TAP Real Estate Technologies Inc (RWAX)

[TenKay]

Let's deal with the FORW purchase of the warrants first...

I will address the FINRA/RS question in another post at some point.

As for the warrant transaction...here is what we know for sure based on the company disclosures.

1) In late November 2020, Forwardly purchased warrants convertible into 500 million shares of Common stock at an exercise price of $0.05 per share (this was before the split). The cost was $200,000. The term of the warrants was two years. (TSNP share price at the time was about $0.05 pre-split/$0.20 post split so the warrants were fairly priced). After the split the warrants exercise price went to $0.20 and the number of shares exercisable went down to 125,000,000….will use this basis for everything below.

2) The exercised shares from the warrants that Fowardly bought would not be able to be sold until the stock was registered via an S-1.

3) An S-1 had been filed in Nov. 2021 but did not include the stock that would be part of any exercise of the FORW warrants. They were added in the first amendment in Dec. '21. (HMBL price at the time $0.30)

4) In January, 2022 Forwardly Inc. exercised warrants for 10 million shares of HMBL for $2 million. FORW got the cash from George Sharp who purchases a note for the $2 million. HMBL share price was around $0.30…so the warrants were in the money.

5) The S-1 did not go effective until late July 2022…there was a lot of back and forth with the SEC. But seven months is a long time. By this point the shares that Forwardly paid $2,000,000 for were worth less than half that…the stock price was below $0.10.

6) The pps just continued to drop until…

7) Then, in November, 2022 HMBL disclosed that it had reached a “Court approved” settlement in which Forwardly received from HMBL $2.2 million covering the cost of the warrant purchase, the cost to exercise AND, here’s the kicker, FORW got to KEEP the exercised shares to cover the “interest”. At this point the stock price was just above $0.01.

What else do we know? We saw that the FORW exercise of the warrants was interpreted by the various SM hype has showing Sharp had confidence in the HMBL stock price. Plenty of posts on iHUB exactly to the effect. We also saw Sharp touting the value of the warrants to FORW when the stock price was riding pretty high. The entire transaction was being used to pump both stocks....until of course the rapidly declining share price took over the narrative.

Now all of the above is pretty much demonstrable fact.

It does raise some serious questions the primary one being…what exactly was the nature of the dispute over the warrants that required HMBL to COMPLETELY repay Forwardly their ENTIRE cost basis AND let them keep the stock?

Until we know the answer to that question, we are left with a number of pretty bad possibilities:

Possibility #1 – Foote completely screwed up the transaction or tried to screw over Sharp on the warrants, but Sharp had him dead to rights and basically forced him to give EVERYTHING back. If that is the case it was truly adversarial. This would certainly be legitimate and would probably make Foote look really really bad.

Possibility #2 – At some point when the stock price was tanking faster than expected and the S-1 was taking forever to go effective and George was losing money fast - a dispute was then manufacturer in order to allow FORW to get all its money back and be able to repay Sharp. In this case, and covertly, it was not adversarial…but then they would have misrepresented to the Court the true nature of things. That would be a BIG no-no.

Possibility #3 – There was some agreement or understanding in place at the time of the exercise that whatever happened, FORW would be kept whole if the stock price dropped to the point FORW lost money. If that was the case, and it wasn’t disclosed (which we see no evidence of), that would also be a big no-no.

I personally think it was something close to possibility #2. The delay in the S-1 was probably unexpected as was the Pref B dilution impact on the commons even after Foote instituted leak-out agreements. Sharp doesn’t like to lose money and he was down close to $2 million by they time that “settlement agreement” was reached. How he was able to roll Brian or convince him to reach the agreement will likely always be a mystery.

I doubt we will ever know the nature of the dispute unless some investor were to sue and extract it during discovery…to know whether it was bonafide or manufactured. There is probably a year left on the SOL??

But…there are not many, if any particularly benign explanations given the simplicity of the transaction…so…