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Monday, 03/03/2025 4:21:46 AM

Monday, March 03, 2025 4:21:46 AM

Post# of 161077
Jacob Fernane via Stocktwits (03/03/25)

https://stocktwits.com/jacobfernane/message/606446093


"Accounts like yours that post comments based on literally no due diligence and have no clue what you’re even saying are a disservice to this entire sector of the market.

It’s already difficult to read through the typical structures that carry an extreme cost of capital, often resulting in significant dilution and a cap table that becomes nearly impossible for companies to raise subsequent capital without investors or lenders requiring aggressive terms to mitigate risk.

There continue to be extreme numbers of companies deficient in their continued listing standards, and Nuburu is a perfect example of a company that’s had every reason, including the financing that you posted, which was blocked in court by a lender who went as far as filing a public complaint and lawsuit against Nuburu for “violating their right of first refusal” and a “transaction restriction clause.”

These terms were from a transaction where the lender purchased aged debt from a third party and exchanged it under a 3(a)(9) exemption for new debt that required shareholder approval to convert at a discount greater than 19.99% to the market price.

Furthermore, instead of aiding in recapitalizing the company using pre-funded warrants at a market premium, they required the company to enter into an additional convertible note, which:
 1. Violated covenants within the outstanding senior secured notes by entering into a new debt security exceeding $100,000;

 2. Involved an investment bank advising the placement with a cost of capital over 40%;

 3. Required the company to register the new note under an S-1, which violated our registration rights by ignoring prior subscription agreements entered into with the company.

The prior executive team of $BURU entered into this transaction desperately and fully aware of the risks. Instead of pursuing legal recourse, we simply let it go and structured a multi-stage financing transaction that the company needed to monetize their impressive IP portfolio, with terms that I challenge you to find anywhere close to comparable.

As mentioned, this transaction was blocked in court until the “restriction period” ends, nearly suffocating the company as the lender prevented any new transactions and also had zero intention of matching terms or aiding the company’s progress. On the contrary, as far as I know, they requested a $3M convertible note as a penalty for lost profits, claiming they could not liquidate the notes during the strong price action resulting from the announcement of the very financing they then blocked.

This is all in public filings, easily verifiable. I don’t often spend time reading or commenting on these boards, but occasionally when the narrative and speculation are so far from reality, I’m willing to engage in a public discussion, live stream, or invite you to an actual conversation with me. I’m happy to spend time walking through contracts, transaction structures, deal terms, trade records of past transactions, or answer any questions you may have about Liqueous or myself.

In my opinion, the only positive outcome from both $HMBL and $BURU has been the major transition in executive teams who, although experienced in their own right, were unfamiliar with these stages of the market.

I’ve been drafting a document outlining the adoption of a series of strategies that I believe could provide a framework for HMBL to meet exchange listing requirements and achieve an uplisting without a reverse split if executed correctly.

I’m not a control person, affiliate, or someone who controls their management or business decisions. However, I plan to publish the paper publicly for community feedback and advocacy in pursuing theoretical concepts and strategies that have successfully created a deflationary outstanding share count and deferred dilution through:

 1. Exchange Offering – converting common stock into preferred stock, providing a significant premium for those who choose to exchange and a subsequent discount upon conversion (convertible only post-uplisting), along with a leak-out provision tied to volume.

 2. Stock Buyback Plan.

 3. Rights Offerings for future capital raising.

 4. Strategic equity swap, with the majority of equity distributed as special dividends to shareholders.

There are other ideas as well, ultimately centered around empowering HMBL’s greatest asset—its massive shareholder base—to create a clear value proposition for deeply undervalued companies like $BURU. Such companies could strategically partner with HMBL to aid in Latin American business development while entering equity swaps that primarily benefit HMBL shareholders, providing tangible value. This would mutually benefit the partner company by adopting the entire HMBL community once they dividend out approximately 70% of BURU shares—roughly $1.4M in value, close to a 10% special dividend based on HMBL’s market cap.

For most nano, micro, small, or mid-market companies, adopting this shareholder base alone represents a 10-50x increase over their current shareholder numbers, offering a priceless opportunity to perform and retain shareholders. Although I wasn’t present for the historic run in 2021, it is my opinion that prior examples like $GME and $AMC have proven that a large, like-minded community can instill unquantifiable value. As crazy as a HMBL uplisting without a reverse split may seem, I believe it’s more than possible and is the storybook ending it deserves.

Ultimately, there are many moving parts, but I strongly believe the community should focus on open discussions, ideas, and spending time educating or asking questions.

As mentioned, if you or anyone else wishes to have a constructive conversation, please feel free to message me."
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