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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): July 13, 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
July 13, 2026, Forum Markets, Incorporated (“Forum”), through its newly formed
wholly-owned subsidiary, Eurus Aerospace Token I LLC (the “Company”), acquired
one CFM56-7B22 aircraft engine, together with all parts and engine records associated therewith (the “Engine”),
from Aero Engine Solutions, Inc. (“Aero Engine”), pursuant to the terms of
an Engine Sale and Purchase Agreement dated July 13, 2026 (the “Purchase Agreement”).
The Engine was acquired for a purchase price of $11.65 million, which was payable in cash.
Concurrently
with the acquisition, the Engine was placed on lease pursuant to an Aircraft Engine Lease Agreement with a major airline, as lessee,
entered into by the Company, as lessor.
In
connection with the purchase, the Company, as owner, and Aero Engine, as servicer (in such capacity, the “Servicer”), also
entered into a Servicing Agreement Supplement dated July 13, 2026, whereby the Servicer agreed to manage the Engine on behalf of the
Company during the duration of the above-referenced lease, in exchange for a servicing fee, and which also provided for the right of
the Company (but not the obligation) to require the Servicer (or the Servicer’s designated affiliate) to purchase the Engine from
the Company for an option price, following the expiration or earlier termination of the lease with respect to the Engine; and the right
of the Servicer (but not the obligation) to require the Company to sell the Engine to the Servicer (or the Servicer’s designated
affiliate), in each case provided that the Engine is in the condition required by the terms of the agreement.
The
foregoing description of the Purchase Agreement is not complete and is subject to, and qualified in its entirety by reference to, the
Purchase Agreement filed herewith as Exhibit 10.1, which is incorporated in this Item 1.01 by reference in its entirety.
Item
7.01 Regulation FD Disclosure.
On
July 16, 2026, Forum issued a press release announcing the entry into the Purchase Agreement and the transactions contemplated thereby
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 (the “Exchange Act”),
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
9.01 Financial Statements and Exhibits.
(d)
Exhibits
| Exhibit
No. |
|
Exhibit |
| 10.1*#£ |
|
Engine Sale and Purchase Agreement dated as of July 13, 2026., between Aero Engine Solutions, Inc., as seller, and Eurus Aerospace Token I LLC, as buyer. |
| 99.1** |
|
Press Release, dated July 16, 2026. |
| 104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document). |
| # | Certain
schedules and exhibits have been omitted pursuant to Item 601(b)(2)(ii) of Regulation S-K.
A copy of any omitted schedule or Exhibit will be furnished supplementally to the Securities
and Exchange Commission upon request; provided, however that Forum may request confidential
treatment pursuant to Rule 24b-2 of the Exchange Act for any schedule or Exhibit so furnished. |
| £ | Certain
confidential portions of this Exhibit were omitted by means of marking such portions with
brackets (“[***]”) because the identified confidential portions (i) are not material
and (ii) Forum customarily and actually treats that information as private or confidential.
|
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 16, 2026 |
By: |
/s/ McAndrew Rudisill |
| |
|
Name: |
McAndrew Rudisill
|
| |
|
Title: |
Chief Executive Officer |
2
Exhibit 99.1
Forum Markets Acquires Aircraft Engine for Approximately $12 Million,
Advances Plan to Expand Aviation Portfolio to Five Engines
Company Expects to Complete Acquisition of an Additional Engine
in the Coming Weeks; Most Widely Used Engine Platform Offers Scale and Repeatable Deal Flow
PALM BEACH, Fla., July 16, 2026 /PRNewswire/ — Forum Markets,
Incorporated (Nasdaq: FRMM), a digital asset platform modernizing capital markets through the tokenization of real-world assets, today
announced that it has closed on the acquisition of a commercial aircraft engine for approximately $12 million in cash, expanding the company’s
aviation portfolio to four income-generating engines under long-term lease to major U.S. airlines. Forum is in the process of finalizing
the purchase of an additional engine, which is expected to close in the coming weeks and would bring the company’s aviation portfolio
to five engines.
The engine was purchased from Aero Engine Solutions, Inc. in an all-cash
transaction and is already generating revenue under an active lease. The lease is expected to produce fixed monthly lease revenue, supplemented
by additional usage-based fees, with total returns projected to reach double digits annually when combined with the engine’s expected
residual value at the end of the lease term. The second engine, once acquired, is expected to be placed on similar lease terms.
The engine is a CFM56-7B model, the most widely utilized commercial
turbofan engine in the world and the standard powerplant for the majority of narrow-body aircraft operated by U.S. and international carriers.
That scale supports one of the deepest and most liquid secondary markets in commercial aviation, giving Forum a large, repeatable pipeline
of similar assets, including the additional engine currently under agreement, as it continues to grow its aviation portfolio.
“This acquisition reflects our strategy of acquiring durable,
contractually protected assets that generate predictable cash flow,” said McAndrew Rudisill, chairman and chief executive officer
of Forum Markets. “The CFM56 platform is one of the largest and most established engine families in commercial aviation, which gives
us a deep, repeatable pipeline of similar acquisitions. With another engine expected to close in the coming weeks, our aviation portfolio
is expected to grow to five engines, meaningfully increasing our contracted cash flows and strengthening the return profile of the segment.”
The CFM56-7B’s scale and widespread use support a deep, liquid secondary
market for whole engines, parts and end-of-life teardown value. Combined with the contracted lease payments already in place, Forum expects
its aviation engines to deliver predictable income together with downside protection tied to their eventual resale.
Over time, Forum intends to explore pooling its aviation engines and
offering investors access to the combined cash flows through a structured security, which may include tokenized offerings, consistent
with the company’s broader strategy of expanding access to cash flow generating real-world assets.
About Forum Markets, Incorporated
Forum Markets, Incorporated (Nasdaq: FRMM) is a digital asset platform
focused on broadening access to institutional-grade, cash-generating real-world assets. The company acquires and structures high-yield
assets to generate durable operating income, drawing on proprietary origination pipelines and strategic co-investment partnerships to
scale its portfolio, with the ability to tokenize assets to expand distribution or enhance liquidity. 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, please visit ir.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 future performance and
growth of the Company; the ability of the Company to execute its plans, the assets to be held by the Company, the Company’s current and
anticipated yield strategies, and future performance. Forward-looking statements are subject to numerous risks and uncertainties, many
of which are beyond the Company’s control, and actual results may differ materially. Applicable risks and uncertainties include, among
others, the risk that the proposed transactions described herein may not be completed in a timely manner or at all; failure to realize
the anticipated benefits of the stock repurchase program, previously announced private placements, sale of convertible notes, and related
transactions, including the Company’s ability to achieve profitable operations; the Company’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
Company’s OTC transaction, including the Company’s ability to repay such facility, covenants associated therewith and security interests
associated therewith; risks relating to the Company’s previously announced ATM offering, including potential downward pressure on the
Company’s stock price associated therewith; risks relating to the Company’s operations and business; risks related to increased competition
in the industries in which the Company does and will operate; risks relating to significant legal, commercial, regulatory and technical
uncertainty regarding digital assets generally; expectations with respect to future performance, growth and anticipated acquisitions;
potential litigation involving the Company; global economic conditions; geopolitical events and regulatory changes; access to additional
financing, and the potential lack of such financing; and the Company’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 the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, as well as the supplemental risk
factors and other information the Company has or may file with the SEC. Readers are cautioned not to place undue reliance on these statements.
Readers are encouraged to read the Company’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 the Company undertakes
no obligation to update any forward-looking statements except as required by law. The Company’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.
Media and Investor Contact:
John Kristoff
SVP, Corporate Communications and IR
IR@forum-markets.com