Forum Markets (NASDAQ: FRMM) shifts at-the-market sales back to prior shelf

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Forum Markets, Incorporated entered into a Second Amended and Restated Sales Agreement with Clear Street LLC and TCBI Securities, Inc. d/b/a Texas Capital Securities. This agreement ends sales of common stock under the prior WKSI registration statement and prospectus supplement and returns the at-the-market program to the earlier Form S-3 registration statement and initial prospectus supplement. The company states there were no other material changes to the prior amended sales agreement.

8-K Event Classification

2 items: 1.01, 9.01

2 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Terms

at the market offering, registration statement on Form S-3, Form S-3ASR, well-known seasoned issuer, +1 more

5 terms

at the market offering financial

"acting as sales agent for the Company’s “at the market offering” program"

An at-the-market offering is a way a company raises cash by selling newly issued shares directly into the open market at prevailing prices, rather than all at once in a single deal. Think of it like turning a faucet on to drip shares into trading at current prices when needed; it gives the company flexibility to raise funds over time but can dilute existing shareholders and potentially affect the stock price, which investors should monitor.

registration statement on Form S-3 regulatory

"pursuant to the Company’s registration statement on Form S-3 (File No. 333-288194)"

A registration statement on Form S‑3 is a short, standardized filing a qualified public company uses to register new securities with regulators so they can be sold to investors; think of it as a pre-approved, reusable permission slip that speeds up future offerings. It matters to investors because it lets the company raise money more quickly and cheaply — which can fund growth or pay debt — but may also lead to share dilution or change in ownership, so it affects value and liquidity.

Form S-3ASR regulatory

"to the registration statement on Form S-3ASR (File No. 333-289811)"

Form S-3ASR is a type of SEC registration that lets large, well-known public companies pre-register securities so they can be sold quickly when needed, similar to having a pre-approved credit line they can draw on at short notice. For investors, it matters because it signals a company's readiness to raise cash fast, which can affect share supply and price (dilution) and reveal how easily the company can fund growth or handle short-term needs.

well-known seasoned issuer regulatory

"the registration statement on Form S-3ASR (File No. 333-289811) (the “WKSI Registration Statement”)"

A well-known seasoned issuer (WKSI) is a large, established public company that meets regulatory size and reporting tests and is granted special, faster options to sell new securities to raise money. Think of it like a trusted borrower with a standing credit line: investors and markets see it as more familiar and the company can access capital quickly with less paperwork, which can affect share supply and investor returns.

material definitive agreement regulatory

"Item 1.01 Entry into a Material Definitive Agreement."

A material definitive agreement is a legally binding contract that creates major, long‑term obligations or rights for a company, such as loans, asset sales, mergers, or supplier deals. Think of it like a mortgage or lease for a business: it can change future cash flow, risk and control, so investors watch these agreements closely because they can materially affect a company’s value, financial health and stock price.

Understanding 8-K Material Events →

04/08/2026 - 08:10 AM

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): April 8, 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)

(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.

Second Amended and Restated Sales Agreement

As previously reported, on August 13, 2025, Forum Markets, Incorporated (formerly ETHZilla Corporation, which was formerly 180 Life Sciences Corp.) (the “Company”) entered into a Sales Agreement (the “Initial Sales Agreement”) with Clear Street LLC (“Clear Street”) to sell from time to time through Clear Street, acting as sales agent for the Company’s “at the market offering” program, shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”) pursuant to the Company’s registration statement on Form S-3 (File No. 333-288194) (the “June Registration Statement”) and the prospectus supplement initially filed on August 13, 2025 (the “Initial Prospectus Supplement”). On August 22, 2025, the Company entered into an Amended and Restated Sales Agreement (the “Amended Sales Agreement”) with Clear Street to, among other things, change the registration statement and prospectus supplement pursuant to which sales of the Common Stock were to be made to the registration statement on Form S-3ASR (File No. 333-289811) (the “WKSI Registration Statement”) and the prospectus supplement initially filed on August 22, 2025 (the “WKSI Prospectus Supplement”). On November 14, 2025, the Company entered into an Amended and Restated Sales Agreement (the “Second Amended Sales Agreement”) with Clear Street and TCBI Securities, Inc., doing business as Texas Capital Securities (“Texas Capital Securities”, and together with Clear Street, the “Agents”), which, among other things, amended and restated the Amended Sales Agreement to include Texas Capital Securities as a sales agent.

On April 8, 2026, the Company entered into a Second Amended and Restated Sales Agreement (the “Second Amended and Restated Sales Agreement”) with the Agents to cease all sales of Common Stock pursuant to the WKSI Registration Statement and WKSI Prospectus Supplement and to transition the program back to the June Registration Statement and Initial Prospectus Supplement. From and after the date of the Second Amended and Restated Sales Agreement, the Company will not sell any Common Stock pursuant to the WKSI Registration Statement and WKSI Prospectus Supplement, and any future sales will be made pursuant to the June Registration Statement and Initial Prospectus Supplement. There were no other material changes to the terms of the Second Amended Sales Agreement as a result of such amendments.

The foregoing description of the Second Amended and Restated Sales Agreement is not complete and is qualified in its entirety by reference to the full text of the Second Amended and Restated Sales Agreement, a copy of which is filed herewith as Exhibit 10.1 and is incorporated in this Item 1.01 by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Exhibit
10.1		Second Amended and Restated Sales Agreement, dated April 8, 2026 by and among Forum Markets, Incorporated, Clear Street LLC, and TCBI Securities, Inc. d/b/a Texas Capital Securities.
23.1		Consent of M&K CPA’s, PLLC, independent registered public accounting firm.
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: April 8, 2026	By:	/s/ McAndrew Rudisill
		Name:	McAndrew Rudisill
		Title:	Chief Executive Officer

Source: View Original Filing on SEC EDGAR

FAQ

What did Forum Markets, Incorporated (FRMM) change in its sales agreement?

Forum Markets, Incorporated entered a Second Amended and Restated Sales Agreement. The change shifts its at-the-market common stock sales away from the WKSI registration statement back to the earlier Form S-3 registration statement and initial prospectus supplement used previously.

What happens to Forum Markets, Incorporated’s WKSI registration statement for stock sales?

Forum Markets, Incorporated will no longer sell common stock under the WKSI registration statement and related prospectus supplement. All future at-the-market sales will instead rely on the earlier Form S-3 registration statement and the initial prospectus supplement referenced in the agreement.

Who are the sales agents in Forum Markets, Incorporated’s updated at-the-market program?

The updated agreement lists Clear Street LLC and TCBI Securities, Inc., doing business as Texas Capital Securities, as sales agents. They act as agents through which Forum Markets, Incorporated may sell shares of its common stock in its at-the-market offering program.

Were there other material changes to Forum Markets, Incorporated’s prior sales agreement?

The company states there were no other material changes to the terms of the prior Second Amended Sales Agreement. The main revision is the shift of the at-the-market program back to the earlier Form S-3 registration statement and initial prospectus supplement for future stock sales.

Which exhibits did Forum Markets, Incorporated file with this 8-K?

Forum Markets, Incorporated filed the Second Amended and Restated Sales Agreement as Exhibit 10.1, a consent of M&K CPA’s, PLLC as Exhibit 23.1, and the Cover Page Interactive Data File embedded within the Inline XBRL document as Exhibit 104.

What type of agreement is the Second Amended and Restated Sales Agreement for Forum Markets?

The Second Amended and Restated Sales Agreement is described as a material definitive agreement. It governs Forum Markets, Incorporated’s at-the-market common stock offering program conducted through its designated sales agents under the specified registration statement and prospectus supplement.

Filing Exhibits & Attachments

5 documents

Agreements & Contracts

EX-10.1 SECOND AMENDED AND RESTATED SALES AGREEMENT, DATED APRIL 8, 2026 BY AND AMONG FO 243.6 KB

Financial & Certifications

EX-23.1 CONSENT OF M&K CPA'S, PLLC, INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 2.3 KB