Forum Markets, Inc. entered into a second side-letter amendment with Zippy, Inc. to modify how a previously agreed stock price protection, called the Final Make Whole Amount, will be calculated and paid.
Instead of a single true-up on June 30, 2026, the agreement now uses three separate true-up dates on July 31, 2026, September 30, 2026, and December 31, 2026. For each of the first two periods, Zippy may sell up to 285,714 shares of Forum Markets common stock, with unsold eligible shares carrying forward, and any make-whole payment equals the guaranteed price of $10.50 per share minus Zippy’s gross sale proceeds.
For the third period, the make-whole is calculated on both shares sold and shares retained through December 31, 2026, using a volume-weighted average price for retained shares. The total make-whole across all three periods is capped so Zippy receives no more than $10.50 per share on the original stock consideration. The amendment also updates forfeiture and reporting covenants tied to timely cash payment of these amounts.
Forum Markets, Incorporated updated its share repurchase program. The Board extended the program by one year, from June 30, 2026 to June 30, 2027, and reduced the aggregate repurchase authorization from $250 million to $100 million.
The program now also expressly allows repurchases through derivative transactions, alongside other available methods. The Board will decide the timing, number, and value of any repurchases, and may extend, suspend, or terminate the program at any time. The company had 13,210,145 common shares outstanding as of June 29, 2026.
Forum Markets, Incorporated reported a sharp swing into loss as it pivots to a digital-asset and real‑world‑asset tokenization model. For the three months ended March 31, 2026, it generated $2.9 million of revenue, mainly from ETH staking and aircraft engine rentals.
The company posted a net loss of $76.3 million, driven largely by a $72.9 million net other expense tied to derivatives, digital asset revaluation and a make‑whole provision, on top of a $4.6 million operating loss. Total assets fell to $207.6 million from $306.3 million as digital asset holdings declined to $28.3 million and staking receivables were unwound.
Cash and cash equivalents increased to $65.9 million, supported by large ETH sales; the company sold about 57,726 ETH for $128.1 million and ended the quarter with roughly 12,441 ETH, largely pledged against a $25.9 million collateralized loan. Forum launched aircraft engine leasing and a private Eurus Aero Token offering, built loan portfolios in auto and manufactured home finance, and later repurchased 5.75 million shares for $24.9 million while a special committee reviews strategic alternatives.
Forum Markets, Incorporated reported its first meaningful quarter of operations, generating Q1 2026 revenue of $2.9 million from real-world asset and financing activities. Despite this, the company posted a net loss from continuing operations of $77.5 million, driven largely by fair value changes in receivables, digital assets and derivative liabilities, leading to Adjusted EBITDA of $(76.0) million.
As of March 31, 2026, Forum held cash and cash equivalents of $65.9 million and total assets of $207.6 million, with stockholders’ equity of $168.3 million. Management highlighted a significant share repurchase program, using about $25 million to retire 5.8 million shares, and now expects a moderately slower near-term AUM growth trajectory while reaffirming its 2027 revenue outlook.
The company positions itself as a digital asset platform focused on tokenizing institutional-grade, yield-generating real-world assets, including new AI infrastructure bridge-financing backed by NVIDIA GPUs. It continues to invest heavily in platform build-out, multi-channel distribution and institutional partnerships to support its long-term tokenization and yield strategy.
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.
Forum Markets, Incorporated provided an update on its share repurchase program, which was reinitiated effective April 15, 2026. Since then, the company has repurchased and cancelled approximately 5,647,351 shares of common stock at an average price of about $4.26 per share, for a total cost of roughly $24.1 million funded with existing cash.
All repurchased shares have been retired and are no longer outstanding, leaving about 14,649,582 shares of common stock issued and outstanding as of April 28, 2026. The company states that additional repurchases may continue through open market purchases, privately negotiated transactions, or other methods, subject to law, market conditions, and its financial position.
Forum Markets, Incorporated filed a Form 8-K to report a change in its capital structure. On April 23, 2026, the company filed a Certificate of Elimination in Delaware, removing the previously authorized Series B Convertible Preferred Stock from its charter.
As of the filing date, no shares of this Series B preferred were issued or outstanding, and the company states that no shares will be issued under that prior designation. The Certificate of Elimination became effective at 12:01 a.m. on April 24, 2026, and the full text is included as an exhibit.
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.
Dalton Angela reported acquisition or exercise transactions in this Form 4 filing.
FORUM MARKETS Inc director Angela Dalton reported an equity compensation award of 203,562 shares of Common Stock on April 2, 2026. The shares were granted at $0.00 per share and are held directly, bringing her reported direct ownership to 203,562 shares.
According to the footnote, the award consists of 3,562 shares underlying restricted stock units (RSUs) that will vest in full on the date of the Company’s 2026 Annual Meeting of Stockholders, subject to her continued service. The remaining 200,000 RSUs will vest in two equal tranches: half on the date of the 2026 Annual Meeting and half on the first anniversary of the grant date, each contingent on continued service through the applicable vesting date.