---
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"
generated_at: "2026-05-17T05:58:54.912583+00:00"
event_type: "debt"
sentiment: "neutral"
materiality_score: 0.85
calibrated_materiality_score: 0.85
confidence: "high"
source: SEC EDGAR
---

# ETHZilla issues $350M convertible notes, repurchases 0.5M shares in week

## Summary
- 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.

## SEC filing metadata
- 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
- event_type: debt
- sentiment: neutral
- materiality_score: 0.85
- calibrated_materiality_score: 0.85
- confidence: high
- sec_items: 1.01, 2.03, 3.02, 3.03, 7.01, 8.01, 9.01
- 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

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001213900-25-089862
- JSON: https://secwatch.observer/filing/0001213900-25-089862.json
- Plain text: https://secwatch.observer/filing/0001213900-25-089862.txt

## Key facts
- Debt Financings
  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
  source text: New Convertible Notes were sold to the Investors on September 22, 2025, in the aggregate principal amount of $350 million
  evidence_url: https://www.sec.gov/Archives/edgar/data/1690080/000121390025089862/0001213900-25-089862-index.htm
- Debt Financings
  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
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/1690080/000121390025089862/0001213900-25-089862-index.htm
- Equity Issuances
  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
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/1690080/000121390025089862/0001213900-25-089862-index.htm
- Equity Issuances
  FORUM MARKETS Inc issued convertible note.
  - Security: convertible note
  source text: the Company and the Investor agreed to partially waive and modify certain terms of the Existing Convertible Notes and the Securities Purchase Agreement
  evidence_url: https://www.sec.gov/Archives/edgar/data/1690080/000121390025089862/0001213900-25-089862-index.htm

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