Lomashuk discloses major FORUM MARKETS (FRMM) stake and sizable warrant holdings
Filing Impact
Filing Sentiment
Form Type
3
Rhea-AI Filing Summary
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.
Positive
- None.
Negative
- None.
Insider Trade Summary
3 transactions reported
Mixed
3 txns
Insider
Lomashuk Konstantin
Role
null
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| holding | Warrants (Right to buy) | -- | -- | -- |
| holding | Warrants (Right to buy) | -- | -- | -- |
| holding | Common Stock | -- | -- | -- |
Holdings After Transaction:
Warrants (Right to buy) — 1,555,573 shares (Indirect, By Cyber Citdadel, a Cayman Islands corporation);
Common Stock — 1,487,389 shares (Indirect, By Cyber Citdadel, a Cayman Islands corporation)
Footnotes (1)
- The reporting person, as sole shareholder of Cyber Citadel, may be deemed to beneficially own the securities owned directly by Cyber Citadel. Pursuant to the warrants held by Cyber Citadel, the warrants are not exercisable when such exercise would result in Cyber Citadel obtaining in excess of 9.99% of the Issuer's Common Stock issued and outstanding following such exercise as determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and Rule 13d-3 promulgated thereunder. The 9.99% blocker may be increased or decreased by Cyber Citadel from time to time upon 61 days' notice to the Issuer, but may not be increased in excess of 19.99%. The warrants have no expiration date. Pursuant to the warrants held by Cyber, the warrants are not exercisable when such exercise would result in Cyber obtaining in excess of 9.99% of the Issuer's Common Stock issued and outstanding following such exercise as determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and Rule 13d-3 promulgated thereunder. The 9.99% blocker may be increased or decreased by Cyber from time to time upon 61 days' notice to the Issuer, but may not be increased in excess of 19.99%. The warrants have no expiration date.
Key Figures
Indirect common stock held: 1,487,389 shares
High-price warrant exercise: $27.75 per share
High-price warrant underlying shares: 546,433 shares
+4 more
7 metrics
Indirect common stock held
1,487,389 shares
Common Stock indirectly owned via Cyber Citadel
High-price warrant exercise
$27.75 per share
Exercise price for warrants over 546,433 underlying shares
High-price warrant underlying shares
546,433 shares
Underlying Common Stock for $27.75 warrants, indirect ownership
Low-price warrant exercise
$0.001 per share
Exercise price for warrants over 1,555,573 underlying shares
Low-price warrant underlying shares
1,555,573 shares
Underlying Common Stock for $0.001 warrants, indirect ownership
Beneficial ownership blocker
9.99%
Default cap on ownership upon warrant exercise
Maximum ownership cap
19.99%
Upper limit to which blocker may be increased
Key Terms
beneficially own, warrants, 9.99% blocker, Section 13(d) of the Securities Exchange Act of 1934, +1 more
5 terms
beneficially own financial
"may be deemed to beneficially own the securities owned directly by Cyber Citadel"
Beneficially own means having the economic rights and risks of a security—such as the right to receive dividends, sell the shares, or profit from price changes—whether or not your name appears on the official share register. Think of it like renting a car: you use it and reap the benefits even if the title lists someone else. Investors care because beneficial ownership determines who truly controls value, must be disclosed under securities rules, and can signal potential influence or trading activity that affects a stock’s price.
warrants financial
"Pursuant to the warrants held by Cyber Citadel, the warrants are not exercisable"
Warrants are special documents that give you the right to buy a company's stock at a set price before a certain date. They are often used as a way for companies to attract investors or raise money, and their value can increase if the company's stock price goes up.
9.99% blocker regulatory
"the warrants are not exercisable when such exercise would result in Cyber Citadel obtaining in excess of 9.99% of the Issuer's Common Stock"
Section 13(d) of the Securities Exchange Act of 1934 regulatory
"as determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended"
Section 13(d) of the Securities Exchange Act of 1934 is a U.S. rule that requires anyone who buys more than 5% of a public company’s shares to publicly disclose who they are, how many shares they own, and their intentions toward the company. For investors, this is like a neighborhood alert when someone acquires a large stake in a building: it reveals potential changes in control or strategy that could affect the stock’s price, governance, or future direction.
Rule 13d-3 regulatory
"and Rule 13d-3 promulgated thereunder"
Rule 13d-3 defines who is treated as the beneficial owner of a company’s shares for U.S. securities disclosure rules — essentially anyone who has the power to vote or direct how shares are voted, or the power to buy or sell them, even if they don’t hold the certificates. For investors this matters because crossing certain ownership thresholds triggers public filing and disclosure obligations and signals potential control or influence, much like having the keys to a car implies you can drive it even if it’s registered to someone else.
FAQ
What does Konstantin Lomashuk’s Form 3 reveal about FORUM MARKETS (FRMM) ownership?
The Form 3 shows Konstantin Lomashuk as a ten percent owner with 1,487,389 shares of FORUM MARKETS Common Stock held indirectly through Cyber Citadel, plus significant warrant positions over additional shares.
What warrant positions are disclosed in Lomashuk’s FORUM MARKETS Form 3?
The filing lists warrants over 546,433 underlying common shares at $27.75 per share and additional warrants over 1,555,573 underlying shares at an exercise price of $0.001 per share, all held indirectly through Cayman Islands entities.
What is the 9.99% ownership blocker mentioned in FORUM MARKETS (FRMM) warrants?
The warrants are not exercisable if exercise would push Cyber Citadel or Cyber above 9.99% ownership of FORUM MARKETS Common Stock. This blocker can be adjusted with 61 days’ notice but cannot exceed 19.99%.
Do the warrants reported by Lomashuk in FORUM MARKETS have an expiration date?
Footnotes state the warrants held by Cyber Citadel and Cyber have no expiration date. This means the right to buy FORUM MARKETS Common Stock under these warrants does not lapse under a time limit described here.