NOTE 12: STOCKHOLDERS’ EQUITY (DEFICIT)

Preferred Stock

As of March 31, 2026 and December 31, 2025, the Company has 10,000,000 shares of Preferred Stock authorized, designated as follows: 7,000,000 shares of Series A Preferred Stock authorized, 570,000 shares of Series B Preferred Stock, 20,000 shares of Series C Preferred Stock, and 250,000 shares of Series D Preferred Stock authorized. All shares of preferred stock have a par value of $0.00001.

Series A Preferred Stock

Dividends. Shares of Series A Preferred Stock shall be entitled to receive, out of funds legally available for that purpose, on the same terms and conditions as that of holders of common stock, as may be declared by the Board of Directors.

Conversion. There are no conversion rights.

Redemption. Subject to certain conditions set forth in the Series A Certificate of Designation, in the event of a Change of Control (defined in the Series A Certificate of Designation as the time at which as a third party not affiliated with the Company or any holders of the Series A Preferred Stock shall have acquired, in one or a series of related transactions, equity securities of the Company representing more than fifty percent (50%) of the outstanding voting securities of the Company), the Company, at its option, will have the right to redeem all or a portion of the outstanding Series A Preferred Stock in cash at a price per share of Series A Preferred Stock equal to 100% of the liquidation value.

Voting Rights. Holders of Series A Preferred Stock are entitled to vote on all matters, together with the holders of common stock, and have the equivalent of one thousand (1,000) votes for every share of Series A Preferred Stock held.

Liquidation. Upon any liquidation, dissolution, or winding-up of the Company, whether voluntary or involuntary, the holders of Series A Preferred Stock shall be entitled to receive out of the assets, whether capital or surplus, of the Company an amount equal to the liquidation value of the Series A Preferred Stock before any distribution or payment shall be made to the holders of any junior securities, and if the assets of the Company is insufficient to pay in full such amounts, then the entire assets to be distributed to the holders of the Series A Preferred Stock shall be ratably distributed among the holders in accordance with the respective amounts that would be payable on such shares if all amounts payable thereon were paid in full.

The 7,000,000 shares were issued to a former officer of the Company and assigned to Thiago Moura, the former CEO at the time of the acquisition of HUMBL assets by TAP. These shares were repurchased by Brian Foote in the settlement with Mr. Moura.

Series B Preferred Stock

Prior to the amendment of the Certificate of Incorporation on October 29, 2021, the criteria established for the Series B Preferred Stock was as follows:

Dividends. Shares of Series B Preferred Stock shall be entitled to receive, out of funds legally available for that purpose, on the same terms and conditions as that of holders of common stock, as may be declared by the Board of Directors.

Conversion. Each share of Series B Preferred Stock shall be convertible at the option of the holder thereof at any time after December 3, 2021 at the office of the Company or any transfer agent for such stock, into ten thousand (10,000) fully paid and nonassessable shares of common stock subject to adjustment for any stock split or distribution of securities or subdivision of the outstanding shares of common stock.

Redemption. Subject to certain conditions set forth in the Series B Certificate of Designation, in the event of a Change of Control (defined in the Series B Certificate of Designation as the time at which as a third party not affiliated with the Company or any holders of the Series B Preferred Stock shall have acquired, in one or a series of related transactions, equity securities of the Company representing more than fifty percent (50%) of the outstanding voting securities of the Company), the Company, at its option, will have the right to redeem all or a portion of the outstanding Series B Preferred Stock in cash at a price per share of Series B Preferred Stock equal to 100% of the liquidation value.

Voting Rights. Holders of Series B Preferred Stock are entitled to vote on all matters, together with the holders of common stock, and have the equivalent of ten thousand (10,000) votes for every share of Series B Preferred Stock held.

Liquidation. Upon any liquidation, dissolution, or winding-up of the Company, whether voluntary or involuntary, the holders of Series B Preferred Stock shall be entitled to receive out of the assets, whether capital or surplus, of the Company an amount equal to the liquidation value of the Series B Preferred Stock before any distribution or payment shall be made to the holders of any junior securities, and if the assets of the Company is insufficient to pay in full such amounts, then the entire assets to be distributed to the holders of the Series B Preferred Stock shall be ratably distributed among the holders in accordance with the respective amounts that would be payable on such shares if all amounts payable thereon were paid in full.

During the three months ended March 31, 2026 and 2025, there were no conversions of Series B Preferred Stock, respectively.

As of March 31, 2026, the Company has 335,445 shares of Series B Preferred Stock issued and outstanding.

Series C Preferred Stock

On October 24, 2023, the Company filed a Certificate of Designation with the State of Delaware to designate 20,000 shares to be authorized for Series C Preferred Stock.

The criteria established for the Series C Preferred Stock was as follows:

Dividends. Shares of Series C Preferred Stock shall not be entitled to receive any dividend.

Conversion. (a) Automatic Conversion – upon such time the Company shall become listed on a national securities exchange, the Series C Preferred stock shall automatically convert into shares of the Company’s common stock at a conversion price equal to a 25% discount to the public offering price, if the uplist occurs in connection with an underwriters effective registration statement registering the offer and sale of the Company’s common stock, or, in the event that the uplist occurs without a public offering, then the conversion rate shall be a 25% discount to the opening trading price on such national securities exchange. In connection with a public offering, each holder hereby consents to a cutback and/or lockup not to exceed 180 calendar days of its as-converted common stock if such cutback and/or lockup is required by the underwriter of the public offering; and (b) Voluntary Conversion – after the two year anniversary of the issuance of any share of Series C Preferred Stock, and provided that an uplist has not been consummated, the holder may convert their shares of Series C Preferred Stock, at their sole and absolute discretion into shares of common stock at the then fair market value of the common stock.

Redemption. The Series C Preferred Stock shall not be subject to mandatory redemption.

Voting Rights. Holders of Series C Preferred Stock shall have no voting rights.

Liquidation. In the event of any liquidation, dissolution or winding up of the Company, whether voluntary or involuntary (“Liquidation Event”), before any distribution or payment shall be made to the holders of the Series C Preferred Stock, and after the distribution or payment to the Series A Preferred Stock and Series B Preferred Stock, in accordance with their respective terms, the holders of the Series C Preferred Stock shall be entitled to receive an amount per share equal to the sum of the initial issuance price applicable to such Series C Preferred Stock for each outstanding share of Series C Preferred Stock plus any declared but unpaid dividends on such share. The initial issuance price shall mean $1,000 per share (as adjusted for stock splits, stock dividends, recapitalizations, and similar transactions). If upon, any Liquidation Event, the assets of the Company shall be insufficient to make payment in full to the holders of the Series C Preferred Stock of the applicable Liquidation Preference, then such assets shall be distributed among the holders of the Series C Preferred Stock at the time outstanding, ratably in proportion to the full preferential amounts to which they would otherwise be entitled.

During the three months ended March 31, 2025, there were 758 shares of Series C Preferred Stock exchanged into 3,000,000,000 shares of common stock. In addition, 30 shares of Series C Preferred Stock were issued in an exchange of warrants for common stock. The Company reflected as a deemed dividend in the consolidated financial statements the value of the Series C Preferred Stock.

As of March 31, 2026, there are 2,301 shares of Series C Preferred Stock issued and outstanding.

Series D Preferred Stock

On July 16, 2024, the Company designated a new Series D Preferred Stock and authorized the issuance of up to 250,000 shares of this new series. The Series D Preferred Stock is not convertible into common stock and each share issued enables the holder to vote at a ratio of 500,000 common votes for 1 share of Series D Preferred Stock. Also on July 16, 2024, the Company issued 100,000 shares of Series D Preferred Stock to their CEO for compensation. The value of these shares is $250,000 as this value represents typical CEO compensation for a one-year period. There has been no other activity related to the Series D Preferred Stock.

Common Stock

The Company has 85,000,000,000 shares of common stock, par value $0.00001, authorized as of May 21, 2025, increased from 50,000,000,000. The Company has 59,243,782,943 and 53,618,782,943 shares issued and outstanding as of March 31, 2026 and December 31, 2025, respectively. On May 26, 2023, the Board of Directors agreed to increase the number of common shares authorized from 7,450,000,000 shares to 12,500,000,000 shares. The stockholders approved this action on May 29, 2023. This action became effective on July 27, 2023. On January 26, 2024, the Board of Directors agreed to increase the authorized common shares to 22,500,000,000 shares. On October 1, 2024, the Company increased its authorized common shares to 50,000,000,000 shares pursuant to the Definitive 14C filed in September 2024. On May 21, 2025, the Company increased its authorized common shares to 85,000,000,000 pursuant to the Definitive 14C filed April 30, 2025.

In the three months ended March 31, 2025, the Company: issued (a) 1,150,000,000 shares for an accrued expense valued at $1,380,000; (b) 634,431,833 shares in exchange for warrants valued at $200,079, which represents a deemed dividend. The Company received $111,000 for the warrants in April 2024; (c) 2,258,024,833 shares for conversion of notes payable and accrued interest valued at $1,154,152 that includes a loss on conversion of these shares in the amount of $577,315; and (d) issued 3,000,000,000 shares of common stock in exchange of 758 Series C Preferred shares, and the Company recognized a deemed dividend of $562,000 in the exchange.

In the three months ended March 31, 2026, the Company: issued (a) 125,000,000 shares for an accrued expense valued at $20,000; (b) 4,500,000,000 shares for conversion of notes payable of $1,150,000 that includes a loss on conversion of these shares in the amount of $302,730, net of $532,270 offset by the reduction in derivative liabilities; and (c) issued 1,000,000,000 shares of common stock for stock to be issued as of December 31, 2025. In addition, the Company received $510,000 in cash for stock that has not been issued as of March 31, 2026.

Stock Incentive Plan

On July 21, 2021, the Company established the 2021 Stock Incentive Plan (the “Plan”) for a total issuance not to exceed 20,000,000 shares of common stock. The purpose of the Plan is to promote the long-term growth and profitability of the Company by (i) providing key people with incentives to improve stockholder value and to contribute to the growth and financial success of the Company, and (ii) enabling the Company to attract, retain and reward the best-available persons.

The Plan permits the granting of Stock Options (including incentive stock options qualifying under Code Section 422 and nonqualified stock options), Stock Appreciation Rights, restricted or unrestricted Stock Awards, Restricted Stock Units, Performance Awards, other stock-based awards, or any combination of the foregoing.

Warrants

There were no warrants issued in 2026 and 2025.

During the three months ended March 31, 2026 and 2025, 0 and 75,000,000 warrants were exchanged or expired.

The following represents a summary of the warrants:

SCHEDULE OF WARRANTS ACTIVITIES

As of March 31, 2026, 1,578,000,000 warrants are vested.

For the three months ended March 31, 2026 and 2025, the Company incurred stock-based compensation expense of $956,620 and $956,620, respectively for the warrants in accordance with ASC 718-10-50-1 and ASC 718-10-50-2. The fair value of the grants was calculated based on the black-scholes calculation using the assumptions reflected in the chart below for both the service-based grants and the performance-based grants.

As of March 31, 2026, there remains unrecognized stock-based compensation expense related to these warrants of $532,518 comprising of service-based grants through June 30, 2026.

Options

As of March 31, 2026 and 2025, 4,878,660,000 and 3,660,000 options are exercisable.

SUMMARY OF STOCK OPTION  

For the three months ended March 31, 2026 and 2025, the Company incurred stock-based compensation expense of $300,000 and $0, respectively for the options in accordance with ASC 718-10-50-1 and ASC 718-10-50-2. The fair value of the grants was calculated based on the Black-Scholes calculation using the assumptions reflected in the chart below for the service-based grants.

In September 2025, the Company granted 1,875,000,000 stock options to their three directors. The options have a term of 10 years and the exercise price was the stock price on the date of grant.

In February 2026, the Company granted 3,000,000,000 stock options to their three directors. The options have a term of 10 years and the exercise price was the stock price on the date of grant.

Changes to these inputs could produce a significantly higher or lower fair value measurement. The fair value of each option/warrant is estimated using the Black-Scholes valuation model. The following assumptions were used for the periods as follows:

SUMMARY OF FAIR VALUE VALUATION TECHNIQUES