8-K/A filed September 25, 2025, 7:59 PM ET ticker FRMM CIK 0001690080

debt confidence high sentiment negative materiality 0.90

FORUM MARKETS Inc (FRMM): debt financing — ETHZilla issues $350M convertible notes, amends terms; reports buyback and $462M in ETH

FORUM MARKETS Inc

Issued $350M New Convertible Notes on Sept 23, 2025 at 97.25% of principal; 2% interest, matures Sept 23, 2028.
Conversion price initially $3.05, subject to downward reset; notes secured by $50M ETH and ~$500M cash.
Amendment reduces Existing Notes' interest from 4% to 2%; allows staking of crypto and use of cash yields.
Repurchased ~0.5M shares at avg $2.41 from Sept 13-19 under $250M buyback program.
As of Sept 19: 102,264 ETH (~$462M), $559M cash, 1.5M protocol tokens; 160M shares outstanding.

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 0.95

FORUM MARKETS Inc incurred convertible notes of $350 million with investment funds managed by an institutional investor at 2.00% per annum through the maturity date, increasing to 18.0% per annum upon an maturing September 23, 2028.

Instrument: convertible notes
Principal: $350 million
Counterparty: investment funds managed by an institutional investor
Rate: 2.00% per annum through the maturity date, increasing to 18.0% per annum upon an
Maturity: September 23, 2028
Event: incurrence

Exact text from the filing

The New Convertible Notes were sold to the Investors on September 23, 2025 (the " Effective Date "), 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 ").

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

FORUM MARKETS Inc amended convertible notes of same $156,250,000 aggregate principal amount (Existing Convertible Notes); plus New $350 million New Convertible Notes with investment funds managed by an institutional investor at reduced from 4% to 2% maturing September 23, 2028 (for New Convertible Notes).

Instrument: convertible notes
Principal: same $156,250,000 aggregate principal amount (Existing Convertible Notes); plus New $350 million New Convertible Notes
Counterparty: investment funds managed by an institutional investor
Rate: reduced from 4% to 2%
Maturity: September 23, 2028 (for New Convertible Notes)
Event: amendment

Exact text from the filing

”), under which the Company agreed to sell and issue to the Investor senior secured convertible notes (the “ Existing Convertible Notes ”) in aggregate principal amount of $156,250,000 (the “ Original Principal Amount ”) in exchange for cash equal to 96.0% of the Original Principal Amount (the “ Original Debt Financing ”). On September 21, 2025, the Company

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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, including: (i) to reduce the interest rate from 4% to 2% (ii) permitting the Company to Stake (as defined in the Security Purchase Agreement) the collateral held in the Company’s crypto control accounts, (iii) allowing the Company to use the yield of any cash held in the controlled accounts (less the accrued and unpaid interest on the Convertible Notes and any other amounts then due and payable to the Investor), in the ordinary course of business, and (iv) to permit one or more additional subsequent placements (not including any variable rate transaction) solely consisting of the sale of common stock (x) with gross proceeds not in excess of an aggregate of $1 billion, subject to certain pre-requisites, or (y) at any time if such applicable purchase price exceeds $4.00 (as adjusted for stock splits, stock dividends, stock combinations,

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

FORUM MARKETS Inc issued convertible note to an institutional investor for aggregate principal amount of $350 million in exchange for cash equal to 97.25% of the New Principal Amount.

Security: convertible note
Purchaser: an institutional investor
Consideration: aggregate principal amount of $350 million in exchange for 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 23, 2025 (the “ Effective Date ”), 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 ”).

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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 0001213900-25-091334

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