---
schema_version: "secwatch.filing_event.v1"
accession: "0001213900-25-079088"
form_type: "8-K/A"
ticker: "FRMM"
cik: "0001690080"
company_name: "FORUM MARKETS Inc"
filed_at: "2025-08-21T23:59:59+00:00"
generated_at: "2026-05-17T10:54:54.524476+00:00"
event_type: "debt"
sentiment: "neutral"
materiality_score: 0.9
calibrated_materiality_score: 0.9
confidence: "high"
source: SEC EDGAR
---

# ETHZilla enters $156.25M convertible note deal with institutional investor

## Summary
- ETHZilla issued $156.25M senior secured convertible notes at 96% of principal to an institutional investor, closing Aug 8, 2025.
- Notes bear 0% interest for 6 months, then 4% annually, secured by $44.5M in Ether and $156.25M in cash.
- Conversion price set at $3.445 per share, subject to one-time downward reset after nine months; investor may require redemption.
- Company granted additional warrants to purchase 9,071,110 shares at $3.445 to strategic advisors, including to chairman's firm.
- McAndrew Rudisill appointed Executive Chairman; Board adopted 2025 Second Supplemental Option Incentive Plan reserving 1,814,221 shares.

## SEC filing metadata
- accession: 0001213900-25-079088
- form_type: 8-K/A
- ticker: FRMM
- cik: 0001690080
- company_name: FORUM MARKETS Inc
- filed_at: 2025-08-21T23:59:59+00:00
- event_type: debt
- sentiment: neutral
- materiality_score: 0.9
- calibrated_materiality_score: 0.9
- confidence: high
- sec_items: 3.02, 1.01, 2.03, 5.02, 3.03, 7.01, 8.01, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1690080/000121390025079088/0001213900-25-079088-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1690080/000121390025079088/ea0254067-8ka1_ethzilla.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001213900-25-079088
- JSON: https://secwatch.observer/filing/0001213900-25-079088.json
- Plain text: https://secwatch.observer/filing/0001213900-25-079088.txt

## Key facts
- Debt Financings
  FORUM MARKETS 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.
  - Instrument: convertible notes
  - Principal: aggregate principal amount of $156,250,000
  - Counterparty: investment funds managed by an institutional investor
  - Rate: 0.00% per annum for the first six months, and 4.00% per annum for the following
  - Maturity: the third year anniversary of the issuance date of the Convertible Notes
  - Event: incurrence
  source text: “ Investor ”), under which the Company agreed to sell and issue to the Investor senior secured convertible notes (the “ Convertible Notes ”) in aggregate principal amount of $156,250,000 (the “ Principal Amount ”) in exchange for cash equal to 96.0% of the Principal Amount (the “ Debt Financing ”). The Company closed the Debt Financing simultaneously with the
  evidence_url: https://www.sec.gov/Archives/edgar/data/1690080/000121390025079088/0001213900-25-079088-index.htm

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