HUMBL, INC. 8-K

What Happened

• HUMBL, Inc. filed an 8‑K reporting three material actions at the end of December 2025. On December 29, 2025 the company issued a $550,000 Convertible Promissory Note to H‑Cap Investments, LLC (purchase price $500,000). On December 30, 2025 HUMBL entered a 90‑day royalty‑free License Agreement with TAP, Inc. to use TAP’s technology platform for real‑estate tokenization. Also on December 30, 2025 Gregory Hopkins was appointed to the board of directors and named Chairman, filling the vacancy left by the resignation of Thiago Moura; Mr. Hopkins is also the company’s CEO.

Key Details

• Convertible Note: $550,000 principal, purchase price $500,000 (10% original discount); due 12 months from issuance; interest at 10% per year; convertible into common stock at 65% of the lowest closing trade price during the 10 trading days before conversion.
• Funding schedule for the Note: $125,000 on or before Dec 31, 2025; $125,000 on or before Jan 15, 2026; $250,000 on or before Feb 1, 2026.
• License Agreement: 90‑day term, royalty‑free use of TAP’s platform for real‑estate tokenization while parties negotiate a longer‑term license.
• Board change: Gregory Hopkins appointed Director and Chairman (replacing Thiago Moura); filing states no related‑party arrangements or family relationships requiring disclosure.

Why It Matters

• Financing: The convertible note provides near‑term capital under a one‑year instrument with a 10% interest rate and a conversion feature priced at a 35% discount to certain recent trading prices (conversion at 65% of the low in a 10‑day lookback). That conversion feature can lead to meaningful share dilution if converted into common stock.
• Strategy/Operations: The TAP license gives HUMBL royalty‑free access to technology for an initial 90‑day period, allowing the company to test or begin work on real‑estate tokenization capabilities while negotiating a longer agreement.
• Governance: Appointing CEO Gregory Hopkins as Chairman consolidates leadership at the top of the company; the filing confirms no reportable related‑party transactions tied to his board appointment.