---
schema_version: "secwatch.filing_event.v1"
accession: "0001213900-24-084859"
form_type: "8-K"
ticker: "FRMM"
cik: "0001690080"
company_name: "FORUM MARKETS Inc"
filed_at: "2024-10-03T23:59:59+00:00"
generated_at: "2026-05-30T21:36:17.301923+00:00"
event_type: "m_and_a"
sentiment: "neutral"
materiality_score: 0.75
calibrated_materiality_score: 0.75
confidence: "high"
source: SEC EDGAR
---

# 180 Life Sciences acquires blockchain casino IP; issues Series B Preferred and warrants; Nasdaq extension

## Summary
- Acquired blockchain casino IP from Elray for 1M Series B Preferred shares ($17.3M liquidation preference) and warrants for 3M shares at $1.68.
- Series B Preferred converts after stockholder approval to 40% of outstanding common (max 10M shares); no conversion or dividends until then.
- Warrants have 7-year term, cashless exercise; exercise contingent on stockholder approval.
- Nasdaq extended compliance deadline to Oct 15, 2024; company believes it regained Equity Rule compliance via acquisition.
- Company will seek stockholder approval for conversion shares and warrant shares; proxy statement to be filed.

## SEC filing metadata
- accession: 0001213900-24-084859
- form_type: 8-K
- ticker: FRMM
- cik: 0001690080
- company_name: FORUM MARKETS Inc
- filed_at: 2024-10-03T23:59:59+00:00
- event_type: m_and_a
- sentiment: neutral
- materiality_score: 0.75
- calibrated_materiality_score: 0.75
- confidence: high
- sec_items: 1.01, 5.03, 2.01, 3.02, 3.03, 8.01, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1690080/000121390024084859/0001213900-24-084859-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1690080/000121390024084859/ea0216403-8k_180life.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001213900-24-084859
- JSON: https://secwatch.observer/filing/0001213900-24-084859.json
- Plain text: https://secwatch.observer/filing/0001213900-24-084859.txt

## Key facts
- Governance Changes
  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).
  - Change: charter amendment
  - Effective: 2024-09-30
  source text: 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.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1690080/000121390024084859/0001213900-24-084859-index.htm
- M&A Transactions
  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).
  - Action: acquisition
  - Counterparty: Elray Resources, Inc.
  - Consideration: 1,000,000 shares of newly designated Series B Convertible Preferred Stock and warrants to purchase 3,000,000 shares of common stock
  - Closing: 2024-09-30
  source text: Purchase Agreement, Elray agreed to sell us certain source code and intellectual property relating to an online blockchain casino (the “ Purchased Assets ”) in consideration for 1,000,000 shares of newly designated Series B Convertible Preferred Stock (the “ Preferred Stock ”, and the shares of common stock issuable upon conversion thereof, the “ Conversion Shares
  evidence_url: https://www.sec.gov/Archives/edgar/data/1690080/000121390024084859/0001213900-24-084859-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.