Monday, April 21, 2025 9:03:26 PM
Either way, the Company’s announcements neutralized negative press, convinced shareholders that it had just received the funding necessary to develop HUMBL products to be appealing and useful, and, ultimately, inched Defendants towards their conversion date.
For example, on April 14, 2021—the same day that the Company filed its first Annual Report alerting shareholders to the 10,000:1 conversion rate—HUMBL announced a $50 million Equity Financing Agreement and Bridge Note from Brighton Capital: “If HUMBL elects to cause Brighton Capital to purchase shares, the shares will be purchased at a 20% discount. HUMBL will have the right to cause Brighton Capital to purchase shares under the agreement following the effectiveness of an S-1 Registration Statement. In exchange for $3,000,000 in cash, HUMBL issued to Brighton Capital a $3,300,000 Convertible Promissory Note. The note bears interest at 10% per annum and is convertible at Brighton Capital’s election at a fixed price of $3.15 per share.”
On July 29, 2022, HUMBL’s S1 application revealed that Foote’s parents, sister and cousin were investors in HUMBL LLC and owned approximately 26.67% of the investor interests in Brighton Capital. Notably, the Texas Secretary of State indicates that Brighton Capital Partners, LLC was registered on March 24, 2021 – just 3 weeks before HUMBL issued the Press Release about the Equity Financing Agreement. The address of the LLC is a residential property. Indeed, there is no evidence to suggest that Brighton Capital had the capacity to fulfill a $50 million investment in HUMBL. Unsurprisingly, on October 26, 2021, the Company and Brighton agreed to terminate the Equity Finance Agreement, but HUMBL agreed to pay Brighton a termination fee in the form of 1,275,000 common shares.
Foote appears to have used the news of the $50 million financing deal to negate the negative press associated with disclosing the 10,000:1 conversation rate.
the agreement, enriching Foote’s family members via a termination fee paid for with common shares, and leaving HUMBL shareholders with nothing to show but additional dilution.u
Recent RWAX News
- TAP Real Estate Welcomes Jeff Jarrard as Chief Technology Officer • GlobeNewswire Inc. • 04/09/2026 10:10:00 PM
- Form 8-K - Current report • Edgar (US Regulatory) • 04/06/2026 08:05:24 PM
- Form 10-K - Annual report [Section 13 and 15(d), not S-K Item 405] • Edgar (US Regulatory) • 03/31/2026 05:17:19 PM
- Form 8-K - Current report • Edgar (US Regulatory) • 03/30/2026 01:05:32 PM
- TAP Real Estate Technologies Announces Completion of Corporate Name Change and New Ticker Symbol • GlobeNewswire Inc. • 03/04/2026 10:13:00 PM
