Forum Markets (FRMM) holder discloses 11.11% stake and 2.1M-share warrant pool

Rhea-AI Filing Summary

Forum Markets, Incorporated received an amended Schedule 13G reporting that Cyber Citadel and Konstantin Lomashuk beneficially own 1,487,389 shares of Common Stock, representing 11.11% of the class. These figures reflect a 10-for-1 reverse stock split effective October 20, 2025 and are based on 13,390,804 shares outstanding reported in a July 8, 2026 proxy statement.

The reporting persons also hold pre-funded and strategic advisor warrants exercisable for an aggregate 2,102,006 additional shares, but a 9.99% beneficial ownership limitation prevents exercise that would raise ownership above that level, so these warrant shares are excluded from the reported totals. Their percentage ownership rose above 10% around April 28, 2026 due to the issuer’s repurchase and cancellation of its own shares, and they state no securities were acquired in connection with that increase. Lomashuk may be deemed to beneficially own Cyber Citadel’s holdings through his controlling interest, but he disclaims beneficial ownership except to the extent of his pecuniary interest.

Key Figures

Beneficial ownership shares: 1,487,389 shares Percent of class: 11.11% Shares outstanding: 13,390,804 shares +4 more

7 metrics

Beneficial ownership shares 1,487,389 shares Shares of Forum Markets common stock beneficially owned by the reporting persons

Percent of class 11.11% Ownership percentage of outstanding common stock based on 13,390,804 shares

Shares outstanding 13,390,804 shares Common stock outstanding as reported in the July 8, 2026 proxy statement

Warrant coverage 2,102,006 shares Aggregate shares issuable under pre-funded and strategic advisor warrants

Beneficial ownership cap 9.99% Ownership limitation governing the exercise of the warrants

Reverse stock split ratio 10-for-1 Reverse stock split of common stock effective October 20, 2025

Ownership threshold date April 28, 2026 Date ownership percentage increased above 10% due to issuer share repurchases

Key Terms

beneficial ownership limitation, reverse stock split, pre-funded warrants, strategic advisor warrants, +1 more

5 terms

beneficial ownership limitation regulatory

"Each warrant is subject to a beneficial ownership limitation preventing exercise"

A beneficial ownership limitation is a rule that caps the percentage of a company’s shares an investor can be treated as owning or controlling for voting, regulatory or tax purposes. It matters to investors because it can restrict how many shares a person or group can buy or vote, affect takeover chances, and influence share liquidity and value — like a speed limit that prevents any single driver from taking over the whole road.

reverse stock split financial

"reflect the Issuer's 10 for 1 reverse stock split effective on October 20, 2025"

A reverse stock split reduces a company's number of outstanding shares while raising the price per share proportionally, so the total value of each investor's holding is unchanged; a 1-for-10 split turns 100 shares worth $1 each into 10 shares worth $10 each. Companies often do this to regain compliance with an exchange's minimum price rule or to attract investors who avoid very low-priced stocks.

pre-funded warrants financial

"The Reporting Persons hold pre-funded warrants and strategic advisor warrants"

Pre-funded warrants are financial instruments that give investors the right to purchase a company's stock at a set price, but with most or all of the purchase price paid upfront. They function like a coupon or gift card for stock, allowing investors to buy shares later at a fixed price, which can be beneficial if they want to avoid future price increases. This makes them important for investors seeking flexibility and certainty in their investment plans.

strategic advisor warrants financial

"pre-funded warrants and strategic advisor warrants exercisable for an aggregate"

Strategic advisor warrants are contracts given to consultants or advisers that give them the right to buy a company’s stock later at a fixed price. Think of them like a coupon that lets an advisor purchase shares at today’s agreed price within a set time; they align the adviser’s incentives with the company’s success but can dilute existing shareholders if exercised.

beneficially own regulatory

"may be deemed to beneficially own the shares held by Cyber Citadel Ltd."

Beneficially own means having the economic rights and risks of a security—such as the right to receive dividends, sell the shares, or profit from price changes—whether or not your name appears on the official share register. Think of it like renting a car: you use it and reap the benefits even if the title lists someone else. Investors care because beneficial ownership determines who truly controls value, must be disclosed under securities rules, and can signal potential influence or trading activity that affects a stock’s price.

FAQ

What ownership stake in FRMM does Cyber Citadel report on this Schedule 13G/A?

Cyber Citadel reports beneficial ownership of 1,487,389 shares of Forum Markets common stock, representing 11.11% of the outstanding class, based on 13,390,804 shares reported outstanding in a July 8, 2026 proxy statement.

How did Cyber Citadel’s ownership in FRMM increase above 10% without new purchases?

The filing states the ownership percentage rose above 10% on or about April 28, 2026 because Forum Markets repurchased and cancelled its own shares, reducing shares outstanding. The reporting persons state they acquired no securities in connection with that increase.

What additional FRMM securities are held through warrants by the reporting persons?

The reporting persons hold pre-funded and strategic advisor warrants exercisable for an aggregate 2,102,006 shares of Forum Markets common stock. Due to a 9.99% beneficial ownership limitation, these warrant shares are excluded from the reported beneficial ownership.

What is the beneficial ownership limitation described for the FRMM warrants?

Each warrant includes a beneficial ownership limitation that prevents exercise if, after exercise, the holder and its affiliates would own more than 9.99% of Forum Markets’ outstanding common stock. This cap restricts converting warrants into additional shares.

How does the FRMM reverse stock split affect the reported share numbers?

All reported share amounts reflect a 10-for-1 reverse stock split of Forum Markets’ common stock that became effective on October 20, 2025. The 1,487,389 shares and related figures are presented on this post-split basis.

What is Konstantin Lomashuk’s relationship to Cyber Citadel’s FRMM holdings?

The filing states Konstantin Lomashuk may be deemed to beneficially own Cyber Citadel’s 1,487,389 FRMM shares through his controlling interest in the entity. He disclaims beneficial ownership except to the extent of his pecuniary interest in those shares.

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Available on EDGAR 08/14/2026 - 05:00 PM Accepted by SEC EDGAR 08/14/2026 - 05:00 PM Learn about SEC filing dates

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 1)

Forum Markets , Incorporated

(Name of Issuer)

Common Stock, $0.0001 par value per share

(Title of Class of Securities)

68236V401

(CUSIP Number)

06/30/2026

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

schemaVersion:

SCHEDULE 13G

CUSIP Number(s): 68236V401

1

Names of Reporting Persons

Cyber Citadel

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

CAYMAN ISLANDS

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 1,487,389.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 1,487,389.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

1,487,389.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

11.11 %

12

Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person: Amounts reported above reflect the Issuer's 10 for 1 reverse stock split effective on October 20, 2025. The Reporting Persons hold pre-funded warrants and strategic advisor warrants exercisable for an aggregate of 2,102,006 shares of Common Stock. Each warrant is subject to a beneficial ownership limitation preventing exercise to the extent that, after giving effect to such exercise, the holder together with its affiliates would beneficially own in excess of 9.99% of the outstanding Common Stock. Because the Reporting Persons' holdings of Common Stock alone exceeded that limitation as of the date of this statement, no warrant shares are included in Rows 5, 7 or 9. The percentage in Row 11 is based on 13,390,804 shares of Common Stock outstanding as reported by the Issuer in its definitive proxy statement filed with the Securities and Exchange Commission on July 8, 2026. Konstantin Lomashuk may be deemed to beneficially own the shares held by Cyber Citadel Ltd. in his capacity as the holder of a controlling interest in Cyber Citadel Ltd. Mr. Lomashuk disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein, and this statement shall not be deemed an admission that he is the beneficial owner of such shares for purposes of Section 13(d) or for any other purpose. The Reporting Persons' percentage ownership increased above 10% on or about April 28, 2026 as a result of the Issuer's repurchase and cancellation of its own shares, which reduced the number of shares outstanding. The Reporting Persons acquired no securities of the Issuer in connection with that increase.

SCHEDULE 13G

CUSIP Number(s): 68236V401

1

Names of Reporting Persons

Konstantin Lomashuk

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

RUSSIAN FEDERATION

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 1,487,389.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 1,487,389.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

1,487,389.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

11.11 %

12

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person: Amounts reported in above above reflect the Issuer's 10 for 1 reverse stock split effective on October 20, 2025. The Reporting Persons hold pre-funded warrants and strategic advisor warrants exercisable for an aggregate of 2,102,006 shares of Common Stock. Each warrant is subject to a beneficial ownership limitation preventing exercise to the extent that, after giving effect to such exercise, the holder together with its affiliates would beneficially own in excess of 9.99% of the outstanding Common Stock. Because the Reporting Persons' holdings of Common Stock alone exceeded that limitation as of the date of this statement, no warrant shares are included in Rows 5, 7 or 9. The percentage in Row 11 is based on 13,390,804 shares of Common Stock outstanding as reported by the Issuer in its definitive proxy statement filed with the Securities and Exchange Commission on July 8, 2026. Konstantin Lomashuk may be deemed to beneficially own the shares held by Cyber Citadel Ltd. in his capacity as the holder of a controlling interest in Cyber Citadel Ltd. Mr. Lomashuk disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein, and this statement shall not be deemed an admission that he is the beneficial owner of such shares for purposes of Section 13(d) or for any other purpose. The Reporting Persons' percentage ownership increased above 10% on or about April 28, 2026 as a result of the Issuer's repurchase and cancellation of its own shares, which reduced the number of shares outstanding. The Reporting Persons acquired no securities of the Issuer in connection with that increase.

SCHEDULE 13G

Item 1.
(a)	Name of issuer: Forum Markets , Incorporated
(b)	Address of issuer's principal executive offices: 2875 South Ocean Blvd., Suite 200, Palm Beach, FL 33480
Item 2.
(a)	Name of person filing: Cyber Citadel Konstantin Lomashuk
(b)	Address or principal business office or, if none, residence: The address for the principal business office of Cyber Citadel is: 71 Fort Street, 3rd Floor George Town, Grand Cayman KY1-1111 The address for the principal business office of Konstantin Lomashuk is: c/o Cyber Citadel 71 Fort Street, 3rd Floor George Town, Grand Cayman KY1-1111
(c)	Citizenship: Cyber Citadel is a Cayman Islands corporation; Konstantin Lomashuk is a citizen of Russia.
(d)	Title of class of securities: Common Stock, $0.0001 par value per share
(e)	CUSIP No.: 68236V401
Item 3.	If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
(k)	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.	Ownership
(a)	Amount beneficially owned: 1,487,389 shares of Common Stock. Konstantin Lomashuk may be deemed to possess voting and dispositive power in his capacity as sole owner of a controlling interest in Cyber Citadel and its affiliates.
(b)	Percent of class: 11.11%
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: 1,487,389
	(ii) Shared power to vote or to direct the vote: 0
	(iii) Sole power to dispose or to direct the disposition of: 1,498,389
	(iv) Shared power to dispose or to direct the disposition of: 0
Item 5.	Ownership of 5 Percent or Less of a Class.
	Not Applicable
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	Not Applicable
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	Not Applicable
Item 8.	Identification and Classification of Members of the Group.
	Not Applicable
Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10.

Certifications:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Cyber Citadel

Signature:	/s/ Petrus Dorfling Basson
Name/Title:	Petrus Dorfling Basson, Director
Date:	08/14/2026

Konstantin Lomashuk

Signature:	/s/ Konstantin Lomashuk
Name/Title:	Konstantin Lomashuk
Date:	08/14/2026