{"version":"company-facts.v1","source":"https://secwatch.observer","generated_at":"2026-07-11T14:50:09.809622+00:00","company":{"ticker":"FRMM","cik":1690080,"company_name":"FORUM MARKETS Inc"},"pagination":{"limit":100,"returned":96,"next_cursor":null},"license":"Source filings: public domain (SEC EDGAR). 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proposal procedures, expanding Board authority over meetings, adding a federal forum selection provision, and making technical updates to conform to Delaware law (effective 2026-02-11).","evidence_excerpt":"On February 11, 2026, the board of directors (the “ Board ”) of ETHZilla Corporation (the “ Company ”) adopted, by unanimous written consent, the Fourth Amended and Restated Bylaws of the Company (the “ Amended and Restated Bylaws ”), which became effective as of such date.","confidence":0.9,"filing_url":"https://secwatch.observer/filing/0001213900-26-015614","anchor_url":"https://secwatch.observer/filing/0001213900-26-015614#claim-0ac8f6f9602f80726f56b2c6438679f3316c6786","edgar_index_url":"https://www.sec.gov/Archives/edgar/data/1690080/000121390026015614/0001213900-26-015614-index.htm"},{"fact_type":"material_agreement","fact_key":"d3baffca0b6b6abc71d1d4fa1a4a93f832c49ed0","cik":1690080,"ticker":"FRMM","company_name":"FORUM MARKETS 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the terms of an\nEngine Sale and Purchase Agreement dated January 12, 2026 (the “Purchase Agreement”). The Engines were acquired for an aggregate\nof $12.2 million, which was payable in cash, less certain deposits previously paid, and subject to adjustments which provided for the\neconomic closing date to be September 30, 2025. The Engines","confidence":0.9,"filing_url":"https://secwatch.observer/filing/0001213900-26-006924","anchor_url":"https://secwatch.observer/filing/0001213900-26-006924#claim-abf1264627d309e18feab3ec2a57f094c846f289","edgar_index_url":"https://www.sec.gov/Archives/edgar/data/1690080/000121390026006924/0001213900-26-006924-index.htm"},{"fact_type":"material_agreement","fact_key":"230a928416c895d762c3096a824d4038e9d7eb14","cik":1690080,"ticker":"FRMM","company_name":"FORUM MARKETS Inc","filed_at":"2025-12-10T23:59:59+00:00","payload":{"action":"entry","agreement_name":"Zippy Purchase Agreement","agreement_type":"equity_purchase","counterparty":"Zippy, Inc.","effective_date":"2025-12-09","item_codes_triggered":["1.01"],"value_text":"$5 million in cash and 1,333,332 shares of common stock with an agreed value of approximately $14 mi"},"claim":"FORUM MARKETS Inc entered into Zippy Purchase Agreement with Zippy, Inc. valued at $5 million in cash and 1,333,332 shares of common stock with an agreed value of approximately $14 mi (effective 2025-12-09).","evidence_excerpt":"Item 1.01 Entry into a Material Definitive Agreement. On December 9, 2025, ETHZilla Corporation (the “ Company ”, “ we ” and “ us ”), entered into (i) a Series B-3 Preferred Stock Purchase Agreement (the “ Zippy Purchase Agreement ”) with Zippy, Inc., a Delaware corporation (“ Zippy ”); (ii) separate Stock Purchase Agreements (the “ Zippy Stock Purchase Agreements ”) with certain stockholders of Zippy (the “ Zippy Stockholders ”); (iii) a Registration Rights Agreement with Zippy and the Zippy Stockholders (the “ Registration Rights Agreement ”); (iv) a Third Amended and Restated Investors’ Rights Agreement with Zippy and certain significant investors and stockholders of Zippy (the “ Major Holders ” and the “ Zippy Rights Agreement ”); (v) a Third Amended and Restated Right of First Refusal and Co-Sale Agreement with Zippy and the Major Holders (the “ Zippy ROFR Agreement ”); and (vi) a Third Amended and Restated Voting Agreement with Zippy and the Major Holders (the “ Zippy Voting Agre","confidence":0.9,"filing_url":"https://secwatch.observer/filing/0001213900-25-120107","anchor_url":"https://secwatch.observer/filing/0001213900-25-120107#claim-230a928416c895d762c3096a824d4038e9d7eb14","edgar_index_url":"https://www.sec.gov/Archives/edgar/data/1690080/000121390025120107/0001213900-25-120107-index.htm"},{"fact_type":"equity_issuance","fact_key":"7a4e4953f7fd41a74ccd2211d745131e09c7385f","cik":1690080,"ticker":"FRMM","company_name":"FORUM MARKETS Inc","filed_at":"2025-12-10T23:59:59+00:00","payload":{"action":"private_placement","consideration_text":"$5 million in cash; and 1,333,332 shares of our common stock with an agreed value of approximately $14 million, based on a price per share of $10.50","effective_date":"2025-12-09","item_codes_triggered":["3.02"],"purchaser":"Zippy, Inc.","security_type":"preferred_stock","shares_text":"2,905,064 shares of its Series B-3 Preferred Stock"},"claim":"FORUM MARKETS Inc issued 2,905,064 shares of its Series B-3 Preferred Stock of preferred stock to Zippy, Inc. for $5 million in cash; and 1,333,332 shares of our common stock with an agreed value of approximately $14 million, based on a price per share of $10.50.","evidence_excerpt":"Pursuant to the Zippy Purchase Agreement, Zippy sold us 2,905,064 shares of its Series B-3 Preferred Stock (the “ Zippy Series B-3 Shares ”) representing 13.492% of Zippy’s fully-diluted capitalization in consideration for (a) $5 million in cash; and (b) 1,333,332 shares of our common stock (the “ Zippy Shares ”) with an agreed value of approximately $14 million, based on a price per share of $10.50 (the “ Per-Share Price ”).","confidence":0.9,"filing_url":"https://secwatch.observer/filing/0001213900-25-120107","anchor_url":"https://secwatch.observer/filing/0001213900-25-120107#claim-7a4e4953f7fd41a74ccd2211d745131e09c7385f","edgar_index_url":"https://www.sec.gov/Archives/edgar/data/1690080/000121390025120107/0001213900-25-120107-index.htm"},{"fact_type":"ma_transaction","fact_key":"5efaa7bc8cb763541af5b0c3413437eb5c9a9ba2","cik":1690080,"ticker":"FRMM","company_name":"FORUM MARKETS Inc","filed_at":"2025-12-10T23:59:59+00:00","payload":{"action":"acquisition","closing_date":"2025-12-09","consideration_text":null,"counterparty":"Zippy, Inc.","effective_date":"2025-12-09","item_codes_triggered":["2.01"]},"claim":"FORUM MARKETS Inc completed an acquisition involving Zippy, Inc. (closed 2025-12-09).","evidence_excerpt":"The Zippy Securities were acquired on December 9, 2025, upon the Closing, as discussed in greater detail in Item 1.01, above","confidence":0.9,"filing_url":"https://secwatch.observer/filing/0001213900-25-120107","anchor_url":"https://secwatch.observer/filing/0001213900-25-120107#claim-5efaa7bc8cb763541af5b0c3413437eb5c9a9ba2","edgar_index_url":"https://www.sec.gov/Archives/edgar/data/1690080/000121390025120107/0001213900-25-120107-index.htm"},{"fact_type":"material_agreement","fact_key":"8f4a820ba2e1587fe83e62c6b7e0769504032609","cik":1690080,"ticker":"FRMM","company_name":"FORUM MARKETS Inc","filed_at":"2025-12-03T23:59:59+00:00","payload":{"action":"entry","agreement_name":"Karus Series A Preferred Stock Rights Agreement","agreement_type":"equity_purchase","counterparty":"Karus and certain significant stockholders of Karus","effective_date":"2025-12-02","item_codes_triggered":["1.01"],"value_text":"Sets forth rights of Karus Series A Preferred Stock including liquidation preference, conversion rig"},"claim":"FORUM MARKETS Inc entered into Karus Series A Preferred Stock Rights Agreement with Karus and certain significant stockholders of Karus valued at Sets forth rights of Karus Series A Preferred Stock including liquidation preference, conversion rig (effective 2025-12-02).","evidence_excerpt":"On December 2, 2025, ETHZilla Corporation (the “ Company ”, “ we ” and “ us ”), entered into (i) a Purchase and Subscription Agreement (the “ Karus Purchase Agreement ”) with Karus Inc., a Delaware corporation (“ Karus ”), (ii) separate Stock Purchase Agreements (the “ Karus Stock Purchase Agreements ”) with certain stockholders of Karus (the “ Karus Stockholders ”); and (iii) a Series A Preferred Stock Rights Agreement with Karus and certain significant stockholders of Karus (the “ Key Holders ”, and the “ Karus Rights Agreement ”).","confidence":0.95,"filing_url":"https://secwatch.observer/filing/0001213900-25-117578","anchor_url":"https://secwatch.observer/filing/0001213900-25-117578#claim-8f4a820ba2e1587fe83e62c6b7e0769504032609","edgar_index_url":"https://www.sec.gov/Archives/edgar/data/1690080/000121390025117578/0001213900-25-117578-index.htm"},{"fact_type":"material_agreement","fact_key":"202165b44f874322a898456a939b69b5741de4ba","cik":1690080,"ticker":"FRMM","company_name":"FORUM MARKETS Inc","filed_at":"2025-12-03T23:59:59+00:00","payload":{"action":"entry","agreement_name":"Karus Stock Purchase Agreements","agreement_type":"equity_purchase","counterparty":"certain stockholders of Karus","effective_date":"2025-12-02","item_codes_triggered":["1.01"],"value_text":"181,488 shares of common stock valued at $2 million for 310,945 shares of Karus common stock and 44,"},"claim":"FORUM MARKETS Inc entered into Karus Stock Purchase Agreements with certain stockholders of Karus valued at 181,488 shares of common stock valued at $2 million for 310,945 shares of Karus common stock and 44, (effective 2025-12-02).","evidence_excerpt":"On December 2, 2025, ETHZilla Corporation (the “ Company ”, “ we ” and “ us ”), entered into (i) a Purchase and Subscription Agreement (the “ Karus Purchase Agreement ”) with Karus Inc., a Delaware corporation (“ Karus ”), (ii) separate Stock Purchase Agreements (the “ Karus Stock Purchase Agreements ”) with certain stockholders of Karus (the “ Karus Stockholders ”); and (iii) a Series A Preferred Stock Rights Agreement with Karus and certain significant stockholders of Karus (the “ Key Holders ”, and the “ Karus Rights Agreement ”).","confidence":0.95,"filing_url":"https://secwatch.observer/filing/0001213900-25-117578","anchor_url":"https://secwatch.observer/filing/0001213900-25-117578#claim-202165b44f874322a898456a939b69b5741de4ba","edgar_index_url":"https://www.sec.gov/Archives/edgar/data/1690080/000121390025117578/0001213900-25-117578-index.htm"},{"fact_type":"material_agreement","fact_key":"4511ddcfc3144f53e7b697dfa7fbb21dade0ca0d","cik":1690080,"ticker":"FRMM","company_name":"FORUM MARKETS Inc","filed_at":"2025-12-03T23:59:59+00:00","payload":{"action":"entry","agreement_name":"Karus Purchase Agreement","agreement_type":"equity_purchase","counterparty":"Karus Inc.","effective_date":"2025-12-02","item_codes_triggered":["1.01"],"value_text":"$3 million cash and 453,721 shares of common stock valued at $5 million for 1,421,464 shares of Karu"},"claim":"FORUM MARKETS Inc entered into Karus Purchase Agreement with Karus Inc. valued at $3 million cash and 453,721 shares of common stock valued at $5 million for 1,421,464 shares of Karu (effective 2025-12-02).","evidence_excerpt":"On December 2, 2025, ETHZilla Corporation (the “ Company ”, “ we ” and “ us ”), entered into (i) a Purchase and Subscription Agreement (the “ Karus Purchase Agreement ”) with Karus Inc., a Delaware corporation (“ Karus ”), (ii) separate Stock Purchase Agreements (the “ Karus Stock Purchase Agreements ”) with certain stockholders of Karus (the “ Karus Stockholders ”); and (iii) a Series A Preferred Stock Rights Agreement with Karus and certain significant stockholders of Karus (the “ Key Holders ”, and the “ Karus Rights Agreement ”).","confidence":0.95,"filing_url":"https://secwatch.observer/filing/0001213900-25-117578","anchor_url":"https://secwatch.observer/filing/0001213900-25-117578#claim-4511ddcfc3144f53e7b697dfa7fbb21dade0ca0d","edgar_index_url":"https://www.sec.gov/Archives/edgar/data/1690080/000121390025117578/0001213900-25-117578-index.htm"},{"fact_type":"ma_transaction","fact_key":"da1559048e7ba9bb619fe1d5c565b21e2e2aa0cb","cik":1690080,"ticker":"FRMM","company_name":"FORUM MARKETS Inc","filed_at":"2025-10-23T23:59:59+00:00","payload":{"action":"acquisition","closing_date":"2025-10-22","consideration_text":"$5 million in cash and 556,174 shares of common stock with an agreed value of $10 million","counterparty":"Satschel, Inc.","effective_date":"2025-10-22","item_codes_triggered":["2.01"]},"claim":"FORUM MARKETS Inc completed an acquisition involving Satschel, Inc. for $5 million in cash and 556,174 shares of common stock with an agreed value of $10 million (closed 2025-10-22).","evidence_excerpt":"Agreement,\nSatschel sold us shares of its Class A Common Stock representing 15% of its fully-diluted capitalization (the “ Satschel Securities ”),\nin consideration for (a) $5 million in cash; and (b) 556,174 shares of our common stock with an agreed value of $10 million,\nwhich are subject to a six month lock-up (the “ Satschel Shares ”). The Purchase","confidence":0.98,"filing_url":"https://secwatch.observer/filing/0001213900-25-101418","anchor_url":"https://secwatch.observer/filing/0001213900-25-101418#claim-da1559048e7ba9bb619fe1d5c565b21e2e2aa0cb","edgar_index_url":"https://www.sec.gov/Archives/edgar/data/1690080/000121390025101418/0001213900-25-101418-index.htm"},{"fact_type":"governance_change","fact_key":"001f33b0be582d33cac8671d892b022d7a76abf9","cik":1690080,"ticker":"FRMM","company_name":"FORUM MARKETS Inc","filed_at":"2025-10-15T23:59:59+00:00","payload":{"change_type":"charter_amendment","effective_date":"2025-10-20","item_codes_triggered":["5.03"],"summary_text":"Certificate of Amendment to Second Amended and Restated Certificate of Incorporation to effect a 1-for-10 reverse stock split"},"claim":"FORUM MARKETS Inc: Certificate of Amendment to Second Amended and Restated Certificate of Incorporation to effect a 1-for-10 reverse stock split (effective 2025-10-20).","evidence_excerpt":"On October 14, 2025, we filed a Certificate of Amendment to our Second Amended and Restated Certificate of Incorporation, as amended (the “ Certificate of Amendment ”) with the Secretary of State of the State of Delaware to effect the Reverse Stock Split.","confidence":0.9,"filing_url":"https://secwatch.observer/filing/0001213900-25-098968","anchor_url":"https://secwatch.observer/filing/0001213900-25-098968#claim-001f33b0be582d33cac8671d892b022d7a76abf9","edgar_index_url":"https://www.sec.gov/Archives/edgar/data/1690080/000121390025098968/0001213900-25-098968-index.htm"},{"fact_type":"governance_change","fact_key":"97fa700966316eb906ffa14d3bca2141b52bf02a","cik":1690080,"ticker":"FRMM","company_name":"FORUM MARKETS Inc","filed_at":"2025-10-08T23:59:59+00:00","payload":{"change_type":"charter_amendment","effective_date":"2025-10-08","item_codes_triggered":["5.03"],"summary_text":"Increased authorized shares of common stock from 1,000,000,000 to 5,000,000,000 via Certificate of Amendment to Second Amended and Restated Certificate of Incorporation"},"claim":"FORUM MARKETS Inc: Increased authorized shares of common stock from 1,000,000,000 to 5,000,000,000 via Certificate of Amendment to Second Amended and Restated Certificate of Incorporation (effective 2025-10-08).","evidence_excerpt":"On October 8, 2025, we filed a Certificate of Amendment to our Second Amended and Restated Certificate of Incorporation, as amended (the “ Certificate of Amendment ”) with the Secretary of State of the State of Delaware to increase the Company’s authorized number of shares of common stock, par value $0.0001 per share from one billion (1,000,000,000) shares to five billion (5,000,000,000) shares, which became effective when filed on October 8, 2025.","confidence":0.9,"filing_url":"https://secwatch.observer/filing/0001213900-25-097483","anchor_url":"https://secwatch.observer/filing/0001213900-25-097483#claim-97fa700966316eb906ffa14d3bca2141b52bf02a","edgar_index_url":"https://www.sec.gov/Archives/edgar/data/1690080/000121390025097483/0001213900-25-097483-index.htm"},{"fact_type":"equity_issuance","fact_key":"152ef8a904dd36e1d70ced8f8b799154e5e4a806","cik":1690080,"ticker":"FRMM","company_name":"FORUM MARKETS Inc","filed_at":"2025-09-25T23:59:59+00:00","payload":{"action":"rights_modification","consideration_text":null,"effective_date":"2025-09-21","item_codes_triggered":["3.03"],"purchaser":null,"security_type":"convertible_note","shares_text":null},"claim":"FORUM MARKETS Inc issued convertible note.","evidence_excerpt":"the Company and the Investor agreed to partially waive and modify certain terms of the Existing Convertible Notes and the Securities Purchase Agreement, including: (i) to reduce the interest rate from 4% to 2% (ii) permitting the Company to Stake (as defined in the Security Purchase Agreement) the collateral held in the Company’s crypto control accounts, (iii) allowing the Company to use the yield of any cash held in the controlled accounts (less the accrued and unpaid interest on the Convertible Notes and any other amounts then due and payable to the Investor), in the ordinary course of business, and (iv) to permit one or more additional subsequent placements (not including any variable rate transaction) solely consisting of the sale of common stock (x) with gross proceeds not in excess of an aggregate of $1 billion, subject to certain pre-requisites, or (y) at any time if such applicable purchase price exceeds $4.00 (as adjusted for stock splits, stock dividends, stock combinations,","confidence":0.9,"filing_url":"https://secwatch.observer/filing/0001213900-25-091334","anchor_url":"https://secwatch.observer/filing/0001213900-25-091334#claim-152ef8a904dd36e1d70ced8f8b799154e5e4a806","edgar_index_url":"https://www.sec.gov/Archives/edgar/data/1690080/000121390025091334/0001213900-25-091334-index.htm"},{"fact_type":"equity_issuance","fact_key":"83999454f9946a34c4977987af51659ef174a28b","cik":1690080,"ticker":"FRMM","company_name":"FORUM MARKETS Inc","filed_at":"2025-09-25T23:59:59+00:00","payload":{"action":"private_placement","consideration_text":"aggregate principal amount of $350 million in exchange for cash equal to 97.25% of the New Principal Amount","effective_date":"2025-09-23","item_codes_triggered":["3.02","3.03"],"purchaser":"an institutional investor","security_type":"convertible_note","shares_text":null},"claim":"FORUM MARKETS Inc issued convertible note to an institutional investor for aggregate principal amount of $350 million in exchange for cash equal to 97.25% of the New Principal Amount.","evidence_excerpt":"The New Convertible Notes were sold to the Investors on September 23, 2025 (the “ Effective Date ”), in the aggregate principal amount of $350 million (the “ New Principal Amount ”) in exchange for cash equal to 97.25% of the New Principal Amount (the “ New Debt Financing ”).","confidence":0.9,"filing_url":"https://secwatch.observer/filing/0001213900-25-091334","anchor_url":"https://secwatch.observer/filing/0001213900-25-091334#claim-83999454f9946a34c4977987af51659ef174a28b","edgar_index_url":"https://www.sec.gov/Archives/edgar/data/1690080/000121390025091334/0001213900-25-091334-index.htm"},{"fact_type":"debt_financing","fact_key":"6e369b9457870e3b0c613e1d1e2be37b9fccaa08","cik":1690080,"ticker":"FRMM","company_name":"FORUM MARKETS Inc","filed_at":"2025-09-25T23:59:59+00:00","payload":{"counterparty":"investment funds managed by an institutional 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On September 21, 2025, the\nCompany","confidence":0.9,"filing_url":"https://secwatch.observer/filing/0001213900-25-091334","anchor_url":"https://secwatch.observer/filing/0001213900-25-091334#claim-6e369b9457870e3b0c613e1d1e2be37b9fccaa08","edgar_index_url":"https://www.sec.gov/Archives/edgar/data/1690080/000121390025091334/0001213900-25-091334-index.htm"},{"fact_type":"debt_financing","fact_key":"14ded340d362418ebc82ae391be1a6cc9451bb43","cik":1690080,"ticker":"FRMM","company_name":"FORUM MARKETS Inc","filed_at":"2025-09-25T23:59:59+00:00","payload":{"counterparty":"investment funds managed by an institutional investor","effective_date":"2025-09-23","event":"incurrence","instrument_type":"convertible_notes","interest_rate_text":"2.00% per annum through the maturity date, increasing to 18.0% per annum upon an","item_codes_triggered":["2.03"],"maturity_text":"September 23, 2028","principal_text":"$350 million"},"claim":"FORUM MARKETS Inc incurred convertible notes of $350 million with investment funds managed by an institutional investor at 2.00% per annum through the maturity date, increasing to 18.0% per annum upon an maturing September 23, 2028.","evidence_excerpt":"The New Convertible Notes were sold to the Investors on September 23, 2025 (the \" Effective Date \"), in the aggregate principal amount of $350 million (the \" New Principal Amount \") in exchange for cash equal to 97.25% of the New Principal Amount (the \" New Debt Financing \").","confidence":0.95,"filing_url":"https://secwatch.observer/filing/0001213900-25-091334","anchor_url":"https://secwatch.observer/filing/0001213900-25-091334#claim-14ded340d362418ebc82ae391be1a6cc9451bb43","edgar_index_url":"https://www.sec.gov/Archives/edgar/data/1690080/000121390025091334/0001213900-25-091334-index.htm"},{"fact_type":"equity_issuance","fact_key":"7e02789150e91cf5333bcc2381e1deb9f34a406d","cik":1690080,"ticker":"FRMM","company_name":"FORUM MARKETS Inc","filed_at":"2025-09-22T23:59:59+00:00","payload":{"action":"rights_modification","consideration_text":null,"effective_date":"2025-09-22","item_codes_triggered":["3.03"],"purchaser":null,"security_type":"convertible_note","shares_text":null},"claim":"FORUM MARKETS Inc issued convertible note.","evidence_excerpt":"the Company and the Investor agreed to partially waive and modify certain terms of the Existing Convertible Notes and the Securities Purchase Agreement","confidence":0.9,"filing_url":"https://secwatch.observer/filing/0001213900-25-089862","anchor_url":"https://secwatch.observer/filing/0001213900-25-089862#claim-7e02789150e91cf5333bcc2381e1deb9f34a406d","edgar_index_url":"https://www.sec.gov/Archives/edgar/data/1690080/000121390025089862/0001213900-25-089862-index.htm"},{"fact_type":"equity_issuance","fact_key":"22f7d356408674f9aeeef95b183712111ecfdb14","cik":1690080,"ticker":"FRMM","company_name":"FORUM MARKETS Inc","filed_at":"2025-09-22T23:59:59+00:00","payload":{"action":"private_placement","consideration_text":"cash equal to 97.25% of the New Principal Amount","effective_date":"2025-09-22","item_codes_triggered":["3.02"],"purchaser":"investment funds managed by an institutional investor","security_type":"convertible_note","shares_text":"114,754,098 shares of common stock"},"claim":"FORUM MARKETS Inc issued 114,754,098 shares of common stock of convertible note to investment funds managed by an institutional investor for cash equal to 97.25% of the New Principal Amount.","evidence_excerpt":"The New Convertible Notes were sold to the Investors on September 22, 2025, in the aggregate principal amount of $350 million (the “ New Principal Amount ”) in exchange for cash equal to 97.25% of the New Principal Amount (the “ New Debt Financing ”). The Company closed the New Debt Financing simultaneously with the signing of the Amendment Agreement (the “ Effective Date ”). The New Convertible Notes were issued in a private placement in reliance upon an exemption from registration provided by Section 4(a)(2) of the Securities Act.","confidence":0.9,"filing_url":"https://secwatch.observer/filing/0001213900-25-089862","anchor_url":"https://secwatch.observer/filing/0001213900-25-089862#claim-22f7d356408674f9aeeef95b183712111ecfdb14","edgar_index_url":"https://www.sec.gov/Archives/edgar/data/1690080/000121390025089862/0001213900-25-089862-index.htm"},{"fact_type":"debt_financing","fact_key":"d9bc97e348a61ec00b1983172532447d29e2ed2d","cik":1690080,"ticker":"FRMM","company_name":"FORUM MARKETS Inc","filed_at":"2025-09-22T23:59:59+00:00","payload":{"counterparty":"investment funds managed by an institutional investor","effective_date":"2025-09-22","event":"amendment","instrument_type":"convertible_notes","interest_rate_text":"reduced from 4% to 2%","item_codes_triggered":["2.03"],"maturity_text":null,"principal_text":null},"claim":"FORUM MARKETS Inc amended convertible notes with investment funds managed by an institutional investor at reduced from 4% to 2%.","evidence_excerpt":"the Company and the Investor agreed to partially waive and modify certain terms of the Existing Convertible Notes and the Securities Purchase Agreement, including: (i) to reduce the interest rate from 4% to 2%","confidence":0.9,"filing_url":"https://secwatch.observer/filing/0001213900-25-089862","anchor_url":"https://secwatch.observer/filing/0001213900-25-089862#claim-d9bc97e348a61ec00b1983172532447d29e2ed2d","edgar_index_url":"https://www.sec.gov/Archives/edgar/data/1690080/000121390025089862/0001213900-25-089862-index.htm"},{"fact_type":"debt_financing","fact_key":"4ea2622b867334a3e2e7641259352a9ffbb35271","cik":1690080,"ticker":"FRMM","company_name":"FORUM MARKETS Inc","filed_at":"2025-09-22T23:59:59+00:00","payload":{"counterparty":"investment funds managed by an institutional 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Inc incurred convertible notes of aggregate principal amount of $156,250,000 with investment funds managed by an institutional investor at 0.00% per annum for the first six months, and 4.00% per annum for the following maturing the third year anniversary of the issuance date of the Convertible Notes.","evidence_excerpt":"“ Investor ”), under which the Company agreed to sell and issue to the Investor\nsenior secured convertible notes (the “ Convertible Notes ”) in aggregate principal amount of $156,250,000 (the\n“ Principal Amount ”) in exchange for cash equal to 96.0% of the Principal Amount (the “ Debt Financing ”).\nThe Company closed the Debt Financing simultaneously with 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The Amended and Restated Bylaws will become effective immediately after the Name Change on August 18, 2025.","confidence":0.9,"filing_url":"https://secwatch.observer/filing/0001213900-25-075707","anchor_url":"https://secwatch.observer/filing/0001213900-25-075707#claim-7e9aefbbf1a93a89ed2f803a2a9825c8ebd16c3d","edgar_index_url":"https://www.sec.gov/Archives/edgar/data/1690080/000121390025075707/0001213900-25-075707-index.htm"},{"fact_type":"governance_change","fact_key":"1fae6564cd0a8368a6ab5ce3872a649389d24e34","cik":1690080,"ticker":"FRMM","company_name":"FORUM MARKETS Inc","filed_at":"2025-08-13T23:59:59+00:00","payload":{"change_type":"charter_amendment","effective_date":"2025-08-18","item_codes_triggered":["5.03"],"summary_text":"Company name changed to ETHZilla Corporation via Certificate of Amendment to the Charter"},"claim":"FORUM MARKETS Inc: Company name changed to ETHZilla Corporation via Certificate of Amendment to the Charter (effective 2025-08-18).","evidence_excerpt":"On August 12, 2025, the Company filed with the Secretary of State of the State of Delaware a Certificate of Amendment (the “ Certificate of Amendment ”) to the Charter, which will effect the Name Change at 12:01 a.m. on August 18, 2025.","confidence":0.9,"filing_url":"https://secwatch.observer/filing/0001213900-25-075707","anchor_url":"https://secwatch.observer/filing/0001213900-25-075707#claim-1fae6564cd0a8368a6ab5ce3872a649389d24e34","edgar_index_url":"https://www.sec.gov/Archives/edgar/data/1690080/000121390025075707/0001213900-25-075707-index.htm"},{"fact_type":"debt_financing","fact_key":"407164bc1639c579d0e3d8518b3fc9ad56eea4b6","cik":1690080,"ticker":"FRMM","company_name":"FORUM MARKETS Inc","filed_at":"2025-08-11T23:59:59+00:00","payload":{"counterparty":"investment funds managed by an institutional investor","effective_date":"2025-08-08","event":"incurrence","instrument_type":"convertible_notes","interest_rate_text":"0.00% per annum for the first six months, and 4.00% per annum 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Van Lent was appointed as Chief Accounting Officer at FORUM MARKETS Inc.","evidence_excerpt":"Effective on February 15, 2025, the Board of Directors of 180 Life Sciences Corp. (the “ Company ”, “ we ” and “ us ”), appointed Eric R. 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(closed 2024-12-27).","evidence_excerpt":"As a result of the voting rights associated with the Series B Convertible Preferred Stock, effective on December 27, 2024, Elray Resources, Inc., the holder of all 1,000,000 outstanding shares of Series B Convertible Preferred Stock, obtained the right to vote 1,813,000 total voting shares pursuant to its ownership of the Series B Convertible Preferred Stock, on all stockholder matters, representing 36.3% of the Company’s outstanding voting shares","confidence":0.9,"filing_url":"https://secwatch.observer/filing/0001213900-25-000398","anchor_url":"https://secwatch.observer/filing/0001213900-25-000398#claim-f472e991410487ad671ca4f03a515095781731d6","edgar_index_url":"https://www.sec.gov/Archives/edgar/data/1690080/000121390025000398/0001213900-25-000398-index.htm"},{"fact_type":"executive_change","fact_key":"5c033be5a3","cik":1690080,"ticker":"FRMM","company_name":"FORUM MARKETS Inc","filed_at":"2024-10-29T23:59:59+00:00","payload":{"action":"appointed","action_category":"appointment","departure_tone":"not_applicable","effective_date":"2024-10-24","interim":false,"role":"Director","role_category":"director","successor_name":null,"successor_named":false},"claim":"Jay Goodman was appointed as Director at FORUM MARKETS Inc.","evidence_excerpt":"Effective October 24, 2024, the Board of Directors of 180 Life Sciences Corp. (the “ Company ”, “ we ” and “ us ”) appointed Jay Goodman (the “ Appointee ” and the “ Appointment ”) as a member of the Board of Directors (“ Board ”), which Appointment was effective as of the same date.","confidence":0.95,"filing_url":"https://secwatch.observer/filing/0001213900-24-091422","anchor_url":"https://secwatch.observer/filing/0001213900-24-091422#claim-5c033be5a3","edgar_index_url":"https://www.sec.gov/Archives/edgar/data/1690080/000121390024091422/0001213900-24-091422-index.htm"},{"fact_type":"governance_change","fact_key":"b7d269ef086b38b059cbddd8b1b24ed6567f7e51","cik":1690080,"ticker":"FRMM","company_name":"FORUM MARKETS Inc","filed_at":"2024-10-03T23:59:59+00:00","payload":{"change_type":"charter_amendment","effective_date":"2024-09-30","item_codes_triggered":["5.03"],"summary_text":"Filed Certificate of Designations for Series B Convertible Preferred Stock, designating 1,000,000 shares with specific voting, dividend, liquidation, and conversion rights."},"claim":"FORUM MARKETS Inc: Filed Certificate of Designations for Series B Convertible Preferred Stock, designating 1,000,000 shares with specific voting, dividend, liquidation, and conversion rights (effective 2024-09-30).","evidence_excerpt":"On September 30, 2024, in contemplation of the closing of the transactions contemplated by the Purchase Agreement, and pursuant to the power provided to the Company by the Certificate of Incorporation of the Company, as amended, the Company’s Board of Directors approved the adoption of, and filing of, a Certificate of Designations of 180 Life Sciences Corp. Establishing the Designations, Preferences, Limitations and Relative Rights of Its Series B Convertible Preferred Stock (the “ Series B Designation ”), which was filed with, and became effective with, the Secretary of State of Delaware on the same date.","confidence":0.9,"filing_url":"https://secwatch.observer/filing/0001213900-24-084859","anchor_url":"https://secwatch.observer/filing/0001213900-24-084859#claim-b7d269ef086b38b059cbddd8b1b24ed6567f7e51","edgar_index_url":"https://www.sec.gov/Archives/edgar/data/1690080/000121390024084859/0001213900-24-084859-index.htm"},{"fact_type":"ma_transaction","fact_key":"9f46c5a034563e61ba96ac492e587ff7f2087bfe","cik":1690080,"ticker":"FRMM","company_name":"FORUM MARKETS Inc","filed_at":"2024-10-03T23:59:59+00:00","payload":{"action":"acquisition","closing_date":"2024-09-30","consideration_text":"1,000,000 shares of newly designated Series B Convertible Preferred Stock and warrants to purchase 3,000,000 shares of common stock","counterparty":"Elray Resources, Inc.","effective_date":"2024-09-30","item_codes_triggered":["2.01"]},"claim":"FORUM MARKETS Inc completed an acquisition involving Elray Resources, Inc. for 1,000,000 shares of newly designated Series B Convertible Preferred Stock and warrants to purchase 3,000,000 shares of common stock (closed 2024-09-30).","evidence_excerpt":"Purchase Agreement,\nElray agreed to sell us certain source code and intellectual property relating to an online blockchain casino (the “ Purchased\nAssets ”) in consideration for 1,000,000 shares of newly designated Series B Convertible Preferred Stock (the “ Preferred\nStock ”, and the shares of common stock issuable upon conversion thereof, the “ Conversion Shares","confidence":0.9,"filing_url":"https://secwatch.observer/filing/0001213900-24-084859","anchor_url":"https://secwatch.observer/filing/0001213900-24-084859#claim-9f46c5a034563e61ba96ac492e587ff7f2087bfe","edgar_index_url":"https://www.sec.gov/Archives/edgar/data/1690080/000121390024084859/0001213900-24-084859-index.htm"},{"fact_type":"executive_change","fact_key":"9bf805fc06","cik":1690080,"ticker":"FRMM","company_name":"FORUM MARKETS Inc","filed_at":"2024-09-12T23:59:59+00:00","payload":{"action":"appointed","action_category":"appointment","departure_tone":"not_applicable","effective_date":"2024-09-30","interim":false,"role":"Chief Financial Officer and Secretary","role_category":"cfo","successor_name":null,"successor_named":false},"claim":"Omar Jimenez was appointed as Chief Financial Officer and Secretary at FORUM MARKETS Inc.","evidence_excerpt":"On September 11, 2024, the Board resolved to appoint Mr. Omar Jimenez, a current member of the Board, as Chief Financial Officer (Principal Financial/Accounting Officer) and Secretary, to fill the vacancy left by Mr. Pamir’s departure, effective on September 30, 2024.","confidence":0.95,"filing_url":"https://secwatch.observer/filing/0001213900-24-078158","anchor_url":"https://secwatch.observer/filing/0001213900-24-078158#claim-9bf805fc06","edgar_index_url":"https://www.sec.gov/Archives/edgar/data/1690080/000121390024078158/0001213900-24-078158-index.htm"},{"fact_type":"executive_change","fact_key":"578a809b23","cik":1690080,"ticker":"FRMM","company_name":"FORUM MARKETS Inc","filed_at":"2024-09-12T23:59:59+00:00","payload":{"action":"resigned","action_category":"departure","departure_tone":"routine","effective_date":"2024-09-30","interim":false,"role":"Chief Financial Officer and Secretary","role_category":"cfo","successor_name":"Omar Jimenez","successor_named":true},"claim":"Ozan Pamir resigned as Chief Financial Officer and Secretary at FORUM MARKETS Inc.","evidence_excerpt":"On September 10, 2024, Mr. Ozan Pamir, the Chief Financial Officer (Principal Financial/Accounting Officer) and Secretary of 180 Life Sciences Corp. (the “Company \", “we” and “us”), tendered his resignation to the board of directors of the Company (the “Board”), effective September 30, 2024.","confidence":0.95,"filing_url":"https://secwatch.observer/filing/0001213900-24-078158","anchor_url":"https://secwatch.observer/filing/0001213900-24-078158#claim-578a809b23","edgar_index_url":"https://www.sec.gov/Archives/edgar/data/1690080/000121390024078158/0001213900-24-078158-index.htm"},{"fact_type":"exchange_compliance_notice","fact_key":"628df9c51d05112774e74ac926ebd4354e889210","cik":1690080,"ticker":"FRMM","company_name":"FORUM MARKETS Inc","filed_at":"2024-05-15T23:59:59+00:00","payload":{"company_response":null,"compliance_status":"extension_granted","cure_deadline":null,"deficiency_type":"stockholders_equity","delisting_effective_date":null,"exchange":"nasdaq","hearing_date":null,"immediate_listing_effect":null,"minimum_requirement":null,"notice_date":"2023-11-15","notice_type":"deficiency_notice","plan_due_date":null,"raw_rule_text":"Nasdaq Listing Rule 5550(b)","reported_value":null,"rule_numbers":["5550(b)"],"rules_cited_in_text":true},"claim":"FORUM MARKETS Inc received a nasdaq deficiency notice notice regarding stockholders equity (rules 5550(b)).","evidence_excerpt":"November 15, 2023, the Listing Qualifications department (the “ Staff ”) of The Nasdaq Stock Market LLC (“ Nasdaq ”)\nnotified 180 Life Sciences Corp. 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We submitted the plan to regain compliance in a timely manner,\nand on January 11, 2024, Nasdaq advised the Company that it has determined to grant the","confidence":0.95,"filing_url":"https://secwatch.observer/filing/0001213900-24-043761","anchor_url":"https://secwatch.observer/filing/0001213900-24-043761#claim-628df9c51d05112774e74ac926ebd4354e889210","edgar_index_url":"https://www.sec.gov/Archives/edgar/data/1690080/000121390024043761/0001213900-24-043761-index.htm"},{"fact_type":"executive_change","fact_key":"4e6247e16f","cik":1690080,"ticker":"FRMM","company_name":"FORUM MARKETS Inc","filed_at":"2024-05-09T23:59:59+00:00","payload":{"action":"resigned","action_category":"departure","departure_tone":"routine","effective_date":"2024-05-07","interim":false,"role":"Chief Scientific Officer","role_category":"other_named_officer","successor_name":null,"successor_named":false},"claim":"Dr. Jonathan Rothbard resigned as Chief Scientific Officer at FORUM MARKETS Inc.","evidence_excerpt":"On May 7, 2024, Dr. Jonathan Rothbard resigned as Chief Scientific Officer of the Company effective the same date.","confidence":0.95,"filing_url":"https://secwatch.observer/filing/0001213900-24-041030","anchor_url":"https://secwatch.observer/filing/0001213900-24-041030#claim-4e6247e16f","edgar_index_url":"https://www.sec.gov/Archives/edgar/data/1690080/000121390024041030/0001213900-24-041030-index.htm"},{"fact_type":"executive_change","fact_key":"61173f27a0","cik":1690080,"ticker":"FRMM","company_name":"FORUM MARKETS Inc","filed_at":"2024-05-09T23:59:59+00:00","payload":{"action":"resigned","action_category":"departure","departure_tone":"routine","effective_date":"2024-05-07","interim":false,"role":"Chief Executive Officer (Principal Executive Officer)","role_category":"ceo","successor_name":null,"successor_named":false},"claim":"Dr. James N. 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(the “ Company ”, “ we ” and “ us ”) effective the same date","confidence":0.95,"filing_url":"https://secwatch.observer/filing/0001213900-24-041030","anchor_url":"https://secwatch.observer/filing/0001213900-24-041030#claim-61173f27a0","edgar_index_url":"https://www.sec.gov/Archives/edgar/data/1690080/000121390024041030/0001213900-24-041030-index.htm"},{"fact_type":"auditor_change","fact_key":"27b1f4cf1c3f8388a6d037de80a4c2b16386c72a","cik":1690080,"ticker":"FRMM","company_name":"FORUM MARKETS Inc","filed_at":"2024-04-19T23:59:59+00:00","payload":{"action":"engagement","auditor_name":"M&K CPA's, PLLC","disagreement_text":null,"effective_date":"2024-04-17","item_codes_triggered":["4.01"],"non_reliance_signal":"none","successor_auditor_name":null},"claim":"FORUM MARKETS Inc engaged M&K CPA's, PLLC as its auditor.","evidence_excerpt":"the Company engaged M&K CPA’s, PLLC (“ M&K CPAs ”), as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024, effective immediately","confidence":0.9,"filing_url":"https://secwatch.observer/filing/0001213900-24-034519","anchor_url":"https://secwatch.observer/filing/0001213900-24-034519#claim-27b1f4cf1c3f8388a6d037de80a4c2b16386c72a","edgar_index_url":"https://www.sec.gov/Archives/edgar/data/1690080/000121390024034519/0001213900-24-034519-index.htm"},{"fact_type":"auditor_change","fact_key":"27ace35e45133b5659e8691e1be521fd95c6bb1b","cik":1690080,"ticker":"FRMM","company_name":"FORUM MARKETS Inc","filed_at":"2024-04-19T23:59:59+00:00","payload":{"action":"dismissal","auditor_name":"Marcum LLP","disagreement_text":null,"effective_date":"2024-04-17","item_codes_triggered":["4.01"],"non_reliance_signal":"none","successor_auditor_name":"M&K CPA's, PLLC"},"claim":"FORUM MARKETS Inc dismissed Marcum LLP as its auditor.","evidence_excerpt":"the Company dismissed Marcum LLP (“ Marcum ”) as the Company’s independent registered public accounting firm, effective immediately","confidence":0.9,"filing_url":"https://secwatch.observer/filing/0001213900-24-034519","anchor_url":"https://secwatch.observer/filing/0001213900-24-034519#claim-27ace35e45133b5659e8691e1be521fd95c6bb1b","edgar_index_url":"https://www.sec.gov/Archives/edgar/data/1690080/000121390024034519/0001213900-24-034519-index.htm"},{"fact_type":"executive_change","fact_key":"a33cb0b926","cik":1690080,"ticker":"FRMM","company_name":"FORUM MARKETS Inc","filed_at":"2024-03-11T23:59:59+00:00","payload":{"action":"appointed","action_category":"appointment","departure_tone":"not_applicable","effective_date":"2024-03-07","interim":false,"role":"Director","role_category":"director","successor_name":null,"successor_named":false},"claim":"Ryan L. 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Smith (collectively, the “ Appointees ” and the “ Appointments ”) as members of the Board of Directors (“ Board ”), which Appointments were effective as of the same date.","confidence":0.95,"filing_url":"https://secwatch.observer/filing/0001213900-24-021213","anchor_url":"https://secwatch.observer/filing/0001213900-24-021213#claim-65f9b7aee8","edgar_index_url":"https://www.sec.gov/Archives/edgar/data/1690080/000121390024021213/0001213900-24-021213-index.htm"},{"fact_type":"executive_change","fact_key":"36990d7872","cik":1690080,"ticker":"FRMM","company_name":"FORUM MARKETS Inc","filed_at":"2024-03-11T23:59:59+00:00","payload":{"action":"resigned","action_category":"departure","departure_tone":"routine","effective_date":"2024-03-07","interim":false,"role":"Director","role_category":"director","successor_name":null,"successor_named":false},"claim":"Sir Marc Feldmann resigned as Director at FORUM MARKETS Inc.","evidence_excerpt":"On March 7, 2023, Sir Marc Feldmann, Ph.D. provided notice to the Board of Directors of 180 Life Sciences Corp. (the “ Company ”, “ we ” and “ us ”) of his resignation as a member of the Board of Directors, effective on the same date (March 7, 2024).","confidence":0.95,"filing_url":"https://secwatch.observer/filing/0001213900-24-021213","anchor_url":"https://secwatch.observer/filing/0001213900-24-021213#claim-36990d7872","edgar_index_url":"https://www.sec.gov/Archives/edgar/data/1690080/000121390024021213/0001213900-24-021213-index.htm"},{"fact_type":"executive_change","fact_key":"280b382ddd","cik":1690080,"ticker":"FRMM","company_name":"FORUM MARKETS Inc","filed_at":"2024-02-29T23:59:59+00:00","payload":{"action":"appointed","action_category":"appointment","departure_tone":"not_applicable","effective_date":"2024-02-28","interim":false,"role":"Director","role_category":"director","successor_name":null,"successor_named":false},"claim":"Blair Jordan was appointed as Director at FORUM MARKETS Inc.","evidence_excerpt":"February 28, 2024, the Board of Directors of 180 Life Sciences Corp. (the “ Company ”, “ we ” and “ us ”), appointed Blair Jordan as a member of the Board of Directors (“ Board ”), to fill one of the vacancies on the Board","confidence":0.95,"filing_url":"https://secwatch.observer/filing/0001213900-24-018231","anchor_url":"https://secwatch.observer/filing/0001213900-24-018231#claim-280b382ddd","edgar_index_url":"https://www.sec.gov/Archives/edgar/data/1690080/000121390024018231/0001213900-24-018231-index.htm"},{"fact_type":"governance_change","fact_key":"b1ed45bc58ee43aae12e3924131bf9728c3162d3","cik":1690080,"ticker":"FRMM","company_name":"FORUM MARKETS Inc","filed_at":"2024-02-28T23:59:59+00:00","payload":{"change_type":"charter_amendment","effective_date":"2024-02-28","item_codes_triggered":["5.03"],"summary_text":"Amendment to Second Amended and Restated Certificate of Incorporation to effect a 1-for-19 reverse stock split of common stock, effective February 28, 2024 at 12:01 a.m. Eastern Time."},"claim":"FORUM MARKETS Inc: Amendment to Second Amended and Restated Certificate of Incorporation to effect a 1-for-19 reverse stock split of common stock, effective February 28, 2024 at 12:01 a.m. Eastern Time (effective 2024-02-28).","evidence_excerpt":"On February 26, 2024, we filed a Certificate of Amendment to our Second Amended and Restated Certificate of Incorporation, as amended (the “ Certificate of Amendment ”) with the Secretary of State of the State of Delaware to effect the Reverse Stock Split.","confidence":0.9,"filing_url":"https://secwatch.observer/filing/0001213900-24-017724","anchor_url":"https://secwatch.observer/filing/0001213900-24-017724#claim-b1ed45bc58ee43aae12e3924131bf9728c3162d3","edgar_index_url":"https://www.sec.gov/Archives/edgar/data/1690080/000121390024017724/0001213900-24-017724-index.htm"},{"fact_type":"governance_change","fact_key":"ee3d536ce1132e13abed82967562d1b62f7efe79","cik":1690080,"ticker":"FRMM","company_name":"FORUM MARKETS 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Second Amendment to the 180 Life Sciences Corp. 2022 Omnibus Incentive Plan at the 2024-02-16 meeting.","evidence_excerpt":"Proposal No. 2: Approval of the adoption of the Second Amendment to the 180 Life Sciences Corp. 2022 Omnibus Incentive Plan","confidence":1.0,"filing_url":"https://secwatch.observer/filing/0001213900-24-014908","anchor_url":"https://secwatch.observer/filing/0001213900-24-014908#claim-f9c28f011c3f4835098bf17afdbc96639237949b","edgar_index_url":"https://www.sec.gov/Archives/edgar/data/1690080/000121390024014908/0001213900-24-014908-index.htm"},{"fact_type":"shareholder_vote","fact_key":"67853bf711072c6adb12fc403fd50b360d569ee5","cik":1690080,"ticker":"FRMM","company_name":"FORUM MARKETS Inc","filed_at":"2024-02-16T23:59:59+00:00","payload":{"item_codes_triggered":["5.07"],"meeting_date":"2024-02-16","outcome":"passed","proposal_text":"Approval of an amendment to our Second Amended and Restated Certificate of Incorporation, as amended, to effect a reverse stock split 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December 17, 2023, Francis Knuettel II, Pam Marrone, Teresa DeLuca, Larry Gold, and Russell Ray, resigned as members of the Board of Directors of 180 Life Sciences Corp.","confidence":0.95,"filing_url":"https://secwatch.observer/filing/0001213900-23-097741","anchor_url":"https://secwatch.observer/filing/0001213900-23-097741#claim-84bc0a979f","edgar_index_url":"https://www.sec.gov/Archives/edgar/data/1690080/000121390023097741/0001213900-23-097741-index.htm"},{"fact_type":"executive_change","fact_key":"38e1a631de","cik":1690080,"ticker":"FRMM","company_name":"FORUM MARKETS Inc","filed_at":"2023-12-21T23:59:59+00:00","payload":{"action":"resigned","action_category":"departure","departure_tone":"for_cause_or_dispute","effective_date":"2023-12-17","interim":false,"role":"Director","role_category":"director","successor_name":null,"successor_named":false},"claim":"Pam Marrone resigned as Director at FORUM MARKETS Inc.","evidence_excerpt":"Effective on December 17, 2023, Francis Knuettel II, Pam Marrone, Teresa DeLuca, Larry Gold, and Russell Ray, resigned as members of the Board of Directors of 180 Life Sciences Corp.","confidence":0.95,"filing_url":"https://secwatch.observer/filing/0001213900-23-097741","anchor_url":"https://secwatch.observer/filing/0001213900-23-097741#claim-38e1a631de","edgar_index_url":"https://www.sec.gov/Archives/edgar/data/1690080/000121390023097741/0001213900-23-097741-index.htm"},{"fact_type":"executive_change","fact_key":"61dcf90061","cik":1690080,"ticker":"FRMM","company_name":"FORUM MARKETS Inc","filed_at":"2023-12-21T23:59:59+00:00","payload":{"action":"resigned","action_category":"departure","departure_tone":"for_cause_or_dispute","effective_date":"2023-12-17","interim":false,"role":"Director","role_category":"director","successor_name":null,"successor_named":false},"claim":"Francis Knuettel II resigned as Director at FORUM MARKETS Inc.","evidence_excerpt":"Effective on December 17, 2023, Francis Knuettel II, Pam Marrone, Teresa DeLuca, Larry Gold, and Russell Ray, resigned as members of the Board of Directors of 180 Life Sciences Corp.","confidence":0.95,"filing_url":"https://secwatch.observer/filing/0001213900-23-097741","anchor_url":"https://secwatch.observer/filing/0001213900-23-097741#claim-61dcf90061","edgar_index_url":"https://www.sec.gov/Archives/edgar/data/1690080/000121390023097741/0001213900-23-097741-index.htm"},{"fact_type":"executive_change","fact_key":"3eaf34f0f5","cik":1690080,"ticker":"FRMM","company_name":"FORUM MARKETS Inc","filed_at":"2023-12-20T23:59:59+00:00","payload":{"action":"resigned","action_category":"departure","departure_tone":"routine","effective_date":"2023-12-17","interim":false,"role":"Director","role_category":"director","successor_name":null,"successor_named":false},"claim":"Donald A. McGovern, Jr. resigned as Director at FORUM MARKETS Inc.","evidence_excerpt":"Effective on December 17, 2023, Donald A. McGovern, Jr., resigned as a member of the Board of Directors of 180 Life Sciences Corp.","confidence":0.95,"filing_url":"https://secwatch.observer/filing/0001213900-23-097119","anchor_url":"https://secwatch.observer/filing/0001213900-23-097119#claim-3eaf34f0f5","edgar_index_url":"https://www.sec.gov/Archives/edgar/data/1690080/000121390023097119/0001213900-23-097119-index.htm"},{"fact_type":"exchange_compliance_notice","fact_key":"c4578bb2a00d514278eefbe6e6b69e017b966494","cik":1690080,"ticker":"FRMM","company_name":"FORUM MARKETS Inc","filed_at":"2023-12-15T23:59:59+00:00","payload":{"company_response":null,"compliance_status":"plan_due","cure_deadline":null,"deficiency_type":"shareholders","delisting_effective_date":null,"exchange":"nasdaq","hearing_date":null,"immediate_listing_effect":null,"minimum_requirement":null,"notice_date":"2023-10-13","notice_type":"deficiency_notice","plan_due_date":"2023-08-15","raw_rule_text":"ance with Nasdaq Listing Rule 5635(d) As previously reported in the Current Report on Form 8-K fil","reported_value":null,"rule_numbers":["5635(d)","5635(d)(1)(A)"],"rules_cited_in_text":true},"claim":"FORUM MARKETS Inc received a nasdaq deficiency notice notice regarding shareholders (rules 5635(d), 5635(d)(1)(A)).","evidence_excerpt":"October 13, 2023 with the Securities and Exchange Commission (the “ Commission ”)\nby 180 Life Sciences Corp. (the “ Company ”, “ we ” and “ us ”), on October 11, 2023,\nthe Company received written notice from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“ Nasdaq ”)\nnotifying the Company that it was not in compliance with the shareholder approval requirements set forth in Nasdaq Listing Rule 5635(d),\nwhich requires prior shareholder approval for transactions, other than public offerings, involving the issuance of 20% or more of the\npre-transaction shares outstanding at","confidence":0.82,"filing_url":"https://secwatch.observer/filing/0001213900-23-095907","anchor_url":"https://secwatch.observer/filing/0001213900-23-095907#claim-c4578bb2a00d514278eefbe6e6b69e017b966494","edgar_index_url":"https://www.sec.gov/Archives/edgar/data/1690080/000121390023095907/0001213900-23-095907-index.htm"},{"fact_type":"material_agreement","fact_key":"63c4df753ae8669e54fc3c2f8f44181a56fc350d","cik":1690080,"ticker":"FRMM","company_name":"FORUM MARKETS Inc","filed_at":"2023-11-29T23:59:59+00:00","payload":{"action":"entry","agreement_name":"Warrant Agent Agreement","agreement_type":"other","counterparty":"Continental Stock Transfer & Trust Company","effective_date":"2023-12-01","item_codes_triggered":["1.01"],"value_text":"Continental will act as warrant agent with respect to the Warrants to be issued by the Company"},"claim":"FORUM MARKETS Inc entered into Warrant Agent Agreement with Continental Stock Transfer & Trust Company valued at Continental will act as warrant agent with respect to the Warrants to be issued by the Company (effective 2023-12-01).","evidence_excerpt":"Simultaneously with the closing of the transactions, the Company expects to enter into a warrant agent agreement (the \" Warrant Agent Agreement \") with Continental Stock Transfer & Trust Company (\" Continental \"), pursuant to which Continental will act as warrant agent with respect to the Warrants to be issued by the Company.","confidence":0.8,"filing_url":"https://secwatch.observer/filing/0001213900-23-090732","anchor_url":"https://secwatch.observer/filing/0001213900-23-090732#claim-63c4df753ae8669e54fc3c2f8f44181a56fc350d","edgar_index_url":"https://www.sec.gov/Archives/edgar/data/1690080/000121390023090732/0001213900-23-090732-index.htm"},{"fact_type":"material_agreement","fact_key":"7aa3ce638634971df335ecb1282176ac20b3010a","cik":1690080,"ticker":"FRMM","company_name":"FORUM MARKETS Inc","filed_at":"2023-11-29T23:59:59+00:00","payload":{"action":"amendment","agreement_name":"Warrant Amendment Agreement","agreement_type":"other","counterparty":"the Purchaser (a certain institutional investor)","effective_date":"2023-11-28","item_codes_triggered":["1.01"],"value_text":"Amends existing common warrants issued on various dates to have an exercise price of $0.17 per share"},"claim":"FORUM MARKETS Inc amended Warrant Amendment Agreement with the Purchaser (a certain institutional investor) valued at Amends existing common warrants issued on various dates to have an exercise price of $0.17 per share (effective 2023-11-28).","evidence_excerpt":"In accordance with the SPA Amendment, the Company entered into a warrant amendment agreement with the Purchaser, dated November 28, 2023 (the \" Warrant Amendment Agreement \"), whereby the Company agreed to amend the following outstanding warrants held by the Purchaser: (i) warrants to purchase up to 2,571,429 shares of Common Stock, issued on December 22, 2022, and amended in January 2023, April 2023 and August 2023; (ii) warrants to purchase up to 306,604 shares of Common Stock, issued on July 20, 2022 and amended in April 2023 and August 2023; (iii) warrants to purchase up to 1,570,680 shares of Common Stock, issued on April 10, 2023 and August 2023; and (iv) warrants to purchase up to 4,615,385 shares of Common Stock underlying the August Common Warrants (collectively, the \" Existing Common Warrants \")","confidence":0.9,"filing_url":"https://secwatch.observer/filing/0001213900-23-090732","anchor_url":"https://secwatch.observer/filing/0001213900-23-090732#claim-7aa3ce638634971df335ecb1282176ac20b3010a","edgar_index_url":"https://www.sec.gov/Archives/edgar/data/1690080/000121390023090732/0001213900-23-090732-index.htm"},{"fact_type":"material_agreement","fact_key":"141686871f7b386c4ad9fdbe9c40e89a47b6ef3f","cik":1690080,"ticker":"FRMM","company_name":"FORUM MARKETS Inc","filed_at":"2023-11-29T23:59:59+00:00","payload":{"action":"amendment","agreement_name":"Securities Purchase Agreement Amendment No. 1","agreement_type":"equity_purchase","counterparty":"a certain institutional investor (the Purchaser)","effective_date":"2023-11-28","item_codes_triggered":["1.01"],"value_text":"Additional $830,769.30 repricing amount; issuance of pre-funded warrants to purchase up to 4,886,878"},"claim":"FORUM MARKETS Inc amended Securities Purchase Agreement Amendment No. 1 with a certain institutional investor (the Purchaser) valued at Additional $830,769.30 repricing amount; issuance of pre-funded warrants to purchase up to 4,886,878 (effective 2023-11-28).","evidence_excerpt":"On November 28, 2023, the Company entered into Amendment No. 1 to the August SPA with the Purchaser (the \" SPA Amendment \"), pursuant to which (i) the Purchaser agreed to pay an additional $830,769.30 in connection with the repricing of the August Shares and August Pre-Funded Warrants (the \" Repricing Amount \"), (ii) the Company agreed to issue to the Purchaser (x) pre-funded warrants to purchase up to 4,886,878 shares of Common Stock, with an exercise price of $0.0001 per share (the \" Pre-Funded Warrants \"), and (y) warrants to purchase up to 9,064,098 shares of Common Stock, with an exercise price of $0.17 per share (the \" Common Warrants \" and, together with the Pre-Funded Warrants, the \" Warrants \"), and (iii) the Company and the Purchaser agreed to enter into the Warrant Amendment Agreement","confidence":0.95,"filing_url":"https://secwatch.observer/filing/0001213900-23-090732","anchor_url":"https://secwatch.observer/filing/0001213900-23-090732#claim-141686871f7b386c4ad9fdbe9c40e89a47b6ef3f","edgar_index_url":"https://www.sec.gov/Archives/edgar/data/1690080/000121390023090732/0001213900-23-090732-index.htm"},{"fact_type":"exchange_compliance_notice","fact_key":"6289eb2a606280816d84eac9ee8160483b264a0c","cik":1690080,"ticker":"FRMM","company_name":"FORUM MARKETS Inc","filed_at":"2023-11-16T23:59:59+00:00","payload":{"company_response":null,"compliance_status":"deficient","cure_deadline":null,"deficiency_type":"stockholders_equity","delisting_effective_date":null,"exchange":"nasdaq","hearing_date":null,"immediate_listing_effect":null,"minimum_requirement":null,"notice_date":"2023-11-15","notice_type":"noncompliance_notice","plan_due_date":null,"raw_rule_text":null,"reported_value":null,"rule_numbers":["5550(b)(1)"],"rules_cited_in_text":true},"claim":"FORUM MARKETS Inc received a nasdaq noncompliance notice notice regarding stockholders equity (rules 5550(b)(1)).","evidence_excerpt":"November 15, 2023, the Company\nreceived a letter from Nasdaq notifying the Company that its stockholders’ equity as reported in its Quarterly Report on Form 10-Q\nfor the period ending September 30, 2023 (the “ Form 10-Q ”), did not meet the minimum stockholders’ equity requirement\nfor continued listing on the Nasdaq Capital Market. Nasdaq Listing Rule 5550(b)(1) requires companies listed on the Nasdaq Capital Market\nto maintain stockholders’ equity of at least $2,500,000. In the Company’s Form 10-Q, the Company reported a stockholders’\ndeficit of ($149,327), which is below the minimum stockhol","confidence":0.9,"filing_url":"https://secwatch.observer/filing/0001213900-23-087933","anchor_url":"https://secwatch.observer/filing/0001213900-23-087933#claim-6289eb2a606280816d84eac9ee8160483b264a0c","edgar_index_url":"https://www.sec.gov/Archives/edgar/data/1690080/000121390023087933/0001213900-23-087933-index.htm"},{"fact_type":"exchange_compliance_notice","fact_key":"f1b4bfc5d63cf82834a9786df41d8c1590ebe8b8","cik":1690080,"ticker":"FRMM","company_name":"FORUM MARKETS Inc","filed_at":"2023-11-16T23:59:59+00:00","payload":{"company_response":null,"compliance_status":"extension_granted","cure_deadline":null,"deficiency_type":"shareholders","delisting_effective_date":null,"exchange":"nasdaq","hearing_date":null,"immediate_listing_effect":null,"minimum_requirement":null,"notice_date":"2023-10-11","notice_type":"noncompliance_notice","plan_due_date":null,"raw_rule_text":null,"reported_value":null,"rule_numbers":["5635(d)"],"rules_cited_in_text":true},"claim":"FORUM MARKETS Inc received a nasdaq noncompliance notice notice regarding shareholders (rules 5635(d)).","evidence_excerpt":"October 11, 2023,\nthe Company received written notice from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“ Nasdaq ”)\nnotifying the Company that it was not in compliance with the shareholder approval requirements set forth in Nasdaq Listing Rule 5635(d),\nwhich requires prior shareholder approval for transactions, other than public offerings, involving the issuance of 20% or more of the\npre-transaction shares outstanding at less than the applicable Minimum Price (as defined in Listing Rule 5635(d)(1)(A)). The Staff’s\ndetermination under Listing Rule 5635(d) related to the","confidence":0.9,"filing_url":"https://secwatch.observer/filing/0001213900-23-087933","anchor_url":"https://secwatch.observer/filing/0001213900-23-087933#claim-f1b4bfc5d63cf82834a9786df41d8c1590ebe8b8","edgar_index_url":"https://www.sec.gov/Archives/edgar/data/1690080/000121390023087933/0001213900-23-087933-index.htm"},{"fact_type":"exchange_compliance_notice","fact_key":"89c3553936da54ebfa9dca3d4d37eb4661f13f64","cik":1690080,"ticker":"FRMM","company_name":"FORUM MARKETS Inc","filed_at":"2023-10-13T23:59:59+00:00","payload":{"company_response":"plan to regain compliance to be submitted within 45 days","compliance_status":"deficient","cure_deadline":"2023-11-25","deficiency_type":"other","delisting_effective_date":null,"exchange":"nasdaq","hearing_date":null,"immediate_listing_effect":null,"minimum_requirement":"prior shareholder approval for transactions, other than public offerings, involving the issuance of 20% or more of the pre-transaction shares outstanding at less than the applicable Minimum Price","notice_date":"2023-10-11","notice_type":"deficiency_notice","plan_due_date":"2023-11-25","raw_rule_text":"Nasdaq Listing Rule 5635(d)","reported_value":"offering of shares and warrants where one investor purchased 98% of the Offering","rule_numbers":["5635(d)"],"rules_cited_in_text":true},"claim":"FORUM MARKETS Inc received a nasdaq deficiency notice notice regarding other (rules 5635(d)).","evidence_excerpt":"of Nasdaq’s shareholder approval rules\ndue to the type of offering, a best efforts offering pursuant to a placement agency agreement, and the fact that one investor purchased\n98% of the Offering. As a result, because the Offering represented greater than 20% of the Common Stock outstanding and was priced below\nthe Minimum Price, the Staff determined that","confidence":0.95,"filing_url":"https://secwatch.observer/filing/0001013762-23-003854","anchor_url":"https://secwatch.observer/filing/0001013762-23-003854#claim-89c3553936da54ebfa9dca3d4d37eb4661f13f64","edgar_index_url":"https://www.sec.gov/Archives/edgar/data/1690080/000101376223003854/0001013762-23-003854-index.htm"},{"fact_type":"exchange_compliance_notice","fact_key":"44fdfc19fc47b3ec33dbc66b7f57f1a233aac766","cik":1690080,"ticker":"FRMM","company_name":"FORUM MARKETS Inc","filed_at":"2023-09-08T23:59:59+00:00","payload":{"company_response":null,"compliance_status":"deficient","cure_deadline":"2024-03-05","deficiency_type":"minimum_bid_price","delisting_effective_date":null,"exchange":"nasdaq","hearing_date":null,"immediate_listing_effect":null,"minimum_requirement":"$1.00 per share","notice_date":"2023-09-07","notice_type":"deficiency_notice","plan_due_date":null,"raw_rule_text":"Nasdaq Listing Rule 5550(a)(2)","reported_value":null,"rule_numbers":["5550(a)(2)","5810(c)(3)(A)"],"rules_cited_in_text":true},"claim":"FORUM MARKETS Inc received a nasdaq deficiency notice notice regarding minimum bid price (rules 5550(a)(2), 5810(c)(3)(A)).","evidence_excerpt":"September 7, 2023, 180\nLife Sciences Corp. (the “ Company ”, “ we ” or “ us ”) received written notice (the\n“ Notification Letter ”) from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“ Nasdaq ”)\nnotifying the Company that it is not in compliance with the minimum bid price requirements set forth in Nasdaq Listing Rule 5550(a)(2)\nfor continued listing on The Nasdaq Capital Market. Nasdaq Listing Rule 5550(a)(2) requires listed securities to maintain a minimum bid\nprice of $1.00 per share, and Listing Rule 5810(c)(3)(A) provides that a failure to meet the minimum bid pric","confidence":0.98,"filing_url":"https://secwatch.observer/filing/0001213900-23-075412","anchor_url":"https://secwatch.observer/filing/0001213900-23-075412#claim-44fdfc19fc47b3ec33dbc66b7f57f1a233aac766","edgar_index_url":"https://www.sec.gov/Archives/edgar/data/1690080/000121390023075412/0001213900-23-075412-index.htm"},{"fact_type":"governance_change","fact_key":"7febbd1c101b878e694a32acc852f8502c3d4a4c","cik":1690080,"ticker":"FRMM","company_name":"FORUM MARKETS Inc","filed_at":"2023-09-07T23:59:59+00:00","payload":{"change_type":"bylaw_amendment","effective_date":"2023-09-04","item_codes_triggered":["5.03"],"summary_text":"On September 4, 2023, the Board adopted Second Amended and Restated Bylaws making multiple changes including reducing quorum to one-third of voting power, removing stockholder list posting requirement, updating proxy rules per SEC Rule 14a-19, clarifying procedures for adjourned meetings and stockho"},"claim":"FORUM MARKETS Inc: On September 4, 2023, the Board adopted Second Amended and Restated Bylaws making multiple changes including reducing quorum to one-third of voting power, removing stockholder list posting requirement, updating proxy rules per SEC Rule 14a-19, clarifying procedures for adjourned meetings and stockho (effective 2023-09-04).","evidence_excerpt":"On September 4, 2023, the Board of Directors (the “ Board ”) of 180 Life Sciences Corp. (the “ Company ”), approved and adopted Second Amended and Restated Bylaws (the “ Second Amended and Restated Bylaws ”), which became effective the same day. The Second Amended and Restated Bylaws amend the prior bylaws of the Company to, among other things (a) reduce the number of shares required to constitute a quorum at a stockholders meeting of the holders of shares of outstanding capital stock of the Company to provide that stockholders holding one-third of the voting power of all outstanding shares of capital stock of the Company entitled to vote at such meeting shall constitute a quorum (Section 2.4); (b) remove the requirement to post the list of stockholders of the Company at meetings of stockholders (consistent with certain recent Delaware General Corporation Law rule changes)(Section 2.5(a)); (c) update the bylaws to address certain recent Securities and Exchange Commission rule changes i","confidence":0.95,"filing_url":"https://secwatch.observer/filing/0001213900-23-074568","anchor_url":"https://secwatch.observer/filing/0001213900-23-074568#claim-7febbd1c101b878e694a32acc852f8502c3d4a4c","edgar_index_url":"https://www.sec.gov/Archives/edgar/data/1690080/000121390023074568/0001213900-23-074568-index.htm"},{"fact_type":"material_agreement","fact_key":"8144c25dd55ac7dbae9711fb1184c1f6c702baeb","cik":1690080,"ticker":"FRMM","company_name":"FORUM MARKETS Inc","filed_at":"2023-08-15T23:59:59+00:00","payload":{"action":"amendment","agreement_name":"Warrant Amendment Agreement","agreement_type":"other","counterparty":"the Institutional Investor","effective_date":"2023-08-09","item_codes_triggered":["1.01"],"value_text":null},"claim":"FORUM MARKETS Inc amended Warrant Amendment Agreement with the Institutional Investor (effective 2023-08-09).","evidence_excerpt":"In connection with the Offering, the Company entered into a warrant amendment agreement (the “ Warrant Amendment Agreement ”), dated August 9, 2023, with the Institutional Investor, whereby the Company agreed to amend the following existing warrants held by such Institutional Investor","confidence":0.9,"filing_url":"https://secwatch.observer/filing/0001213900-23-067810","anchor_url":"https://secwatch.observer/filing/0001213900-23-067810#claim-8144c25dd55ac7dbae9711fb1184c1f6c702baeb","edgar_index_url":"https://www.sec.gov/Archives/edgar/data/1690080/000121390023067810/0001213900-23-067810-index.htm"},{"fact_type":"material_agreement","fact_key":"240f1c7061dc77ce70d0f8db2b1ca68e61da87ea","cik":1690080,"ticker":"FRMM","company_name":"FORUM MARKETS Inc","filed_at":"2023-08-15T23:59:59+00:00","payload":{"action":"entry","agreement_name":"Placement Agency Agreement","agreement_type":"underwriting","counterparty":"A.G.P./Alliance Global Partners","effective_date":"2023-08-09","item_codes_triggered":["1.01"],"value_text":null},"claim":"FORUM MARKETS Inc entered into Placement Agency Agreement with A.G.P./Alliance Global Partners (effective 2023-08-09).","evidence_excerpt":"On August 9, 2023, the Company also entered into a placement agency agreement (the “ Placement Agency Agreement ”) with A.G.P./Alliance Global Partners (the “ Placement Agent ”).","confidence":0.95,"filing_url":"https://secwatch.observer/filing/0001213900-23-067810","anchor_url":"https://secwatch.observer/filing/0001213900-23-067810#claim-240f1c7061dc77ce70d0f8db2b1ca68e61da87ea","edgar_index_url":"https://www.sec.gov/Archives/edgar/data/1690080/000121390023067810/0001213900-23-067810-index.htm"},{"fact_type":"material_agreement","fact_key":"bda2f923bed52bb80d3b161c7dc4fc811dee5e34","cik":1690080,"ticker":"FRMM","company_name":"FORUM MARKETS Inc","filed_at":"2023-08-15T23:59:59+00:00","payload":{"action":"entry","agreement_name":"Purchase Agreement","agreement_type":"equity_purchase","counterparty":"a certain institutional investor","effective_date":"2023-08-09","item_codes_triggered":["1.01"],"value_text":"approximately $3.0 million"},"claim":"FORUM MARKETS Inc entered into Purchase Agreement with a certain institutional investor valued at approximately $3.0 million (effective 2023-08-09).","evidence_excerpt":"On August 9, 2023, 180 Life Sciences Corp., a Delaware corporation (the “ Company ”), entered into a securities purchase agreement (the “ Purchase Agreement ”) with a certain institutional investor (the “ Institutional Investor ”) and agreed to issue and sell to certain purchasers, including the Institutional Investor, in a registered public offering (the “ Offering ”), an aggregate of: (i) 666,925 shares (the “ Shares ”) of the Company’s common stock, $0.0001 par value (the “ Common Stock ”), at a price of $0.65 per share","confidence":0.95,"filing_url":"https://secwatch.observer/filing/0001213900-23-067810","anchor_url":"https://secwatch.observer/filing/0001213900-23-067810#claim-bda2f923bed52bb80d3b161c7dc4fc811dee5e34","edgar_index_url":"https://www.sec.gov/Archives/edgar/data/1690080/000121390023067810/0001213900-23-067810-index.htm"},{"fact_type":"shareholder_vote","fact_key":"b211bb2b5e1f18edc8fe90f6738206833e771508","cik":1690080,"ticker":"FRMM","company_name":"FORUM MARKETS Inc","filed_at":"2023-07-10T23:59:59+00:00","payload":{"item_codes_triggered":["5.07"],"meeting_date":null,"outcome":"failed","proposal_text":"Amendment to Second Amended and Restated Certificate of Incorporation to limit liability of certain officers","proposal_type":"charter_amendment","results":[{"broker_non_votes":"2,499,714","subject":null,"votes_abstain":"5,646","votes_against":"23,817","votes_for":"677,999","votes_withheld":null}]},"claim":"FORUM MARKETS Inc shareholders rejected Amendment to Second Amended and Restated Certificate of Incorporation to limit liability of certain officers.","evidence_excerpt":"Proposal 6 A management proposal to approve an amendment to the Company’s Second Amended and Restated Certificate of Incorporation to limit the liability of certain officers of the Company, was not approved due to such proposal not receiving the required affirmative vote of a majority of the Company’s voting shares as of the record date for the Annual Meeting, with stockholders voting as follows: For Against Abstain Broker Non-Votes 677,999 23,817 5,646 2,499,714","confidence":0.95,"filing_url":"https://secwatch.observer/filing/0001213900-23-055659","anchor_url":"https://secwatch.observer/filing/0001213900-23-055659#claim-b211bb2b5e1f18edc8fe90f6738206833e771508","edgar_index_url":"https://www.sec.gov/Archives/edgar/data/1690080/000121390023055659/0001213900-23-055659-index.htm"},{"fact_type":"shareholder_vote","fact_key":"87aebccecbbcc838c011efadbc4efc256f0ce7f6","cik":1690080,"ticker":"FRMM","company_name":"FORUM MARKETS Inc","filed_at":"2023-07-10T23:59:59+00:00","payload":{"item_codes_triggered":["5.07"],"meeting_date":"2023-12-31","outcome":"passed","proposal_text":"Ratification of Marcum LLP as independent auditors for fiscal year 2023","proposal_type":"auditor_ratification","results":[{"broker_non_votes":"-0-","subject":null,"votes_abstain":"1,045","votes_against":"4,409","votes_for":"3,201,722","votes_withheld":null}]},"claim":"FORUM MARKETS Inc shareholders approved Ratification of Marcum LLP as independent auditors for fiscal year 2023 at the 2023-12-31 meeting.","evidence_excerpt":"Proposal 5 A management proposal to ratify the appointment of Marcum LLP, as the Company’s independent auditors for the fiscal year ending December 31, 2023, was approved by the following vote: For Against Abstain Broker Non-Votes 3,201,722 4,409 1,045 -0-","confidence":0.95,"filing_url":"https://secwatch.observer/filing/0001213900-23-055659","anchor_url":"https://secwatch.observer/filing/0001213900-23-055659#claim-87aebccecbbcc838c011efadbc4efc256f0ce7f6","edgar_index_url":"https://www.sec.gov/Archives/edgar/data/1690080/000121390023055659/0001213900-23-055659-index.htm"},{"fact_type":"shareholder_vote","fact_key":"cad97bce7c7e6862e783dfe1a8edf70d054a4ec7","cik":1690080,"ticker":"FRMM","company_name":"FORUM MARKETS Inc","filed_at":"2023-07-10T23:59:59+00:00","payload":{"item_codes_triggered":["5.07"],"meeting_date":null,"outcome":"passed","proposal_text":"Advisory vote on the frequency of future advisory votes on executive compensation","proposal_type":"say_on_pay_frequency","results":[{"broker_non_votes":"2,499,714","subject":null,"votes_abstain":"489","votes_against":"43,168","votes_for":"657,503","votes_withheld":"6,302"}]},"claim":"FORUM MARKETS Inc shareholders approved Advisory vote on the frequency of future advisory votes on executive compensation.","evidence_excerpt":"Proposal 4 The stockholders voted, on an advisory (non-binding) basis, on the frequency with which the Company should hold future advisory votes on executive compensation, as set forth below: 1 Year 2 Years 3 Years Abstain Broker Non-Votes 657,503 43,168 6,302 489 2,499,714","confidence":0.95,"filing_url":"https://secwatch.observer/filing/0001213900-23-055659","anchor_url":"https://secwatch.observer/filing/0001213900-23-055659#claim-cad97bce7c7e6862e783dfe1a8edf70d054a4ec7","edgar_index_url":"https://www.sec.gov/Archives/edgar/data/1690080/000121390023055659/0001213900-23-055659-index.htm"},{"fact_type":"shareholder_vote","fact_key":"def16e827f22506796953bf66cf75076790161ea","cik":1690080,"ticker":"FRMM","company_name":"FORUM MARKETS Inc","filed_at":"2023-07-10T23:59:59+00:00","payload":{"item_codes_triggered":["5.07"],"meeting_date":null,"outcome":"passed","proposal_text":"Advisory vote on named executive officer compensation","proposal_type":"say_on_pay","results":[{"broker_non_votes":"2,499,714","subject":null,"votes_abstain":"807","votes_against":"39,371","votes_for":"667,284","votes_withheld":null}]},"claim":"FORUM MARKETS Inc shareholders approved Advisory vote on named executive officer compensation.","evidence_excerpt":"Proposal 3 A management proposal to approve on an advisory (non-binding) basis named executive officer compensation, as described in the Proxy Statement, was approved by the following vote: For Against Abstain Broker Non-Votes 667,284 39,371 807 2,499,714","confidence":0.95,"filing_url":"https://secwatch.observer/filing/0001213900-23-055659","anchor_url":"https://secwatch.observer/filing/0001213900-23-055659#claim-def16e827f22506796953bf66cf75076790161ea","edgar_index_url":"https://www.sec.gov/Archives/edgar/data/1690080/000121390023055659/0001213900-23-055659-index.htm"},{"fact_type":"shareholder_vote","fact_key":"f5afdd9ab27f9a5eb5de4ef2337c9cdae7b76bbe","cik":1690080,"ticker":"FRMM","company_name":"FORUM MARKETS Inc","filed_at":"2023-07-10T23:59:59+00:00","payload":{"item_codes_triggered":["5.07"],"meeting_date":null,"outcome":"passed","proposal_text":"Approval of the First Amendment to the 180 Life Sciences Corp. 2022 Omnibus Incentive Plan","proposal_type":"equity_plan","results":[{"broker_non_votes":"2,499,714","subject":null,"votes_abstain":"935","votes_against":"37,713","votes_for":"668,814","votes_withheld":null}]},"claim":"FORUM MARKETS Inc shareholders approved Approval of the First Amendment to the 180 Life Sciences Corp. 2022 Omnibus Incentive Plan.","evidence_excerpt":"Proposal 2 A management proposal to approve the adoption of the First Amendment to the 180 Life Sciences Corp. 2022 Omnibus Incentive Plan, was approved by the following vote: For Against Abstain Broker Non-Votes 668,814 37,713 935 2,499,714","confidence":0.95,"filing_url":"https://secwatch.observer/filing/0001213900-23-055659","anchor_url":"https://secwatch.observer/filing/0001213900-23-055659#claim-f5afdd9ab27f9a5eb5de4ef2337c9cdae7b76bbe","edgar_index_url":"https://www.sec.gov/Archives/edgar/data/1690080/000121390023055659/0001213900-23-055659-index.htm"},{"fact_type":"shareholder_vote","fact_key":"bb32e397d55a9b11b3784a73dcd115f6527dcee1","cik":1690080,"ticker":"FRMM","company_name":"FORUM MARKETS Inc","filed_at":"2023-07-10T23:59:59+00:00","payload":{"item_codes_triggered":["5.07"],"meeting_date":null,"outcome":"passed","proposal_text":"Election of four Class I directors","proposal_type":"director_election","results":[{"broker_non_votes":"2,499,714","subject":"Lawrence Steinman","votes_abstain":null,"votes_against":null,"votes_for":"697,476","votes_withheld":"9,986"},{"broker_non_votes":"2,499,714","subject":"James N. Woody","votes_abstain":null,"votes_against":null,"votes_for":"684,530","votes_withheld":"22,932"},{"broker_non_votes":"2,499,714","subject":"Russell T. Ray","votes_abstain":null,"votes_against":null,"votes_for":"580,963","votes_withheld":"126,499"},{"broker_non_votes":"2,499,714","subject":"Francis Knuettel II","votes_abstain":null,"votes_against":null,"votes_for":"697,621","votes_withheld":"9,841"}]},"claim":"FORUM MARKETS Inc shareholders approved Election of four Class I directors.","evidence_excerpt":"The four individuals listed below were elected at the Annual Meeting to serve as Class I directors of the Company, each to serve a term of two years and until their respective successors have been elected and qualified, or until such director’s resignation or removal, by the following vote: For Withhold Broker Non-Votes Lawrence Steinman 697,476 9,986 2,499,714 James N. Woody 684,530 22,932 2,499,714 Russell T. Ray 580,963 126,499 2,499,714 Francis Knuettel II 697,621 9,841 2,499,714","confidence":0.95,"filing_url":"https://secwatch.observer/filing/0001213900-23-055659","anchor_url":"https://secwatch.observer/filing/0001213900-23-055659#claim-bb32e397d55a9b11b3784a73dcd115f6527dcee1","edgar_index_url":"https://www.sec.gov/Archives/edgar/data/1690080/000121390023055659/0001213900-23-055659-index.htm"},{"fact_type":"executive_change","fact_key":"2ffcd18069","cik":1690080,"ticker":"FRMM","company_name":"FORUM MARKETS Inc","filed_at":"2023-04-28T23:59:59+00:00","payload":{"action":"removed interim title","action_category":"role_change","departure_tone":"not_applicable","effective_date":"2023-04-27","interim":false,"role":"Chief Financial Officer","role_category":"cfo","successor_name":null,"successor_named":false},"claim":"Ozan Pamir changed role as Chief Financial Officer at FORUM MARKETS Inc.","evidence_excerpt":"removed the ‘Interim’ title of Ozan Pamir, the Chief Financial Officer of the 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Agreement with Continental Stock Transfer & Trust Company, as warrant agent, in connection with each of the Pre-Funded Warrants and the Common Warrants (each, a “ Warrant Agent Agreement ” and, collectively, the “ Warrant Agent Agreements ”).","confidence":0.9,"filing_url":"https://secwatch.observer/filing/0001213900-23-028603","anchor_url":"https://secwatch.observer/filing/0001213900-23-028603#claim-5404175db763ec1fe61adb432c0c0a7dfbe6b2ce","edgar_index_url":"https://www.sec.gov/Archives/edgar/data/1690080/000121390023028603/0001213900-23-028603-index.htm"},{"fact_type":"material_agreement","fact_key":"0dfa7c5b95b64739e410f687ed3e4b111b3c2e54","cik":1690080,"ticker":"FRMM","company_name":"FORUM MARKETS Inc","filed_at":"2023-04-10T23:59:59+00:00","payload":{"action":"amendment","agreement_name":"Warrant Amendment Agreement","agreement_type":"other","counterparty":"certain institutional 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Agent Agreement ”) with A.G.P./Alliance Global Partners (the “ Placement Agent ”).","confidence":0.9,"filing_url":"https://secwatch.observer/filing/0001213900-23-028603","anchor_url":"https://secwatch.observer/filing/0001213900-23-028603#claim-bdb81a9b69228c8374fe01d44f83ddea037d5828","edgar_index_url":"https://www.sec.gov/Archives/edgar/data/1690080/000121390023028603/0001213900-23-028603-index.htm"},{"fact_type":"material_agreement","fact_key":"18848f665518d890e576056b0b6af4fede60428c","cik":1690080,"ticker":"FRMM","company_name":"FORUM MARKETS Inc","filed_at":"2023-04-10T23:59:59+00:00","payload":{"action":"entry","agreement_name":"Purchase Agreement","agreement_type":"equity_purchase","counterparty":"certain institutional investor","effective_date":"2023-04-05","item_codes_triggered":["1.01"],"value_text":"approximately $3.0 million"},"claim":"FORUM MARKETS Inc entered into Purchase Agreement with certain institutional investor valued at approximately $3.0 million (effective 2023-04-05).","evidence_excerpt":"On April 5, 2023, 180 Life Sciences Corp., a Delaware corporation (the “ Company ”), entered into a securities purchase agreement (the “ Purchase Agreement ”) with a certain institutional investor (the “ Purchaser ”), pursuant to which the Company agreed to issue and sell to the Purchaser, in a registered direct offering (the “ Registered Direct Offering ”), an aggregate of: (i) 400,000 shares (the “ Shares ”) of the Company’s common stock, $0.0001 par value (the “ Common Stock ”), at a price of $1.91 per share, and (ii) pre-funded warrants (the “ Pre-Funded Warrants ”) to purchase up to 1,170,680 shares of Common Stock, at a price of $1.9099 per Pre-Funded Warrant.","confidence":0.9,"filing_url":"https://secwatch.observer/filing/0001213900-23-028603","anchor_url":"https://secwatch.observer/filing/0001213900-23-028603#claim-18848f665518d890e576056b0b6af4fede60428c","edgar_index_url":"https://www.sec.gov/Archives/edgar/data/1690080/000121390023028603/0001213900-23-028603-index.htm"},{"fact_type":"executive_change","fact_key":"e052664669","cik":1690080,"ticker":"FRMM","company_name":"FORUM MARKETS Inc","filed_at":"2023-01-20T23:59:59+00:00","payload":{"action":"resigned","action_category":"departure","departure_tone":"routine","effective_date":"2023-01-18","interim":false,"role":"Chief Operating/Chief Business Officer","role_category":"coo","successor_name":null,"successor_named":false},"claim":"Quan Vu resigned as Chief Operating/Chief Business Officer at FORUM MARKETS Inc.","evidence_excerpt":"On January 18, 2023, Mr. Quan Vu resigned as Chief Operating/Chief Business Officer of 180 Life Sciences Corp. (the “ Company ”, “ we ” and “ us ”) effective the same date","confidence":0.95,"filing_url":"https://secwatch.observer/filing/0001213900-23-003907","anchor_url":"https://secwatch.observer/filing/0001213900-23-003907#claim-e052664669","edgar_index_url":"https://www.sec.gov/Archives/edgar/data/1690080/000121390023003907/0001213900-23-003907-index.htm"},{"fact_type":"material_agreement","fact_key":"60cb3dbfa015efa8a5c3c7ab2381984d27394d25","cik":1690080,"ticker":"FRMM","company_name":"FORUM MARKETS Inc","filed_at":"2023-01-18T23:59:59+00:00","payload":{"action":"amendment","agreement_name":"Amendment to the Warrant Agent Agreement","agreement_type":"other","counterparty":"Continental Stock Transfer & Trust Company","effective_date":"2023-01-13","item_codes_triggered":["1.01"],"value_text":null},"claim":"FORUM MARKETS Inc amended Amendment to the Warrant Agent Agreement with Continental Stock Transfer & Trust Company (effective 2023-01-13).","evidence_excerpt":"the Company entered into an amendment to the Warrant Agent Agreement, dated January 13, 2023 (the “ Amendment to the Warrant Agent Agreement ”), with the Warrant Agent to reflect the fact that the Warrants became exercisable on January 12, 2023.","confidence":0.9,"filing_url":"https://secwatch.observer/filing/0001213900-23-003457","anchor_url":"https://secwatch.observer/filing/0001213900-23-003457#claim-60cb3dbfa015efa8a5c3c7ab2381984d27394d25","edgar_index_url":"https://www.sec.gov/Archives/edgar/data/1690080/000121390023003457/0001213900-23-003457-index.htm"},{"fact_type":"material_agreement","fact_key":"d3434a5684555ad0d48041a53262c499576ac3c4","cik":1690080,"ticker":"FRMM","company_name":"FORUM MARKETS Inc","filed_at":"2022-12-22T23:59:59+00:00","payload":{"action":"entry","agreement_name":"Warrant Agent Agreement","agreement_type":"other","counterparty":"Continental Stock Transfer & Trust Company","effective_date":"2022-12-22","item_codes_triggered":["1.01"],"value_text":null},"claim":"FORUM MARKETS Inc entered into Warrant Agent Agreement with Continental Stock Transfer & Trust Company (effective 2022-12-22).","evidence_excerpt":"On December 22, 2022, in connection with the closing of the offering, the Company entered into a Warrant Agent Agreement with Continental Stock Transfer & Trust Company, as warrant agent, in connection with each of the Pre-Funded Warrants and the Common Warrants (each, a “ Warrant Agent Agreement ” and, collectively, the “ Warrant Agent Agreements ”).","confidence":0.9,"filing_url":"https://secwatch.observer/filing/0001213900-22-082245","anchor_url":"https://secwatch.observer/filing/0001213900-22-082245#claim-d3434a5684555ad0d48041a53262c499576ac3c4","edgar_index_url":"https://www.sec.gov/Archives/edgar/data/1690080/000121390022082245/0001213900-22-082245-index.htm"},{"fact_type":"material_agreement","fact_key":"e973cfdd70fed0949bd6aca8d5287487af78ad9c","cik":1690080,"ticker":"FRMM","company_name":"FORUM MARKETS Inc","filed_at":"2022-12-22T23:59:59+00:00","payload":{"action":"entry","agreement_name":"Placement Agent Agreement","agreement_type":"underwriting","counterparty":"A.G.P./Alliance Global Partners","effective_date":"2022-12-20","item_codes_triggered":["1.01"],"value_text":null},"claim":"FORUM MARKETS Inc entered into Placement Agent Agreement with A.G.P./Alliance Global Partners (effective 2022-12-20).","evidence_excerpt":"On December 20, 2022, the Company also entered into a placement agent agreement (the “ Placement Agent Agreement ”) with A.G.P./Alliance Global Partners (the “ Placement Agent ”).","confidence":0.9,"filing_url":"https://secwatch.observer/filing/0001213900-22-082245","anchor_url":"https://secwatch.observer/filing/0001213900-22-082245#claim-e973cfdd70fed0949bd6aca8d5287487af78ad9c","edgar_index_url":"https://www.sec.gov/Archives/edgar/data/1690080/000121390022082245/0001213900-22-082245-index.htm"},{"fact_type":"material_agreement","fact_key":"13512a0d12ca249b81c31f87d10da6459a57316b","cik":1690080,"ticker":"FRMM","company_name":"FORUM MARKETS Inc","filed_at":"2022-12-22T23:59:59+00:00","payload":{"action":"entry","agreement_name":"Purchase Agreement","agreement_type":"equity_purchase","counterparty":"a certain institutional investor","effective_date":"2022-12-20","item_codes_triggered":["1.01"],"value_text":"approximately $6 million"},"claim":"FORUM MARKETS Inc entered into Purchase Agreement with a certain institutional investor valued at approximately $6 million (effective 2022-12-20).","evidence_excerpt":"On December 20, 2022, 180 Life Sciences Corp., a Delaware corporation (the “ Company ”), entered into a securities purchase agreement (the “ Purchase Agreement ”) with a certain institutional investor (the “ Purchaser ”).","confidence":0.9,"filing_url":"https://secwatch.observer/filing/0001213900-22-082245","anchor_url":"https://secwatch.observer/filing/0001213900-22-082245#claim-13512a0d12ca249b81c31f87d10da6459a57316b","edgar_index_url":"https://www.sec.gov/Archives/edgar/data/1690080/000121390022082245/0001213900-22-082245-index.htm"},{"fact_type":"governance_change","fact_key":"57b02858962721d938a45b1de044b2f2f56e3d53","cik":1690080,"ticker":"FRMM","company_name":"FORUM MARKETS Inc","filed_at":"2022-12-16T23:59:59+00:00","payload":{"change_type":"charter_amendment","effective_date":"2022-12-19","item_codes_triggered":["5.03"],"summary_text":"Approved an amendment to the Second Amended and Restated Certificate of Incorporation to effect a 1-for-20 reverse stock split, filed with the Delaware Secretary of State on December 15, 2022, effective December 19, 2022."},"claim":"FORUM MARKETS Inc: Approved an amendment to the Second Amended and Restated Certificate of Incorporation to effect a 1-for-20 reverse stock split, filed with the Delaware Secretary of State on December 15, 2022, effective December 19, 2022 (effective 2022-12-19).","evidence_excerpt":"Immediately after the Special Meeting and the approval thereof by the Board, on December 15, 2022, we filed a Certificate of Amendment to our Second Amended and Restated Certificate of Incorporation (the “ Certificate of Amendment ”) with the Secretary of State of the State of Delaware to effect the Reverse Stock Split. A copy of the Certificate of Amendment is attached hereto as Exhibit 3.1 and is incorporated by reference herein. Pursuant to the Certificate of Amendment, the Reverse Stock Split will be effective on December 19, 2022 at 12:01 a.m. Eastern Time (the “ Effective Time ”).","confidence":0.95,"filing_url":"https://secwatch.observer/filing/0001213900-22-080304","anchor_url":"https://secwatch.observer/filing/0001213900-22-080304#claim-57b02858962721d938a45b1de044b2f2f56e3d53","edgar_index_url":"https://www.sec.gov/Archives/edgar/data/1690080/000121390022080304/0001213900-22-080304-index.htm"},{"fact_type":"shareholder_vote","fact_key":"ec956b5dd9115d901fdea4157a9a230c0ab26aa1","cik":1690080,"ticker":"FRMM","company_name":"FORUM MARKETS Inc","filed_at":"2022-12-16T23:59:59+00:00","payload":{"item_codes_triggered":["5.07"],"meeting_date":"2022-12-15","outcome":"passed","proposal_text":"Reverse stock split of common stock at ratio between 1-for-4 and 1-for-20, inclusive, with exact ratio set by Board","proposal_type":"reverse_split","results":[]},"claim":"FORUM MARKETS Inc shareholders approved Reverse stock split of common stock at ratio between 1-for-4 and 1-for-20, inclusive, with exact ratio set by Board at the 2022-12-15 meeting.","evidence_excerpt":"on December 15, 2022, at a Special Meeting of the Stockholders (the “ Special Meeting ”), of 180 Life Sciences Corp. (the “ Company, ” “ we, ” “ our, ” or “ us ”), the stockholders of the Company approved an amendment to the Company’s Second Amended and Restated Certificate of Incorporation, as amended, to effect a reverse stock split of our issued and outstanding shares of our common stock, par value $0.0001 per share, by a ratio of between one-for-four to one-for-twenty, inclusive, with the exact ratio to be set at a whole number to be determined by our Board of Directors or a duly authorized committee thereof in its discretion, at any time after approval of the amendment and prior to December 15, 2023 (the “ Stockholder Authority ”).","confidence":0.7,"filing_url":"https://secwatch.observer/filing/0001213900-22-080304","anchor_url":"https://secwatch.observer/filing/0001213900-22-080304#claim-ec956b5dd9115d901fdea4157a9a230c0ab26aa1","edgar_index_url":"https://www.sec.gov/Archives/edgar/data/1690080/000121390022080304/0001213900-22-080304-index.htm"},{"fact_type":"executive_change","fact_key":"2d8ff7de31","cik":1690080,"ticker":"FRMM","company_name":"FORUM MARKETS Inc","filed_at":"2021-11-02T23:59:59+00:00","payload":{"action":"appointed","action_category":"appointment","departure_tone":"not_applicable","effective_date":"2021-10-29","interim":false,"role":"Chief Operating Officer/Chief Business Officer","role_category":"coo","successor_name":null,"successor_named":false},"claim":"Quan Anh Vu was appointed as Chief Operating Officer/Chief Business Officer at FORUM MARKETS Inc.","evidence_excerpt":"Effective on October 29, 2021, the Board of Directors of 180 Life Sciences Corp. (the “ Company ”, “we” and “us”), appointed Mr. Quan Anh Vu as Chief Operating Officer/Chief Business Officer (“ COO/CBO ”) of the Company.","confidence":0.95,"filing_url":"https://secwatch.observer/filing/0001213900-21-055978","anchor_url":"https://secwatch.observer/filing/0001213900-21-055978#claim-2d8ff7de31","edgar_index_url":"https://www.sec.gov/Archives/edgar/data/1690080/000121390021055978/0001213900-21-055978-index.htm"}]}