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2026-04-08
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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): April 8, 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 8.01 Other Events.
On April 8, 2026, Forum Markets,
Incorporated (formerly ETHZilla Corporation, which was formerly 180 Life Sciences Corp.) (“Forum”) issued a press release
announcing its participation in an arrangement to deploy capital into short-term bridge loans financing the acquisition and deployment
of NVIDIA AI chips — the graphics processing units (GPUs) that power modern AI data centers. Forum has partnered with a third-party
AI infrastructure bridge credit originator that establishes a framework for the originator to present to Forum, on a deal-by-deal basis,
short-duration bridge financing opportunities. Any transaction presented under the arrangement would be subject to the negotiation and
execution of definitive agreements and Forum is not obligated to participate in any transaction. When Forum does invest, a loan origination
partner handles all aspects of managing the loan from origination through repayment on Forum’s behalf. The arrangement is intended
to target annualized returns in the mid-teens with repayment anticipated upon funding of such term take-out.
The first transaction contemplated
under the arrangement is expected to be an AI chip infrastructure loan to a U.S.-based neocloud operator. Forum expects to commit a minimum
of $25 million—and up to $50 million at its election—at an annualized rate of return in the mid-teens.
The yield generated through
Forum’s participation in the AI chip infrastructure bridge lending arrangement is expected to enhance the overall return profile
of Forum’s tokenized product pipeline.
A copy of the press release
is filed as Exhibit 99.1 to this Current Report on Form 8-K.
Forward-Looking Statements
This Current Report on Form
8-K contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, including
statements regarding the expected benefits of the GPU infrastructure bridge financing arrangement, expectations with respect to future
performance including expected yield on committed transactions, Forum’s ability to tokenize its investment positions, and growth
of Forum. Forward-looking statements are subject to numerous risks and uncertainties, many of which are beyond Forum’s control,
and actual results may differ materially. These statements may be preceded by, followed by, or include the words “believes,”
“estimates,” “expects,” “projects,” “forecasts,” “may,” “will,”
“should,” “seeks,” “plans,” “targets,” “scheduled,” “anticipates,”
“soon,” “goal,” “intends,” or similar expressions. Forward-looking statements are not guarantees of
future performance, and involve risks, uncertainties and assumptions that may cause our actual results to differ materially from the expectations
that we describe in our forward-looking statements.
Applicable risks and uncertainties
include, among others, the performance of GPU infrastructure financed under arrangements with the Company’s third-party origination
partner and the ability of the takeout lender to fulfill its pre-committed takeout obligations; the risk that anticipated yield on bridge
financing transactions is not realized; the risk that Forum is unable to tokenize its investment positions as anticipated; Forum’s ability to achieve profitable operations;
risks relating to Forum’s recent acquisitions; expectations regarding the capitalization, resources and ownership structure of Forum; the digital assets held by Forum; fluctuations in the market price of ETH; government regulation
of cryptocurrencies; changes in securities laws or regulations; changes in business, market, financial, political and regulatory conditions;
and other risks identified under the heading “Risk Factors” in Forum’s Annual Report on Form 10-K for the fiscal year
ended December 31, 2025, as well as other information Forum has filed or may file with the U.S. Securities and Exchange Commission (the
“SEC”). Readers are encouraged to read Forum’s filings with the SEC, available at www.sec.gov. The forward-looking statements
in this Current Report on Form 8-K speak only as of the date of this document, and Forum undertakes no obligation to update any forward-looking
statements except as required by law.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | |
Exhibit |
| 99.1 | |
Press Release, dated April 8, 2026, announcing participation in AI chip infrastructure financing. |
| 104 | |
Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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: April 8, 2026 |
By: |
/s/ McAndrew Rudisill |
| |
Name: |
McAndrew Rudisill |
| |
Title: |
Chief Executive Officer |
2
Exhibit 99.1

Forum to Participate in AI Chip Infrastructure Financing to Purchase
NVIDIA GPUs; Targets Returns in the Mid-Teens
Forum intends to deploy capital into short-term AI chip infrastructure
loans and tokenize the loans through Forum’s digital asset platform
PALM BEACH, Fla., April 8, 2026 /PRNewswire/ — Forum Markets,
Incorporated (Nasdaq: FRMM) (“Forum”), a digital asset platform modernizing capital markets through the tokenization of real-world
assets on Ethereum, today announced that it has entered into an arrangement to deploy capital into short-term bridge loans financing the
acquisition and deployment of NVIDIA AI chips — the graphics processing units (GPUs) that power modern AI data centers — targeting
annualized returns in the mid-teens on its first committed deal.
AI chip operators need capital to purchase and deploy hardware well
before permanent financing becomes available when the infrastructure is installed and generating revenue. Short-term bridge loans fill
that gap and are repaid once a longer-term lender takes over.
“This is a straightforward way for Forum to grow revenue by establishing
additional pipelines of attractive high-yield institutional-grade assets for capital deployment and eventual tokenization on our platform,”
said McAndrew Rudisill, chairman and chief executive officer of Forum. “We are targeting annualized returns in the mid-teens on
short-duration loans backed by one of the fastest-growing infrastructure sectors in the world. And because we intend to tokenize a portion
of each deal, we expect to generate additional value by bringing that yield on chain for a broader set of investors. That’s exactly
how we want to deploy capital.”
AI chip infrastructure financing opportunities are identified and underwritten
by a third-party AI infrastructure bridge credit originator in partnership with USD.AI and made available to Forum on a deal-by-deal basis.
Forum reviews each opportunity and decides whether to participate — with no obligation to fund any specific deal. When Forum does
invest, a loan origination partner handles all aspects of managing the loan from origination through repayment on Forum’s behalf.
Each transaction is backed by a pre-committed loan takeout from USD.AI, an institutional term lender that steps in once the financed AI
chip infrastructure is up and running, providing a clear path to repayment on a 60- to 120-day bridge timeline.
Demand for AI chip-accelerated data center infrastructure
has grown dramatically alongside the rise of generative AI, with the global data center GPU market projected to expand from roughly $120
billion in 2025 to more than $228 billion by 20301. NVIDIA’s most recent data center revenue grew 75% year-over-year2,
reflecting the pace at which enterprises, cloud providers, and neocloud operators are racing to build and finance AI chip capacity. That
buildout requires significant short-term capital, and the financing structures to support it are still developing — creating an
opportunity for Forum to generate attractive yield by deploying capital into specialist bridge loans that will fill the gap between hardware
ordering and permanent financing.
| 1 | MarketsandMarkets, “Data
Center GPU Market — Global Forecast to 2030,” May 2025. https://www.marketsandmarkets.com/Market-Reports/data-center-gpu-market-18997435.html |
| 2 | NVIDIA Corporation, “NVIDIA
Announces Financial Results for Fourth Quarter and Fiscal 2026,” February 25, 2026. https://nvidianews.nvidia.com/news/nvidia-announces-financial-results-for-fourth-quarter-and-fiscal-2026 |
First Deal:
The first transaction under the agreement is an AI chip infrastructure
loan to a U.S.-based neocloud operator. Forum expects to commit a minimum of $25 million — and up to $50 million at its election
— at an annualized rate of return in the mid-teens. The arrangement gives Forum the option to review and fund additional deals on
the same framework going forward. Given the strong demand for AI chip bridge financing, Forum believes it can significantly scale its
capital deployment into bridge loans in lockstep with its chip partners.
Enhancing Yield and Expanding the Token Platform
The yield generated through Forum’s participation in the AI chip
infrastructure bridge lending arranagement is expected to enhance the overall return profile of Forum’s tokenized product pipeline.
While AI chip infrastructure loans held for longer-term investment typically generate mid-single-digit yields, the short-duration bridge
loans under this arrangement are expected to produce annualized returns in the mid-teens — resulting in a higher blended yield across
Forum’s tokenized structures.
Forum has the option to tokenize some or all of its investment in any
deal through its digital asset liquidity platform, bringing institutional AI chip credit exposure on chain and making it accessible to
a broader set of investors. This reflects Forum’s broader economic model, which seeks to generate value at multiple points: yield
on assets prior to tokenization, origination and structuring economics, recurring asset management revenue, and transaction-based activity
as secondary market liquidity develops. The bridge lending arrangement contributes to the first of those — putting Forum’s
capital to work at attractive short-duration rates before any tokenization event occurs, establishing a repeatable deployment framework
that can grow significantly as additional AI GPU deals are originated by the platform.
About Forum
Forum Markets, Incorporated (Nasdaq: FRMM) is a digital asset platform
modernizing capital markets through the tokenization of institutional-grade real-world assets on Ethereum. The company structures and
brings cash-generating assets onto blockchain-based infrastructure to unlock liquidity, broaden investor access, and enable more efficient
primary issuance and secondary market activity. Forum integrates traditional asset management principles with scalable digital market
architecture as it builds a new framework for how real-world value is originated, accessed, and traded. For more information, visit www.forum-markets.com.
Forward-Looking Statements
This press release contains “forward-looking statements”
within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding the expected benefits of the
GPU infrastructure bridge financing arrangement, expectations with respect to future performance including expected yield on committed
transactions, Forum’s ability to tokenize its investment positions, and growth of Forum. Forward-looking statements are subject
to numerous risks and uncertainties, many of which are beyond Forum’s control, and actual results may differ materially. These statements
may be preceded by, followed by, or include the words “believes,” “estimates,” “expects,” “projects,”
“forecasts,” “may,” “will,” “should,” “seeks,” “plans,” “targets,”
“scheduled,” “anticipates,” “soon,” “goal,” “intends,” or similar expressions.
Forward-looking statements are not guarantees of future performance, and involve risks, uncertainties and assumptions that may cause our
actual results to differ materially from the expectations that we describe in our forward-looking statements.
Applicable risks and uncertainties include, among others, the performance
of GPU infrastructure financed under arrangements with the Company’s third-party origination partner and the ability of the takeout
lender to fulfill its pre-committed takeout obligations; the risk that anticipated yield on bridge financing transactions is not realized;
the risk that Forum is unable to tokenize its investment positions as anticipated; Forum’s ability to achieve profitable operations;
risks relating to Forum’s recent acquisitions; expectations regarding the capitalization, resources and ownership structure of Forum;
the digital assets held by Forum; fluctuations in the market price of ETH; government regulation of cryptocurrencies; changes in securities
laws or regulations; changes in business, market, financial, political and regulatory conditions; and other risks identified under the
heading “Risk Factors” in Forum’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, as well as
other information Forum has filed or may file with the U.S. Securities and Exchange Commission (the “SEC”). Readers are encouraged
to read Forum’s filings with the SEC, available at www.sec.gov. The forward-looking statements in this press release speak only
as of the date of this document, and Forum undertakes no obligation to update any forward-looking statements except as required by law.
Media and Investor Contact:
John Kristoff
SVP, Corporate Communications and IR
IR@forum-markets.com
# # #