8-K: HUMBL Reshuffles Leadership, Divests Key Assets

HUMBL, Inc. announced a significant leadership transition with a new CEO appointment and a settlement agreement involving asset divestitures and substantial share issuances.

Summary

• HUMBL, Inc. entered into a Settlement Agreement on September 11, 2025, with Ybyr Capital S.A., Brian Foote, and Thiago Moura.
• Ybyr Capital cancelled its right to receive $20,000,000 in common stock owed by HUMBL.
• Ybyr Capital transferred HUMBL Series A and Series D Preferred Shares back to Brian Foote in exchange for the cancellation of a promissory note owed by Ybyr to Mr. Foote.
• HUMBL terminated its relationship with Multicortex, LLC, including its option to purchase membership interests and joint operations selling AI computers.
• HUMBL agreed to pay Ybyr $10,000 in cash and $5,000 in common stock per month to retain FinCapital equity interests until December 31, 2025, at which time these interests will automatically transfer back to Ybyr.
• Thiago Moura resigned as an officer and director of HUMBL, effective upon the issuance of shares.
• HUMBL issued 850,000,000 shares of common stock to Thiago Moura within three business days of the agreement's execution.
• The parties agreed to a mutual release of claims related to the December 2, 2024 Stock Purchase Agreement.
• On September 12, 2025, HUMBL accepted Thiago Moura's resignation as CEO and board member.
• On September 16, 2025, Gregory Hopkins was appointed as the new Chief Executive Officer.
• Mr. Hopkins received a stock grant of 250,000,000 shares of common stock as compensation.

Sentiment

Score: 3

Explanation: The settlement resolves past disputes and brings in new leadership, which are positive. However, the substantial shareholder dilution from the issuance of 1.1 billion new shares, coupled with the divestiture of previously acquired assets (FinCapital and Multicortex), represents a significant negative impact on existing shareholder value and the company's asset base. The immediate financial outflows and uncertainty around the new strategic direction also contribute to a low sentiment.

Positives

• Resolution of outstanding obligations and disputes related to the December 2, 2024 Stock Purchase Agreement through a comprehensive settlement.
• Cancellation of Ybyr Capital's right to receive $20,000,000 in common stock, reducing a potential future dilution event from that specific obligation.
• Appointment of Gregory Hopkins as CEO, who brings extensive experience across public companies, private enterprises, and government service, potentially offering new strategic direction.

Negatives

• Significant dilution of existing shareholders due to the issuance of 850,000,000 common shares to former CEO Thiago Moura.
• Further dilution from the issuance of 250,000,000 common shares to new CEO Gregory Hopkins.
• Loss of FinCapital equity interests, which own magnesium silicate deposits, as these will transfer back to Ybyr Capital by December 31, 2025.
• Termination of the relationship and option to purchase Multicortex, LLC, including joint operations in AI computers, indicating a divestment from a potentially strategic technology area.
• Ongoing monthly cash payments of $10,000 and stock payments of $5,000 to Ybyr Capital until the FinCapital equity interests are transferred.

Risks

• Shareholder Dilution: The issuance of 1.1 billion new common shares (850M to Moura + 250M to Hopkins) represents a substantial increase in the outstanding share count, significantly diluting the ownership percentage and value of existing shareholders.
• Loss of Key Assets/Ventures: Divestiture of FinCapital (magnesium silicate deposits) and termination of the Multicortex (AI computers) relationship removes potentially valuable assets and strategic ventures from the company's portfolio.
• Uncertainty of New Strategic Direction: While the new CEO aims to bridge digital technologies and real-world assets, the specific path and success of acquiring 'new business' or 'potential companies and real-world assets' remain uncertain.
• Financial Outflows: The commitment to monthly cash and stock payments to Ybyr Capital, even if temporary, represents an ongoing financial obligation.

Future Outlook

HUMBL plans to transfer the FinCapital equity interests back to Ybyr at such time as it acquires a new business. The new CEO, Gregory Hopkins, will lead discussions around potential companies and real-world assets to bring into the HUMBL public company vehicle, aligning with the mission to bridge digital technologies and real-world assets.

Management Comments

• "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." Gregory Hopkins, new CEO.

Industry Context

The company's stated focus on "the convergence of digital technologies and real-world assets" aligns with broader industry trends exploring the application of blockchain, AI, and other emerging technologies to traditional sectors like real estate, energy, and resource management. The leadership transition and strategic shift away from previous ventures (FinCapital, Multicortex) suggest a re-evaluation of the company's core strategy, a common occurrence in rapidly evolving tech-adjacent industries where companies pivot to find sustainable growth models.

Comparison to Industry Standards

• NA. The filing does not provide specific financial or operational metrics that allow for a direct comparison to industry benchmarks or specific comparable companies/projects. The strategic shift and asset divestitures make direct comparisons challenging without further details on the new strategic direction and target acquisitions.

Management Changes

Corporate Governance

Legal Proceedings

• The parties agreed to a mutual release of claims arising out of facts and/or circumstances relating to the Stock Purchase Agreement, the Note, Ybyr's management of the Company, or the relationship of the parties arising before or as of the date of the Termination Agreement. This resolves past disputes.

Related Party Transactions

• Settlement Agreement involves Ybyr Capital S.A. (seller of FinCapital), Brian Foote (Seller, also involved in preferred share transfer), and Thiago Moura (former CEO, received 850M shares).
• Transfer of HUMBL Series A and Series D Preferred Shares from Ybyr Capital to Brian Foote.
• Issuance of 850,000,000 common shares to former CEO Thiago Moura as part of the settlement.
• Issuance of 250,000,000 common shares to new CEO Gregory Hopkins as compensation.

Stakeholder Impact

• Shareholders: Significant dilution of existing shareholdings due to the issuance of 1.1 billion new common shares. Loss of previously held assets (FinCapital, Multicortex) may impact future growth prospects. Potential for new strategic direction under new CEO.
• Management/Employees: Transition in leadership with a new CEO, potentially leading to shifts in company culture and strategic priorities.
• Creditors/Partners: Resolution of past obligations with Ybyr Capital, but ongoing monthly payments to Ybyr. Termination of relationship with Multicortex.

Next Steps

• HUMBL to transfer FinCapital equity interests back to Ybyr Capital by December 31, 2025, or earlier upon acquiring a new business.
• New CEO Gregory Hopkins to lead discussions on potential companies and real-world assets for acquisition.
• Bruno Ghizoni and Alessandro Faria are contingent on cancelling shares of Company common stock issued to them for the termination of Multicortex rights.

Key Dates

Recommendation

The filing details a significant and immediate negative impact on shareholder value. The issuance of 1.1 billion new common shares (850M to the former CEO and 250M to the new CEO) represents extreme dilution for existing shareholders. Furthermore, the company is divesting previously acquired assets, including FinCapital (magnesium silicate deposits) and terminating its AI computer venture with Multicortex, which removes potential future revenue streams or strategic value. While a new CEO is appointed and past disputes are settled, the immediate and substantial dilution, coupled with the loss of assets, outweighs any perceived positives and signals a deteriorating financial position for current equity holders.

Keywords

HUMBL, HMBL, SEC filing, 8-K, CEO transition, settlement agreement, Ybyr Capital, Thiago Moura, Gregory Hopkins, FinCapital, Multicortex, common stock, share issuance, dilution, corporate governance, management change, magnesium silicate, AI computers