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Forum Markets, Incorporated filings document the regulatory record of a Nasdaq-listed operating company that was formerly ETHZilla Corporation and 180 Life Sciences Corp. The filings cover common stock registration details, material-event reports, earnings releases, Regulation FD disclosures, and capital-structure changes, including the elimination of Series B Convertible Preferred Stock designations.
Its SEC record also includes disclosure on share repurchase activity, at-the-market equity sales arrangements, Form S-3 registration references, equity compensation awards under the 2025 Omnibus Incentive Plan, board and governance matters, risk factors, and a Form 12b-25 notice related to the timing of the annual report.
Forum Markets, Incorporated reported a sharp swing into loss as it pivots to a digital-asset and real‑world‑asset tokenization model. For the three months ended March 31, 2026, it generated $2.9 million of revenue, mainly from ETH staking and aircraft engine rentals.
The company posted a net loss of $76.3 million, driven largely by a $72.9 million net other expense tied to derivatives, digital asset revaluation and a make‑whole provision, on top of a $4.6 million operating loss. Total assets fell to $207.6 million from $306.3 million as digital asset holdings declined to $28.3 million and staking receivables were unwound.
Cash and cash equivalents increased to $65.9 million, supported by large ETH sales; the company sold about 57,726 ETH for $128.1 million and ended the quarter with roughly 12,441 ETH, largely pledged against a $25.9 million collateralized loan. Forum launched aircraft engine leasing and a private Eurus Aero Token offering, built loan portfolios in auto and manufactured home finance, and later repurchased 5.75 million shares for $24.9 million while a special committee reviews strategic alternatives.
Forum Markets, Incorporated reported its first meaningful quarter of operations, generating Q1 2026 revenue of $2.9 million from real-world asset and financing activities. Despite this, the company posted a net loss from continuing operations of $77.5 million, driven largely by fair value changes in receivables, digital assets and derivative liabilities, leading to Adjusted EBITDA of $(76.0) million.
As of March 31, 2026, Forum held cash and cash equivalents of $65.9 million and total assets of $207.6 million, with stockholders’ equity of $168.3 million. Management highlighted a significant share repurchase program, using about $25 million to retire 5.8 million shares, and now expects a moderately slower near-term AUM growth trajectory while reaffirming its 2027 revenue outlook.
The company positions itself as a digital asset platform focused on tokenizing institutional-grade, yield-generating real-world assets, including new AI infrastructure bridge-financing backed by NVIDIA GPUs. It continues to invest heavily in platform build-out, multi-channel distribution and institutional partnerships to support its long-term tokenization and yield strategy.
FORUM MARKETS Inc insider Konstantin Lomashuk, reported as a ten percent owner, filed an initial Form 3 showing indirect holdings in the company’s securities through Cayman Islands entities. The filing lists 1,487,389 shares of Common Stock held indirectly by Cyber Citadel.
It also discloses indirect ownership of warrants over Common Stock, including warrants linked to 546,433 underlying shares with an exercise price of $27.75 per share, and additional warrants over 1,555,573 underlying shares at an exercise price of $0.001 per share. Footnotes state that these warrants are subject to a 9.99% beneficial ownership blocker, which can be adjusted upon 61 days’ notice but not above 19.99%, and that the warrants have no expiration date.
Forum Markets, Incorporated provided an update on its share repurchase program, which was reinitiated effective April 15, 2026. Since then, the company has repurchased and cancelled approximately 5,647,351 shares of common stock at an average price of about $4.26 per share, for a total cost of roughly $24.1 million funded with existing cash.
All repurchased shares have been retired and are no longer outstanding, leaving about 14,649,582 shares of common stock issued and outstanding as of April 28, 2026. The company states that additional repurchases may continue through open market purchases, privately negotiated transactions, or other methods, subject to law, market conditions, and its financial position.
Forum Markets, Incorporated filed a Form 8-K to report a change in its capital structure. On April 23, 2026, the company filed a Certificate of Elimination in Delaware, removing the previously authorized Series B Convertible Preferred Stock from its charter.
As of the filing date, no shares of this Series B preferred were issued or outstanding, and the company states that no shares will be issued under that prior designation. The Certificate of Elimination became effective at 12:01 a.m. on April 24, 2026, and the full text is included as an exhibit.
Forum Markets, Incorporated disclosed that its Board has reinitiated the Company’s share repurchase program effective April 15, 2026, including potential buybacks in volumes that may exceed Rule 10b-18 safe harbor limits. The Board describes repurchases at current prices as a direct signal of its conviction in the Company’s intrinsic value.
The Board also formed a Special Committee of independent directors Angela Dalton, Michael Edwards, and Jason New to evaluate proposals intended to narrow the gap between Forum’s market value and its intrinsic value and to determine the best outcome for shareholders. The Special Committee will review approaches received to date and consider a full range of value-maximizing pathways.
In addition, the Board retained Clear Street Investment Banking as independent financial advisor to support the Special Committee with valuation work and strategic options analysis. While these initiatives proceed, Forum plans to continue executing its business plan as a digital asset platform focused on tokenizing institutional-grade real-world assets to drive revenue and cash flow growth.
Forum Markets, Incorporated detailed a new strategy to deploy capital into short-term bridge loans that finance the purchase and deployment of NVIDIA AI chips. These loans are expected to generate annualized returns in the mid-teens and sit ahead of longer-term “take-out” financing from institutional lenders.
The first contemplated deal is an AI chip infrastructure loan to a U.S.-based neocloud operator, where Forum expects to commit at least $25 million and up to $50 million. Forum can choose which deals to fund and intends to tokenize some or all of its loan positions on its Ethereum-based digital asset platform to broaden investor access and enhance the yield profile of its tokenized product pipeline.
Forum Markets, Incorporated is updating its at-the-market offering program to permit the sale of up to $500,000,000 of common stock through or to Clear Street LLC and TCBI Securities, Inc. d/b/a Texas Capital Securities as sales agents or principals under its Form S-3 registration statement (File No. 333-288194).
The filing amends and restates the sales agreement to move sales back to the June Form S-3 registration statement and to include Texas Capital Securities as an additional agent; sales may be made in negotiated transactions, block trades or other methods qualifying as an at the market offering.