ☐ Title of each class Common Stock OTCQB 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. On January 31, 2023, HUMBL, Inc. ("HUMBL") entered into a Settlement Agreement (the "Settlement Agreement") with Javier Gonzalez and Juan Luis Gonzalez. Under the terms of the Settlement Agreement, Tickeri, Inc. ("Tickeri"), a wholly-owned subsidiary of HUMBL, was transferred back to Javier Gonzalez and Juan Luis Gonzalez, free of any encumbrances and including all of Tickeri's intellectual property, other assets and associated debt. The parties entered into the Settlement Agreement because HUMBL was in default of the promissory notes for $5,000,000 issued to both Javier Gonzalez and Juan Luis Gonzalez (the "Notes") as a portion of the consideration paid by HUMBL under the agreement to acquire Tickeri. Javier Gonzalez and Juan Luis Gonzalez will receive the 4,672,897 restricted shares of HUMBL's common stock owed to them under the acquisition agreement. Under the terms of the Settlement Agreement, the Notes were cancelled with all related accrued penalties and interest and the parties agreed to a mutual release of all 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 9.01 Financial Statements and Exhibits. Exhibits 10.1 Settlement Agreement dated January 31, 2023 by and among HUMBL, Inc., Javier Gonzalez, and Juan Luis Gonzalez 104