Forum Markets, Inc. filings document material-event disclosures for a Nasdaq-listed operating company with a corporate history that includes ETHZilla Corporation and 180 Life Sciences Corp. Recent Form 8-K filings identify the company’s common stock under the FRMM symbol on Nasdaq and record updates involving share repurchase activity, at-the-market sales agreements, and registration-statement-based equity issuance mechanics.
The filings also cover governance and capital-structure matters, including amendments to charter-related preferred stock designations, material modifications to security-holder rights, and executive equity awards under the 2025 Omnibus Incentive Plan.
ETHZilla Corporation (ETHZW) is soliciting proxies for a virtual Special Meeting on October 7, 2025 at 9:00 am Pacific Time to vote on eight proposals.
Key matters include election of a director and three new equity plans (a 2025 Omnibus Plan and two 2025 Supplemental Option Plans), approval to eliminate the exchange cap on newly issued senior secured convertible notes for Nasdaq compliance (the CN Nasdaq 20% Cap Removal Proposal), an increase in authorized common shares from 1,000,000,000 to 5,000,000,000, and a clean-up amendment to remove obsolete charter provisions. The Board recommends voting "FOR" all proposals.
Reported capital structure items: 164,447,345 shares outstanding as of the record date; 82,080,886 shares issuable upon outstanding warrants and options; named large holders include Robert S. Pitts, Jr. (11,320,754 shares, 6.9%) and Peter Thiel (11,592,241 shares, 7.0%). Convertible notes are secured by approximately $44.5 million in ETH collateral and about $156.25 million in cash collateral. Recent equity grants and option exercise prices noted include $0.9290 per share for June 2025 option grants.
ETHZilla Corporation disclosed related-party and transaction details including issuance and sale of securities and vendor agreements. The CEO's affiliated entities received and acquired securities in a PIPE offering: PCAO LLC received warrants to buy 4,807,873 shares at an exercise price of $2.775 per share (issued July 29, 2025) and warrants to buy 957,002 shares at $3.445 per share (issued August 8, 2025); Pelagic Capital Advisors LLC and three beneficiary partnerships purchased 566,035 shares in the PIPE. The warrants include cashless exercise rights and remain outstanding until exercised. The company contracted EVL Consulting, controlled by the Chief Accounting Officer, for a cloud accounting implementation and related services for eight operating subsidiaries for total consideration of $60,000 payable in three milestones. The filing also references a Separation and Release Agreement dated September 4, 2025. All items reported are presented as described in the filing text.
ETHZilla Corporation disclosed in an Item 7.01 furnishing that it will deploy approximately $100 million of Ether into EtherFi, a liquid restaking protocol, and provided updated asset balances. The company reports holding 102,246 ETH (approximately $456 million) in ETH and ETH equivalents and approximately $221 million in USD cash equivalents. It also disclosed 166,626,845 shares outstanding. The press release announcing the ETH deployment is furnished as Exhibit 99.1 and is incorporated by reference into the Item 7.01 disclosure. The Item clarifies the furnished exhibit is not "filed" for Section 18 liability or incorporated by reference into other filings except by explicit reference.
ETHZilla Corporation (ETHZW) has filed a preliminary proxy for a virtual Special Meeting on October 7, 2025 at 9:00 am PT. Stockholders will vote on electing one Class I director (Board nominee Jason New) and on multiple equity and charter changes proposed by the Board. Key proposals include adoption of a 2025 Omnibus Incentive Plan and two supplemental option plans, removal of the Nasdaq 20% exchange-cap for senior secured convertible notes issued under an August 8, 2025 Securities Purchase Agreement, an increase in authorized common shares from 1.0 billion to 5.0 billion, and a clean-up amendment to the certificate of incorporation. The filing discloses major holders (e.g., Robert S. Pitts, Jr. ~6.9% and Peter Thiel ~7.0%), 164,447,345 shares outstanding at the Record Date, convertible notes secured by ~44.5 million ETH and ~$156.25 million cash collateral with interest that can rise to 18% on default, multiple related-party voting agreements, and ongoing litigation settlements including an AmTrust settlement involving issuance of 509,707 shares. The Board uniformly recommends a "FOR" vote on the listed proposals.
Jordan Blair, who serves as Chief Executive Officer and a director of ETHZilla Corp (symbol ETHZ), filed a Form 4 disclosing changes in beneficial ownership driven by voting agreements and a disposal. The filing shows Mr. Jordan controls Blair Jordan Strategy and Finance Consulting Inc., which beneficially owns 327,576 shares. He may also be deemed to beneficially own 43,166 shares via an irrevocable voting proxy from Dr. James Woody and 1,318,000 shares via an irrevocable voting proxy from Elray Resources, Inc.
The filing reports that a separate voting agreement with Dr. Marlene Krauss covering 200,000 shares expired on 08/21/2025, and those 200,000 shares were reported as disposed. Each voting agreement grants Mr. Jordan only voting rights for the specified shares; the filing states he has no dispositive control or pecuniary interest over the proxied shares beyond the voting proxies.
ETHZilla Corporation furnished a Form 8-K reporting that it issued a press release—filed as Exhibit 99.1—disclosing the adoption of a share repurchase program and providing an update on its Ether accumulation strategy. The Item 7.01 disclosure and Exhibit 99.1 are being furnished to the SEC and explicitly are not being "filed" for purposes of Section 18 or incorporated by reference into other filings unless specifically referenced.
The company states repurchases will occur at management's discretion based on factors including share availability, market conditions, cost of capital, trading price, alternative capital uses, and the company's financial performance. Repurchases may be executed under a Rule 10b5-1 plan to permit purchases when insider trading restrictions might otherwise apply. The press release is dated August 25, 2025 and the Form 8-K is signed by Blair Jordan, Chief Executive Officer.
ETHZilla Corporation files a warrant prospectus supplement describing securities the company may offer and highlighting material risks. The company may offer debt securities, warrants, preferred and common stock (it has 1,000,000,000 authorized common shares and 5,000,000 authorized preferred shares with several series designated). The disclosure stresses substantial execution and regulatory risks across two core initiatives: biotechnology drug development and a planned blockchain-based iGaming platform, plus an ETH treasury strategy that exposes the company to cryptocurrency price and liquidity volatility. The prospectus incorporates audited 2023 consolidated financial statements by Marcum LLP and references multiple SEC filings for further details.
ETHZilla Corporation (ETHZW) files a shelf registration prospectus to offer a range of securities including common stock, preferred stock, warrants, debt securities, rights and units. The company discloses authorized capital of 1,000,000,000 shares of common stock and 5,000,000 shares of preferred stock with several series designated, but no outstanding preferred shares noted for most series.
The prospectus emphasizes multiple material risks: reliance on crypto (ETH) treasury strategy and its price volatility, plans to commercialize iGaming technology and obtain gaming licenses, uncertainties in biotechnology product development and regulatory approvals, current negative operating cash flows and potential dilutive future financings, and dependence on third parties for clinical trials, manufacturing and platform services.
ETHZilla Corporation filed an S-3ASR prospectus to register shares underlying convertible notes issued in a private placement under a Securities Purchase Agreement dated August 8, 2025. The filing registers up to 164,447,345 shares outstanding as of August 21, 2025 and 239,284,065 shares on an as-converted basis after the offering, assuming full conversion at $3.445 and interest paid in shares through August 8, 2028. The prospectus lists detailed risk factors focused on Ether and digital asset market risks, describes the selling stockholders and plan of distribution, and incorporates prior SEC filings and exhibits including convertible debenture and registration rights agreement forms.
ETHZilla Corporation filed a shelf registration prospectus covering resale of common stock and warrants by numerous selling stockholders and the potential issuance of Pre-Funded Warrants and Strategic Advisor Warrants. The company states it would receive up to approximately $1,556 if all Pre-Funded Warrants are exercised for cash and up to approximately $157,712,970 if all Strategic Advisor Warrants are exercised for cash, and it intends to use any such proceeds primarily to purchase Ether. The prospectus discloses that applicable ownership percentages are calculated on 164,447,345 shares outstanding as of August 21, 2025 and 225,575,333 shares outstanding after the offering (assuming full exercise). The document lists extensive risk factors tied to Ether and the digital asset ecosystem, including market volatility, regulatory and enforcement actions, platform failures and bankruptcies of industry participants, competition from other digital assets, staking reward changes, transaction congestion and macroeconomic and geopolitical risks. The prospectus also identifies major selling stockholders and their relationships to managers or advisers and includes customary plan of distribution methods and estimated offering expenses.