FORUM MARKETS Inc (FRMM): debt financing — ETHZilla issues $350M convertible notes, repurchases 0.5M shares in week

FORUM MARKETS Inc

New $350M principal convertible notes at 2% annual interest, issued at 97.25% of face value.
Conversion price set at $3.05 per share, subject to downward reset; existing notes interest reduced from 4% to 2%.
Notes secured by $50M in Ether and ~$500M in cash; maturity date August 8, 2028.
Company repurchased ~0.5M shares at avg $2.41 during week ending Sept 20, total Sept repurchases ~6.45M shares.
As of Sept 19: ETH holdings 102,264 (~$462M), cash equivalents ~$559M, total shares outstanding 160.2M.

item 1.01 item 2.03 item 3.02 item 3.03 item 7.01 item 8.01 item 9.01

Key facts

Extracted from this filing and checked against the source text.

Debt Financings SEC 8-K Item 2.03/2.04 confidence 0.9

FORUM MARKETS Inc incurred convertible notes of $350 million with investment funds managed by an institutional investor at 2.00% per annum maturing August 8, 2028.

Instrument: convertible notes
Principal: $350 million
Counterparty: investment funds managed by an institutional investor
Rate: 2.00% per annum
Maturity: August 8, 2028
Event: incurrence

Exact text from the filing

New Convertible Notes were sold to the Investors on September 22, 2025, in the aggregate principal amount of $350 million

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Debt Financings SEC 8-K Item 2.03/2.04 confidence 0.9

FORUM MARKETS Inc amended convertible notes with investment funds managed by an institutional investor at reduced from 4% to 2%.

Instrument: convertible notes
Counterparty: investment funds managed by an institutional investor
Rate: reduced from 4% to 2%
Event: amendment

Exact text from the filing

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%

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Equity Issuances SEC 8-K Item 3.02/3.03 confidence 0.9

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.

Security: convertible note
Shares: 114,754,098 shares of common stock
Purchaser: investment funds managed by an institutional investor
Consideration: cash equal to 97.25% of the New Principal Amount

Exact text from the filing

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.

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Equity Issuances SEC 8-K Item 3.02/3.03 confidence 0.9

FORUM MARKETS Inc issued convertible note.

Security: convertible note

Exact text from the filing

the Company and the Investor agreed to partially waive and modify certain terms of the Existing Convertible Notes and the Securities Purchase Agreement

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101 debt financings filed in the last 30 days. Browse all debt financings →

FORUM MARKETS Inc filing history →

Source: SEC EDGAR

accession 0001213900-25-089862

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