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Forum Markets (Nasdaq: FRmm) launches $10M auto loan warehouse facility

Filing Impact
(High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Forum Markets, Incorporated entered into a $10,000,000 revolving warehouse facility through its subsidiary ETHZilla Auto Loans LLC to finance first-lien auto loan receivables originated via the Automatic USA platform, which uses Karus' AI-driven credit analytics.

The 12-month facility, automatically renewable for six-month periods, is secured by the financed receivables and related collateral and is structured around a borrowing base. Separately, since February 4, 2026, Forum has sold 4,200 ETH at an average price of $1,938.78 per ETH for total proceeds of $8,147,074 and now holds 61,650 ETH on its balance sheet, while continuing to evaluate ETH sales and equity offerings to fund its tokenization-focused business plan.

Positive

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Negative

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Insights

Forum adds a $10M auto loan warehouse and monetizes part of its ETH holdings.

Forum Markets is establishing a $10,000,000 revolving warehouse facility to fund short-duration, fully secured auto loans originated through Automatic USA using Karus AI underwriting. The structure targets 7–10 business day loan holding periods and embeds blockchain-based settlement via Liquidity.io.

The company states the facility is expected to generate approximately 12%-13% annualized yield, higher than the high single-digit yields it expects on long-term auto loans. Forum presents this as part of a broader model combining warehouse income, origination and structuring economics, and tokenization-driven asset management revenue.

Since February 4, 2026, Forum has sold 4,200 ETH for total proceeds of $8,147,074 and still holds 61,650 ETH. This indicates active use of its digital asset treasury to fund growth and tokenization initiatives, though overall impact will depend on execution of the warehouse strategy and future ETH price movements.

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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 3, 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)

 

Registrant’s telephone number, including area code: (650507-0669

 

Not Applicable

 

(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 5, 2026, ETHZilla Auto Loans LLC (“ETHZilla Auto Loans”), a wholly owned subsidiary of Forum Markets Incorporated, Inc. (the “Company”), entered into a Warehouse Facility Agreement, dated as of March 3, 2026 (the “WFA”), with Anchored Finance, LLC, a Connecticut limited liability company (“Anchored Finance”), pursuant to which ETHZilla Auto Loans, as lender, agreed to provide Anchored Finance, as borrower, with a revolving warehouse credit facility (the “Warehouse Facility”) in an initial commitment amount of up to $10,000,000. The Warehouse Facility is intended to provide interim financing for eligible auto loan receivables originated through Automatic USA, an automated auto finance platform partnered with Karus, Inc., an artificial intelligence-driven credit analytics platform in which Forum holds approximately a 20% equity interest. The auto loan receivables financed under the Warehouse Facility may be originated through the Automatic USA platform, pending such auto loan receivables’ sale or other disposition.

 

The WFA has an initial term of 12 months from the closing date and automatically renews for successive six-month periods unless either party provides at least 60 days’ prior written notice of non-renewal. Advances under the Warehouse Facility are subject to a borrowing base tied to the value and eligibility of the underlying auto loan receivables. As security for its obligations, Anchored Finance has granted ETHZilla Auto Loans a continuing first-priority security interest in the receivables financed under the Warehouse Facility and all related collateral. As of the date of this filing, no advances have been made.

 

The WFA contains customary representations and warranties, affirmative and negative covenants, events of default, and remedies, and is governed by the laws of the State of New York.

 

The foregoing summary of the WFA does not purport to be complete and is qualified in its entirety by reference to the full text of the WFA, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K (this “Current Report”) and is incorporated by reference herein.

 

Item 7.01. Regulation FD Disclosure.

 

On March 9, 2026, the Company issued a press release announcing the entry into the WFA discussed above in Item 1.01. A copy of the press release is attached as Exhibit 99.1 to this Current Report and incorporated into this Item 7.01 by reference. The information in this Item 7.01, including Exhibit 99.1 attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such filing.

 

Item 8.01. Other Events.

 

Since February 4, 2026, the Company has sold 4,200 Ether (“ETH”) at an average price of $1,938.78 per ETH for total proceeds of $8,147,074. As of the date of this Current Report, the Company has 61,650 ETH remaining on its balance sheet. The Company plans to continue to evaluate various capital raising strategies including ETH sales and equity offerings, as it seeks to complete its business plans, including the tokenization of real-world assets.

 

Forward-Looking Statements

 

This Current Report and the press release attached as Exhibit 99.1 to this Current Report may contain forward-looking information within the meaning of applicable securities laws (“forward-looking statements”). These forward-looking statements represent the Company’s current expectations or beliefs concerning future events and can generally be identified using statements that include words such as “estimate,” “expects,” “project,” “believe,” “anticipate,” “intend,” “plan,” “foresee,” “forecast,” “likely,” “will,” “target” or similar words or phrases. These forward-looking statements are subject to risks, uncertainties and other factors, many of which are outside of the Company’s control, which could cause actual results to differ materially from the results expressed or implied in the forward-looking statements. These statements are neither promises nor guarantees, but involve known and unknown risks, uncertainties and other important factors that may cause actual results, performance, or achievements to be materially different from any future results, performance, or achievements expressed or implied by the forward-looking statements. The Company undertakes no obligation to publicly update or revise any of the forward-looking statements, whether because of new information, future events or otherwise, made in the release or presentation or in any of its U.S. Securities and Exchange Commission (“SEC”) filings or public disclosures, except as provided by law. Consequently, you should not consider any such list to be a complete set of all potential risks and uncertainties. More information on potential factors that could affect the Company’s financial results is included from time to time in the “Forward-Looking Statements,” “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of the Company’s periodic and current filings with the SEC, including Form 10-Qs, Form 10-Ks and Form 8-Ks, filed with the SEC and available at www.sec.gov. Forward-looking statements speak only as of the date they are made.

 

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Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit No.   Exhibit

10.1*£#^

  Warehouse Facility Agreement, dated as of March 3, 2026, by and between ETHZilla Auto Loans LLC and Anchored Finance, LLC.
99.1**   Press Release, dated March 9, 2026.
104   Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

*   Filed herewith.
**   Furnished herewith.
£   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)(10)(iv) of Regulation S-K. The Company agrees to furnish supplementally an unredacted copy of the exhibit to the SEC upon its request.
^   Certain personal information which would constitute an unwarranted invasion of personal privacy has been redacted from this exhibit pursuant to Item 601(a)(6) of Regulation S-K.

 

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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 13, 2026 By: /s/ McAndrew Rudisill
  Name: McAndrew Rudisill
  Title: Chief Executive Officer

 

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Exhibit 99.1

 

 

Forum Establishes Auto Loan Warehouse Facility Enabling 24/7/365 Loan Settlement via Blockchain Infrastructure

 

Forum intends to buy loans from the warehouse, generating cash flow and enhancing the yield profile of upcoming auto loan tokens

 

PALM BEACH, Fla., March 9, 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 a $10 million revolving warehouse facility agreement to finance fully secured first-lien auto loans originated through Automatic USA, an automated auto finance platform partnered with Karus, Inc., an AI-driven credit analytics platform in which Forum holds an equity interest. The facility is expected to support the aggregation of high-quality, short-duration receivables as part of Forum’s broader strategy to originate, structure, and ultimately tokenize institutional-grade real-world credit assets. This structure is expected to generate immediate double-digit yield from secured warehouse lending, independent of the timing of future token issuance.

 

The 12-month facility provides scalable capital to fund fully secured auto loans at the point of origination. Loans financed under the facility are structured for 7-10 business day holding periods with forward sales to long-term buyers, including Forum and its affiliated tokenization subsidiaries. Forum expects to realize 12%-13% yield on the warehouse facility.

 

Automatic USA automates dealer-level loan applications and partners with Karus to analyze borrowers and deliver credit decisions in minutes. In what it believes is an industry first, Forum expects to provide loan settlement and instant capital deployment directly into auto dealer networks on a 24/7/365 basis by combining AI underwriting, embedded warehouse capital, and blockchain-based infrastructure.

 

Embedding Tokenization at Origination

 

Forum’s warehouse structure builds on its existing integration with Karus, operationalizing its strategy to combine AI-driven credit analytics with blockchain-based infrastructure to bring real-world credit assets on chain at scale. By embedding blockchain into the primary funding process, Forum is transforming what has historically been a fragmented, batch-settlement warehouse model into a real-time blockchain-native issuance framework available to all loan buyers.

 

 

 

“One of Forum’s goals is to modernize how loans are originated, financed, and distributed,” said McAndrew Rudisill, chairman and chief executive officer of Forum. “By integrating Karus’ AI underwriting with our blockchain infrastructure and embedding warehouse capital directly at the point of origination, we are building a repeatable pipeline that connects auto dealer networks to both on-chain capital markets and traditional loan buyers.”

 

The settlement partner for this warehouse facility is Liquidity.io, which provides the blockchain infrastructure to enable 24/7/365 settlement, collateralized by Texas Capital Bank Government Money Market ETF (MMKT).

 

Enhancing Yield and Scaling the Karus Token Platform

 

Interest income generated from the warehouse facility is expected to be combined with auto loans acquired from Karus-related pipelines to enhance the aggregate net yield profile of the upcoming auto loan tokenized products. While auto loans acquired by Forum for long-term hold are expected to generate high single-digit yields, the warehouse facility is expected to generate approximately 12%-13% annualized yield, resulting in a higher blended return profile across the tokenized structure.

 

This combination reflects Forum’s broader economic model, which seeks to generate value through yield on assets prior to tokenization, origination and structuring economics, recurring asset management revenue, and transaction-based activity as secondary liquidity develops.

 

The warehouse facility serves as both proof of concept and an income-generating deployment of capital, establishing scalable funding infrastructure that can be replicated across additional asset classes. By aligning AI-based underwriting, revolving credit capacity, and blockchain settlement rails, Forum is tangibly advancing market infrastructure for institutional-grade, on-chain real-world assets.

 

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.

 

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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 acquisition of the engines, expectations with respect to future performance, including the expected return on invested capital, and growth of Forum; the ability of Forum to execute its plans, undertake tokenization activities and achieve future performance.

 

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. There may be events in the future that we are not accurately able to predict, or over which we have no control.

 

Applicable risks and uncertainties include, among others, the performance of the Eurus Aero Token I issued by ETHZilla Aerospace LLC (“ETHZilla Aerospace”), including anticipated yields thereof; the Eurus Aero Token I lacking a guarantee by Forum or any other affiliate of ETHZilla Aerospace and there being no recourse to Forum or any other affiliate of ETHZilla Aerospace; failure to realize the anticipated benefits of the tokenization of real-word assets and other risks associated therewith, including litigation, regulatory, and others; failure to realize the anticipated benefits of Forum’s digital asset treasury strategy; Forum’s previously disclosed stock repurchase program; Forum’s ability to achieve profitable operations; risks relating to Forum’s recent acquisitions; expectations regarding the capitalization, resources and ownership structure of Forum; Forum’s digital asset treasury strategy, the digital assets held by Forum, Forum’s current and anticipated yield strategies, including its participation in DeFi protocols and tokenization of real-world assets; fluctuations in the market price of ETH that will impact Forum’s accounting and financial reporting; government regulation of cryptocurrencies; Forum’s ability to repurchase shares of common stock, the timing thereof, purchase price thereof, and the fact that repurchases may not be undertaken under the stock repurchase program; changes in securities laws or regulations; changes in business, market, financial, political and regulatory conditions; risks relating to the Forum’s OTC transactions, including Forum’s ability to repay such facilities, covenants associated therewith and security interests associated therewith, including security interests over certain of our cash and ETH; risks relating to Forum’s previously announced ATM offering, including potential downward pressure on Forum’s stock price associated therewith; risks relating to Forum’s operations and business, including the highly volatile nature of the price of ETH and other cryptocurrencies; the risk that Forum’s stock price may be highly correlated to the price of the digital assets that it holds; risks related to increased competition in the industries in which Forum does and will operate; risks relating to significant legal, commercial, regulatory and technical uncertainty regarding digital assets generally; risks relating to the treatment of crypto assets for U.S. and foreign tax purpose, expectations with respect to future performance, growth and anticipated acquisitions; potential litigation involving Forum; global economic conditions; geopolitical events and regulatory changes; access to additional financing, and the potential lack of such financing; and Forum’s ability to raise funding in the future and the terms of such funding, including dilution caused thereby, as well as those risks and uncertainties identified and those identified under the heading “Risk Factors” in Forum’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024 and Forum’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2025, as well as the supplemental risk factors and other information Forum has or may file with the U.S. Securities and Exchange Commission (the “SEC”). Readers are cautioned not to place undue reliance on these statements. Investors should also be aware that under U.S. generally accepted accounting principles (GAAP), certain crypto assets must be measured at fair value, with changes recognized in net income for each reporting period. These fair value adjustments may cause significant fluctuations in Forum’s balance sheet and income statement from period-to-period. In addition, for certain crypto assets, including ETH, which Forum holds, impairment charges may be required to be reported in net income if the market price of such assets (including ETH) falls below the cost basis at which those assets are carried on the balance sheet. Readers are encouraged to read Forum’s filings with the SEC, available at www.sec.gov, for a discussion of these and other risks and uncertainties. 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. Forum’s business is subject to substantial risks and uncertainties, including those referenced above. Investors, potential investors, and others should give careful consideration to these risks and uncertainties.

 

SOURCE Forum Markets, Incorporated

 

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FAQ

What warehouse facility did Forum Markets (Nasdaq: FRMM) establish?

Forum Markets created a $10,000,000 revolving warehouse facility through ETHZilla Auto Loans LLC to finance fully secured first-lien auto loans from Automatic USA. The facility uses a borrowing base tied to loan receivables and initially runs 12 months with automatic six‑month renewals.

How does the new auto loan warehouse support Forum Markets’ tokenization strategy?

The warehouse aggregates high-quality, short-duration auto loan receivables that Forum intends to acquire and later tokenize as real-world credit assets on Ethereum. Forum highlights that warehouse interest income plus long-term loan yields are meant to underpin upcoming auto loan token products.

What yield does Forum Markets expect from the auto loan warehouse facility?

Forum states it expects approximately 12%-13% annualized yield from the secured warehouse lending. By contrast, auto loans it holds long term are expected to generate high single-digit yields, with the combination targeting a higher blended return across future tokenized structures.

How much ETH has Forum Markets sold and how much does it still hold?

Since February 4, 2026, Forum has sold 4,200 ETH at an average price of $1,938.78 per ETH, generating $8,147,074 in proceeds. As of the report date, the company still holds 61,650 ETH on its balance sheet as part of its digital asset treasury.

What capital-raising options is Forum Markets considering going forward?

Forum indicates it plans to keep evaluating various capital-raising strategies, including additional ETH sales and equity offerings. The goal is to fund its business plans, which emphasize tokenizing real-world assets and expanding blockchain-based infrastructure for institutional-grade credit products.

Who are Forum Markets’ key partners in the new auto loan initiative?

The initiative involves Automatic USA, which automates dealer-level loan applications, and Karus, Inc., which provides AI-driven credit analytics and is partly owned by Forum. Liquidity.io serves as settlement partner, supplying blockchain infrastructure for 24/7/365 loan settlement and collateralization by MMKT shares.

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