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): ~~April~~July 321, 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 July 21, 2025, HUMBL, Inc. (~~the~~ “~~Company~~HUMBL”) entered into a ~~Joint~~Termination ~~Venture~~ Agreement with ~~MultiCortex~~Multicortex, LLC (“~~MultiCortex~~Multicortex”) ~~on April 3,~~. ~~2025~~HUMBL ~~(the~~and ~~“JV~~Multicortex ~~Agreement”).~~previously ~~MultiCortex~~entered isinto a ~~Delaware~~Joint ~~limited~~Venture ~~liability~~Agreement ~~company~~on ~~developing~~April ~~technology~~3, in2025 (the ~~artificial~~“JV ~~intelligence space~~Agreement”). Pursuant to the terms of the JV Agreement, ~~the~~Multicortex ~~Company~~would ~~acquired~~become a 51% ~~interest~~subsidiary inof ~~MultiCortex.~~HUMBL Inpending ~~consideration~~payment ~~for the purchase~~ of the ~~membership~~$3,000,000 ~~units~~purchase ~~in MultiCortex~~price, ~~the~~and HUMBL ~~Company~~would ~~will~~ pay ~~to MultiCortex the lesser of~~ 15% of ~~the funds raised in~~ any Regulation A+ offering ~~conducted~~proceeds byto ~~the~~Multicortex ~~Company~~(up ~~in the next year and $3,000,000, and the Company will issue $100,000 in common stock~~ to ~~each of the two founders of MultiCortex. In the event the Company does not pay~~ $3,000,000 ~~to MultiCortex, then the equity in MultiCortex will be reallocated based on the amounts funded~~). The ~~amounts~~parties ~~funded~~entered byinto the ~~Company~~Termination Agreement to ~~MultiCortex~~terminate ~~will~~and berestructure ~~used to expand MultiCortex’s suite of AI products. MultiCortex will become~~ the ~~second~~JV ~~subsidiary of the Company as part of its new holding company strategy~~Agreement.

~~The~~As ~~foregoing~~part ~~description~~ of the JVTermination Agreement, ~~does~~HUMBL ~~not~~received ~~purport~~an option to bepurchase ~~complete~~51% ~~and~~of isMulticortex ~~qualified~~for in$3,000,000 ~~its~~exercisable ~~entirety~~for bya ~~reference~~period of one year. In addition, HUMBL’s obligation to pay 15% of Regulation A+ proceeds to Multicortex was terminated. HUMBL believes that the JVTermination Agreement ~~which~~ is ~~filed~~a superior option to the Joint Venture Agreement because it still provides HUMBL the ability to purchase a controlling interest in Multicortex, but with the added flexibility of full control of any proceeds from a Regulation A+ offering and more time to evaluate Multicortex’s business prospects. The HUMBL common shares issued to the founders of Multicortex will also be cancelled as ~~Exhibit~~part 10of the Termination Agreement.1 In addition, the parties agreed in the Termination Agreement that HUMBL would continue to ~~this~~provide ~~Current~~introductions ~~Report~~and onsales ~~Form~~support ~~8-K~~for Multicortex and to work together in good faith to negotiate appropriate sales commissions.

The ~~Company~~foregoing ~~entered~~descriptions ~~into~~of anthe ~~Amendment~~Termination toAgreement ~~Asset~~does ~~Purchase~~not ~~Agreement~~purport ~~with~~to ~~WSCG,~~be ~~Inc.~~complete ~~(“WSCG”)~~ and ~~WSCG~~is ~~HUMBL,~~qualified ~~SPV on April 7, 2025 (“Amendment”). The Amendment was entered into~~ in ~~connection~~its ~~with~~entirety ~~that~~by ~~certain~~reference ~~Asset Purchase Agreement among the parties dated December 2, 2024 (the “Asset Purchase Agreement”). Pursuant~~ to ~~a prior amendment to the Asset Purchase Agreement, the~~ ~~parties extended~~ the ~~date~~Note by which ~~the~~is ~~Company~~filed ~~must~~as ~~apply~~Exhibit ~~to FINRA to have its name changed from 60 days from closing to 120 days from closing~~10.1 ~~Pursuant~~ to this ~~Amendment,~~Current ~~the~~Report ~~parties~~on ~~agreed~~Form that the Company will have until June 30, 2025 to apply to FINRA to change the name of the Company from HUMBL, Inc. to HUMBL Ventures, Inc. The Amendment also granted the Company: (a) a limited right to use the HUMBL name and related trademarks in connection with the HUMBL Ventures, Inc. entity name; and (b) the right to continue using the “HMBL” ticker symbol until such time as WSCG decides it would like to acquire such ticker symbol in connection with a go8-~~public transaction~~K.

The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the Amendment which is filed as Exhibit 10.2 to this Current Report on Form 8-K.

Item 7.01 Regulation FD Disclosure

On April 8, 2025, the Company issued a press release regarding the JV Agreement, which is included as Exhibit 99.1. The information furnished in this Item 7.01 and Exhibit 99.1 of this Current Report on Form 8-K shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act, except as expressly set forth by specific reference in such a filing.

On April 8, 2025, the Company issued a press release regarding the Amendment, which is included as Exhibit 99.2. The information furnished in this Item 7.01 and Exhibit 99.2 of this Current Report on Form 8-K shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Item 9.01 Financial Statements and Exhibits.

	Exhibits
	10.1		~~Joint~~Termination ~~Venture~~ Agreement ~~between HUMBL, Inc. and MultiCortex LLC~~ dated ~~April~~July 321, 2025
	10.2		Amendment to Asset Purchase Agreement among HUMBL, Inc., WSCG and WSCG HUMBL SPV effective April 7, 2025
	99.1		Press Release regarding JV Agreement dated April 8, 2025
	99.2		Press Release regarding Amendment dated April 8, 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, ~~HUMBL~~the Company has duly caused this report to be signed on its behalf by the ~~undersigned~~ undersigned thereunto duly authorized.

Date: April 9, 2025	HUMBL, Inc.
Date: July 25, 2025	HUMBL, Inc.
	By:	/s/ Thiago Moura
		Thiago Moura
		President and CEO

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