{"schema_version":"secwatch.filing_event.v1","accession":"0001213900-25-089862","form_type":"8-K","ticker":"FRMM","cik":"0001690080","company_name":"FORUM MARKETS Inc","filed_at":"2025-09-22T23:59:59+00:00","discovered_at":"2026-05-14T18:02:44.672918+00:00","generated_at":"2026-05-17T05:58:54.912583+00:00","sec_items":["1.01","2.03","3.02","3.03","7.01","8.01","9.01"],"event_type":"debt","sentiment":"neutral","materiality_score":0.85,"calibrated_materiality_score":0.85,"confidence":"high","headline":"ETHZilla issues $350M convertible notes, repurchases 0.5M shares in week","bullets":["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."],"urls":{"canonical":"https://secwatch.observer/filing/0001213900-25-089862","json":"https://secwatch.observer/filing/0001213900-25-089862.json","markdown":"https://secwatch.observer/filing/0001213900-25-089862.md","text":"https://secwatch.observer/filing/0001213900-25-089862.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1690080/000121390025089862/0001213900-25-089862-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1690080/000121390025089862/ea0258188-8k_ethzilla.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-05-17T05:58:54.912583+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"4ea2622b867334a3e2e7641259352a9ffbb35271","claim":"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.","evidence_excerpt":"New Convertible Notes were sold to the Investors on September 22, 2025, in the aggregate principal amount of $350 million","evidence_source":"SEC 8-K Item 2.03/2.04","evidence_url":"https://www.sec.gov/Archives/edgar/data/1690080/000121390025089862/0001213900-25-089862-index.htm","confidence":0.9,"family_label":"Debt Financings","details":[{"label":"Instrument","value":"convertible notes"},{"label":"Principal","value":"$350 million"},{"label":"Counterparty","value":"investment funds managed by an institutional investor"},{"label":"Rate","value":"2.00% per annum"},{"label":"Maturity","value":"August 8, 2028"},{"label":"Event","value":"incurrence"}],"fact_type":"debt_financing"},{"claim_id":"d9bc97e348a61ec00b1983172532447d29e2ed2d","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%","evidence_source":"SEC 8-K Item 2.03/2.04","evidence_url":"https://www.sec.gov/Archives/edgar/data/1690080/000121390025089862/0001213900-25-089862-index.htm","confidence":0.9,"family_label":"Debt Financings","details":[{"label":"Instrument","value":"convertible notes"},{"label":"Counterparty","value":"investment funds managed by an institutional investor"},{"label":"Rate","value":"reduced from 4% to 2%"},{"label":"Event","value":"amendment"}],"fact_type":"debt_financing"},{"claim_id":"22f7d356408674f9aeeef95b183712111ecfdb14","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.","evidence_source":"SEC 8-K Item 3.02/3.03","evidence_url":"https://www.sec.gov/Archives/edgar/data/1690080/000121390025089862/0001213900-25-089862-index.htm","confidence":0.9,"family_label":"Equity Issuances","details":[{"label":"Security","value":"convertible note"},{"label":"Shares","value":"114,754,098 shares of common stock"},{"label":"Purchaser","value":"investment funds managed by an institutional investor"},{"label":"Consideration","value":"cash equal to 97.25% of the New Principal Amount"}],"fact_type":"equity_issuance"},{"claim_id":"7e02789150e91cf5333bcc2381e1deb9f34a406d","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","evidence_source":"SEC 8-K Item 3.02/3.03","evidence_url":"https://www.sec.gov/Archives/edgar/data/1690080/000121390025089862/0001213900-25-089862-index.htm","confidence":0.9,"family_label":"Equity Issuances","details":[{"label":"Security","value":"convertible note"}],"fact_type":"equity_issuance"}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}