Humbl, Inc. - 8-K

Item
1.01 Entry into a Material Definitive Agreement.

On
December 29, 2025, HUMBL, Inc. (the “Company”) issued a $550,000 Convertible Promissory Note (the “Note”) to
H-Cap Investments, LLC. The purchase price for the Note was $500,000. The Note is due in 12 months from the issuance date, has an original
interest discount of 10%, bears interest at the rate of 10% per year, and is convertible into Company common stock at 65% of the lowest
closing trade price of the common stock in the ten (10) trading days immediately preceding the applicable conversion date. The
purchase price for the Note is payable as follows: (a) $125,000 on or before December 31, 2025; (b) $125,000 on or before January 15,
2026; and (iii) $250,000 on or before February 1, 2026.

The
foregoing description of the Note does not purport to be complete and is qualified in its entirety by reference to the Note which is
filed as Exhibit 10.1 to this Current Report on Form 8-K.

On
December 30, 2025, the Company entered into a License Agreement (the “License Agreement”) with TAP, Inc. (“TAP”).
Pursuant to the License Agreement, the Company licensed from TAP the right to use TAP’s technology platform for use in the vertical
of real estate tokenization. The License Agreement lasts for a period of 90 days, during such 90-day period the parties intend
to negotiate and finalize a longer-term license to use the TAP technology. The Company has the right to use the licensed technology
royalty free during the term.

The
foregoing description of the License Agreement does not purport to be complete and is qualified in its entirety by reference to the License
Agreement which is filed as Exhibit 10.2 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
December 30, 2025, the Company appointed Gregory Hopkins to the board of directors to fill the vacancy left by the resignation of Thiago
Moura. Mr. Hopkins was also appointed as the Chairman of the board of directors. Mr. Hopkins brings extensive experience across public
companies, private enterprises, and government service. Mr. Hopkins is also currently serving as the Company’s Chief Executive
Officer.

There
is no arrangement or understanding between Mr. Hopkins and any other person pursuant to which Mr. Hopkins is to be selected as a director
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.

Item
9.01 Financial Statements and Exhibits.

Exhibits

10.1

Convertible Promissory Note dated December 29, 2025 issued by HUMBL, Inc. in favor of H-Cap Investments, LLC

10.2

License Agreement dated December 30, 2025 between HUMBL, Inc. and TAP, Inc.

104

Cover Page Interactive
Data File (embedded within the Inline XBRL document)