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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):
June 30, 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 100
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 1.01 Entry into
a Material Definitive Agreement.
On
June 30, 2026, Forum Markets, Inc. (the “Company”) and Zippy, Inc. (“Zippy”) entered into Side Letter
Amendment No. 2 (the “Second Amendment”) to the Series B-3 Preferred Stock Purchase Agreement, dated as of December
9, 2025, as previously amended by the Side Letter Amendment dated March 25, 2026 (as so amended, the “Zippy Purchase Agreement”).
As further detailed below, the Company and Zippy entered into the Second Amendment in furtherance of the parties' ongoing strategic partnership,
to provide both parties with greater flexibility with respect to the timing and measurement of the Final Make Whole Amount (as defined
below) and to spread the risk associated with the performance of the Company’s common stock by replacing the single true-up determination
date with three separate measurement and payment dates.
Under
the Zippy Purchase Agreement as previously in effect, the Company was obligated to pay Zippy a single “Final Make Whole Amount,”
measured as of a single true-up determination date of June 30, 2026 (the “Original True-Up Determination Date”), equal
to the difference, if any, between the value of the Retained Stock (as defined in the Zippy Purchase Agreement) based on a per share price
of $10.50 and the value of the Retained Stock based on the volume-weighted average price of the Company’s common stock for the ten
(10) trading days prior to that date.
The
Second Amendment amends Section 6.2 of the Zippy Purchase Agreement to replace the single Original True-Up Determination Date with a trifurcated
true-up framework consisting of three separate measurement and payment dates—a first true-up date of July 31, 2026, a second true-up
date of September 30, 2026, and a third true-up date of December 31, 2026—each with its own independent make-whole calculation and
payment obligation. During a corresponding sell period to each true-up date, Zippy may sell, in its sole discretion, up to a designated
number of shares of the Company’s common stock (up to 285,714 shares per period), and any eligible shares not sold during a prior
period that are carried forward and become eligible for sale in the following period(s). After each true-up date, Zippy is required to
deliver to the Company a written settlement statement, and the Company is required to pay the applicable make-whole amount, if any, in
cash by wire transfer of immediately available funds within ten (10) business days after its receipt of the settlement statement (and
in no event later than ten (10) business days after the applicable true-up date).
For
each of the first two sell periods, the applicable make-whole amount equals the number of eligible shares actually sold during that period
multiplied by the $10.50 per share price, less the aggregate gross proceeds Zippy received from those sales; no amount is payable with
respect to unsold shares, and the make-whole amount is zero if gross proceeds equal or exceed the guaranteed amount. For the third true-up
period, the make-whole amount is calculated both with respect to shares sold during the third sell period (measured against gross proceeds)
and with respect to shares retained by Zippy through December 31, 2026 (measured against the volume-weighted average price of the Company’s
common stock for the ten (10) trading days prior to December 31, 2026), with Zippy able to elect sale or retention treatment for shares
in any combination in its sole discretion. The Second Amendment provides that the three make-whole amounts are calculated on distinct,
non-overlapping pools of shares so that no double recovery occurs, and that the Company’s aggregate make-whole obligation will not
exceed the amount necessary for Zippy to receive, in the aggregate, proceeds equivalent to $10.50 per share for each share originally
comprising the stock consideration.
The
Second Amendment also makes certain conforming changes, including (i) providing that the Company’s obligation to pay the Final Make
Whole Amount for purposes of the forfeiture provisions of the Zippy Purchase Agreement will be deemed satisfied if the Company timely
pays each of the three true-up make-whole amounts, while confirming that the Company’s failure to timely pay any such amount constitutes
a failure to timely pay a cash amount for purposes of the “ETHZ Forfeiture Event” definition under the Zippy Purchase Agreement,
and (ii) extending Zippy’s monthly stock transaction reporting covenant through December 31, 2026 and applying it separately with
respect to each true-up determination date.
The
foregoing description of the Second Amendment does not purport to be complete and is qualified in its entirety by reference to the full
text of the Second Amendment, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by
reference.
Item 9.01 Financial
Statements and Exhibits.
(d) Exhibits.
| Exhibit No. |
|
Description |
| 10.1 |
|
Side Letter Amendment No. 2 to Series B-3 Preferred Stock Purchase Agreement, dated as of June 30, 2026, by and between Forum Markets, Inc. and Zippy, Inc. |
| 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: July 1, 2026 |
By: |
/s/ McAndrew Rudisill |
| |
Name: |
McAndrew Rudisill |
| |
Title: |
Chief Executive Officer |
