Forwardly will be unable to sell these shares until they are registered with the SEC, and the company has no intention of disposing of any stock at depreciated values.
“Somebody knows something” The something I am be curious about is that Brighton Capital financing arrangement that fell through and they were paid off. Will Brian ever disclose the reason for that? Was it just some bogus deal to pump the stock?
HUMBL Announces $50 Million Equity Financing Agreement and Bridge Note April 14, 2021 19:26 ET | Source: HUMBL, Inc.
San Diego, California, April 14, 2021 (GLOBE NEWSWIRE) -- HUMBL, Inc. (OTC Markets: HMBL) announced today that it has closed on a $3,000,000 bridge note from Brighton Capital Partners, LLC (Brighton Capital). In addition, HUMBL® and Brighton Capital have executed an Equity Financing Agreement in which Brighton Capital has agreed to purchase up to $50,000,000 of HUMBL common stock. The right to cause Brighton Capital to purchase these shares is solely at HUMBL’s election.
Pursuant to the Equity Financing Agreement, Brighton Capital agreed to purchase up to $50,000,000 of HUMBL common stock. 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.
The note also contains a redemption right, where beginning on the earlier of the effective date of an S-1 Registration Statement and the 12-month anniversary of the note, Brighton Capital may cause HUMBL to redeem all or any portion of the note.
HUMBL may pay such redemptions in cash or stock at its election. If HUMBL elects to pay in stock, such payment will be made at 80% of the market price of the stock. The note will serve as a bridge loan to the $50,000,000 Equity Financing Agreement.
About HUMBL
HUMBL is a new, Web 3 platform that seamlessly connects creators, consumers and merchants in the digital economy. HUMBL has three core business divisions: HUMBL Mobile, HUMBL Marketplace, and HUMBL Financial, which work together to package new technologies like blockchain for global consumers.
——- No registration appears to have ever happened.
On April 14, 2021 we received bridge financing in the form of a loan in the principal amount of $3,300,000 from Brighton Capital Partners, LLC (“Brighton Capital” or “BCP”) for which we issued them a convertible promissory note due 15 months after April 14, 2021 (July 14, 2022). 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. Under the terms of the note, Brighton Capital has a right of redemption commencing on the earlier of an effective date of a Registration Statement and the 12-month anniversary of the note, to cause us to redeem all or any portion of the note in cash or shares of our common stock, at the Company’s election. Any redemption with shares of our common stock shall be at the “market price” which is defined as 80% of our lowest closing trade price for the 10 consecutive trading days prior to the date on which the market price is measured. The note serves as a bridge loan to a $50,000,000 Equity Financing Agreement. The Company recognized a beneficial conversion feature on this note in the amount of $3,300,000. Under the terms of the Equity Financing Agreement, Brighton Capital agreed to purchase up to $50,000,000 of our common stock during a 12-month period commencing upon (i) a registration statement filed with the Securities and Exchange Commission registering the shares underlying the EPA has been declared effective; (ii) the above $3,300,000 bridge note issued by us to Brighton Capital having been repaid in full and (iii) we shall have up-listed to the OTCQB or OTCQX. We have the right, but not the obligation, to sell our shares of common stock to Brighton Capital. If we elect to cause Brighton Capital to purchase our shares of common stock under a put option, the put option price shall be equal to 80% of the lowest trading price in the ten-trading day period immediately prior to the delivery of the Put Notice. Unless we and Brighton Capital agree to a greater amount, each Put Notice shall not exceed the lesser of (a) $3,500,000; and (b) 100% of the average daily trading dollar volume of the previous five days provided that the number of shares sold to Brighton Capital shall not cause the aggregate number of shares of our common stock beneficially owned by Brighton Capital and its affiliates to exceed 4.99% of the outstanding shares of our common stock. Each Put Notice shall be conditional upon the continued effectiveness of a registration statement to allow Brighton Capital to freely sell our shares of common stock that it will hold. The Company was required to file a registration statement within 60 days of the execution of a Rights Agreement entered into on April 14, 2021. The Company was granted a waiver of that requirement so long as the registration statement is filed by August 1, 2021, which it was. The Company has agreed to pay Brighton Capital a commitment fee equal to 1% of the commitment amount which will be paid in shares of our common stock that will piggyback on a registration statement. On October 26, 2021, the Company and BCP agreed to terminate the Equity Financing Agreement.
Why? Because they certainly are burning through cash pretty quickly?
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