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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
March 23, 2026
Forum Markets, Incorporated
(Exact name of registrant as specified in its charter)
| Delaware |
|
001-38105 |
|
90-1890354 |
(State or Other Jurisdiction
of Incorporation) |
|
(Commission File Number) |
|
(IRS Employer
Identification No.) |
2875
South Ocean Blvd, Suite
200
Palm
Beach,
FL |
|
33480 |
| (Address of Principal Executive Offices) |
|
(Zip Code) |
(650) 507-0669
(Registrant’s telephone number, including
area code)
(Former name or former address, if changed since
last report)
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General
Instruction A.2. below):
| ☐ | Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b)
of the Act:
| Title of each class |
|
Trading symbol(s) |
|
Name of each exchange on which registered |
| Common Stock, par value $0.0001 per share |
|
FRMM |
|
The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the
Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.01. Entry into
a Material Definitive Agreement.
On
March 23, 2026, Forum Markets, Incorporated (the “Company”), through its wholly-owned subsidiary ETHZilla Modular Mortgage
LLC, a Florida limited liability company (“EMM”), entered into a Master Loan Purchase Agreement (the “MLPA”) and
a Master Loan Servicing Agreement (the “MLSA”)
with Zippy Loans, LLC, a Delaware limited liability company (“Zippy Loans”).
As
previously disclosed in the Company’s Current Report on Form 8-K filed on January 30, 2026, EMM completed a one-time purchase of
95 manufactured home chattel loans from Zippy Manufactured Home Credit Fund I L.P. The MLPA and MLSA described herein establish a revolving
forward-flow loan purchase program.
Pursuant
to the MLPA, EMM has, subject to conditions precedent, committed to purchase on an ongoing revolving basis as those loans are originated,
manufactured home chattel loan receivables originated by Zippy Loans (the “Loans”), together with the related security
interests in the manufactured homes securing such Loans, up to an aggregate commitment amount of $150,000,000 over a five-year term. Loans
will be purchased at a price equal to a fixed percentage of the outstanding principal balance of each Loan as of the applicable purchase
cut-off date, as set forth in the MLPA. Each Loan purchased under the MLPA must satisfy minimum eligibility criteria relating to, among
other things, FICO score, loan-to-value ratio, loan size, loan term and geographic concentration.
The
MLPA includes, among other things, representations and warranties of Zippy Loans with respect to each Loan sold thereunder, repurchase
obligations of Zippy Loans upon the occurrence of certain repurchase events, eligibility criteria governing Loans eligible for purchase,
and customary indemnification and confidentiality provisions. The MLPA has an initial term of five years from the Effective Date, subject
to earlier termination in accordance with its terms.
Concurrently
with the execution of the MLPA, EMM and Zippy Loans entered into the first Purchase Commitment under the MLPA (the “Purchase
Commitment”), covering the period from March 23, 2026 through June 30, 2026, with a commitment amount of up to $15,000,000.
On March 23, 2026, FRMM acquired 31 manufactured home chattel loans (the “Initial Loans”), together with the related
security interests in the manufactured homes securing the Initial Loans, for a total purchase price of $1,436,710.67. The acquisition
was funded with cash on hand.
Pursuant
to the MLSA, Zippy Loans will service the Loans purchased by EMM under the MLPA in accordance with accepted servicing practices for manufactured
home chattel loans as set forth in the MLSA. The servicing fee payable to Zippy Loans is calculated on a per annum basis as a percentage
of the aggregate outstanding loan balance of the serviced Loans, tiered by FICO score, and is subject to a minimum monthly servicing fee.
Zippy Loans is required to deposit all collections into a segregated servicing account and remit such collections (net of servicing fees
and reimbursable expenses) to EMM on each monthly payment date. The MLSA provides for customary servicer events of default and, upon the
occurrence of a servicer event of default, EMM has the right to terminate the servicing arrangement and transfer servicing to a successor
servicer. The MLSA remains in effect until all Loans have been paid in full, discharged or otherwise liquidated, subject to earlier termination
in accordance with its terms.
As
discussed in greater detail in the Current Report on Form 8-K filed by the Company on December 10, 2025, on December 9, 2025, the Company
holds approximately 15% of the fully-diluted ownership of Zippy, Inc., a Delaware corporation, which is the parent company and sole owner
of Zippy Loans.
The
foregoing description of the MLPA, Purchase Commitment and MLSA does not purport to be complete
and is subject to, and qualified in its entirety by reference to, the full text of the MLPA, Purchase
Commitment and MLSA, copies of which are filed herewith as Exhibit 10.1, Exhibit 10.2 and Exhibit 10.3, respectively, and
are incorporated in this Item 1.01 by reference.
Item 2.01. Completion of Acquisition or Disposition
of Assets.
The
Initial Loans were acquired on March 23, 2026, as discussed in greater
detail in Item 1.01 above, which information and disclosures are incorporated by reference into this Item 2.01 in their entirety, to the
extent required by Item 2.01 of Form 8-K.
The
Company has determined that the acquisition of the Initial Loans constitutes an acquisition of assets, rather than a business, for purposes
of Item 2.01 of Form 8-K, and has accordingly determined that no financial statements or pro forma financial information are required
to be filed under Item 9.01 of Form 8-K in connection with the transaction.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. |
|
Exhibit |
| 10.1£# |
|
Master Loan Purchase Agreement, effective as of March 23, 2026, by and between ETHZilla Modular Mortgage LLC and Zippy Loans, LLC. |
| 10.2£ |
|
Purchase Commitment, effective as of March 23, 2026, by and between Zippy Loans, LLC and ETHZilla Modular Mortgage LLC. |
| 10.3£# |
|
Master Loan Servicing Agreement, dated as of March 23, 2026, by and between Zippy Loans, LLC and ETHZilla Modular Mortgage LLC. |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document). |
| £ |
|
Certain schedules and exhibits (or similar attachments) have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company agrees to furnish a copy of all omitted exhibits and schedules to the SEC upon its request. |
| # |
|
Portions of this exhibit have been redacted in accordance with Item 601(b)(2)(ii) or Item 601(b)(10)(iv) of Regulation S-K, as applicable. The Company agrees to furnish supplementally an unredacted copy of the exhibit to the SEC upon its request. |
SIGNATURES
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
| |
FORUM MARKETS, INCORPORATED |
| |
|
| Date: March 27, 2026 |
By: |
/s/ McAndrew Rudisill |
| |
|
Name: |
McAndrew Rudisill |
| |
|
Title: |
Chief Executive Officer |
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