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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: (650) 507-0669
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.
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. |
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 |
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.
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