HUMBL, Inc. (OTCPK:HMBL) executed a definitive agreement to acquire Agora Digital Holdings, Inc. from Ecoark Holdings, Inc. (NasdaqCM:ZEST) and others for $60.2 million on August 11, 2022. As per the terms of the transaction, HUMBL is issuing 6,000 shares of Series C preferred stock valued at $10,000 per share. Upon completion of the transaction, Brad Hoagland will be appointed as Chief Executive Officer and Brian Foote will move to an Executive Chairman role.

The closing of this transaction is subject to HUMBL having firm commitments of at least $10,000,000 in gross capital proceeds for a capital raising transaction, the Board of Directors of Buyer shall fix the number of directors of HUMBL at seven and shall appoint the following as members of the Board of Directors: (i) five individuals designated by HUMBL, and (ii) two individuals designated by Ecoark, HUMBL shall have an aggregate balance of at least $1 million in its bank accounts at closing, HUMBL shall have obtained the requisite approvals and the filing of the Certificate of Designation authorizing HUMBL Shares with the Delaware Secretary of State. The transaction is subject to various closing conditions which Ecoark believes will close in August 2022. The transaction is expected to close on or before September 30, 2022.

Michael D. Harris of Nason, Yeager, Gerson, Harris & Fumero, P.A. acted as legal advisor to Ecoark while Brian Innes of Hansen Black Anderson Ashcraft PLLC acted as legal advisor to HUMBL.