{"schema_version":"secwatch.filing_event.v1","accession":"0001213900-25-120107","form_type":"8-K","ticker":"FRMM","cik":"0001690080","company_name":"FORUM MARKETS Inc","filed_at":"2025-12-10T23:59:59+00:00","discovered_at":"2026-05-14T18:02:40.154581+00:00","generated_at":"2026-05-16T13:39:04.991819+00:00","sec_items":["1.01","2.01","3.02","8.01","9.01"],"event_type":"m_and_a","sentiment":"positive","materiality_score":0.85,"calibrated_materiality_score":0.85,"confidence":"high","headline":"ETHZilla acquires 15% stake in Zippy for $19M (cash + stock); tokenization and board rights","bullets":["Paid $5M cash + 1,333,332 shares of ETHZ common valued at $10.50/share ($14M) for 2,905,064 Series B-3 Preferred shares of Zippy.","Additional 324,728 Zippy common shares from stockholders for 202,268 ETHZ shares; total stake 15% fully diluted.","ETHZ gets one board seat, protective provisions, and exclusive rights to tokenize up to 20% of Zippy's chattel mortgage loans on ETHZ platforms.","Zippy shares are subject to lockup with quarterly releases; true-up payment based on ETHZ stock price by June 30, 2026.","Closing occurred Dec 9, 2025; registration rights require ETHZ to file a resale S-1 within 30 days or face liquidated damages."],"urls":{"canonical":"https://secwatch.observer/filing/0001213900-25-120107","json":"https://secwatch.observer/filing/0001213900-25-120107.json","markdown":"https://secwatch.observer/filing/0001213900-25-120107.md","text":"https://secwatch.observer/filing/0001213900-25-120107.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1690080/000121390025120107/0001213900-25-120107-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1690080/000121390025120107/ea0269076-8k_ethzilla.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-05-16T13:39:04.991819+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":"7a4e4953f7fd41a74ccd2211d745131e09c7385f","claim":"FORUM MARKETS Inc issued 2,905,064 shares of its Series B-3 Preferred Stock of preferred stock to Zippy, Inc. for $5 million in cash; and 1,333,332 shares of our common stock with an agreed value of approximately $14 million, based on a price per share of $10.50.","evidence_excerpt":"Pursuant to the Zippy Purchase Agreement, Zippy sold us 2,905,064 shares of its Series B-3 Preferred Stock (the “ Zippy Series B-3 Shares ”) representing 13.492% of Zippy’s fully-diluted capitalization in consideration for (a) $5 million in cash; and (b) 1,333,332 shares of our common stock (the “ Zippy Shares ”) with an agreed value of approximately $14 million, based on a price per share of $10.50 (the “ Per-Share Price ”).","evidence_source":"SEC 8-K Item 3.02/3.03","evidence_url":"https://www.sec.gov/Archives/edgar/data/1690080/000121390025120107/0001213900-25-120107-index.htm","confidence":0.9,"family_label":"Equity Issuances","details":[{"label":"Security","value":"preferred stock"},{"label":"Shares","value":"2,905,064 shares of its Series B-3 Preferred Stock"},{"label":"Purchaser","value":"Zippy, Inc."},{"label":"Consideration","value":"$5 million in cash; and 1,333,332 shares of our common stock with an agreed value of approximately $14 million, based on a price per share of $10.50"}],"fact_type":"equity_issuance"},{"claim_id":"5efaa7bc8cb763541af5b0c3413437eb5c9a9ba2","claim":"FORUM MARKETS Inc completed an acquisition involving Zippy, Inc. (closed 2025-12-09).","evidence_excerpt":"The Zippy Securities were acquired on December 9, 2025, upon the Closing, as discussed in greater detail in Item 1.01, above","evidence_source":"SEC 8-K Item 2.01/5.01","evidence_url":"https://www.sec.gov/Archives/edgar/data/1690080/000121390025120107/0001213900-25-120107-index.htm","confidence":0.9,"family_label":"M&A Transactions","details":[{"label":"Action","value":"acquisition"},{"label":"Counterparty","value":"Zippy, Inc."},{"label":"Closing","value":"2025-12-09"}],"fact_type":"ma_transaction"},{"claim_id":"230a928416c895d762c3096a824d4038e9d7eb14","claim":"FORUM MARKETS Inc entered into Zippy Purchase Agreement with Zippy, Inc. valued at $5 million in cash and 1,333,332 shares of common stock with an agreed value of approximately $14 mi (effective 2025-12-09).","evidence_excerpt":"Item 1.01 Entry into a Material Definitive Agreement. On December 9, 2025, ETHZilla Corporation (the “ Company ”, “ we ” and “ us ”), entered into (i) a Series B-3 Preferred Stock Purchase Agreement (the “ Zippy Purchase Agreement ”) with Zippy, Inc., a Delaware corporation (“ Zippy ”); (ii) separate Stock Purchase Agreements (the “ Zippy Stock Purchase Agreements ”) with certain stockholders of Zippy (the “ Zippy Stockholders ”); (iii) a Registration Rights Agreement with Zippy and the Zippy Stockholders (the “ Registration Rights Agreement ”); (iv) a Third Amended and Restated Investors’ Rights Agreement with Zippy and certain significant investors and stockholders of Zippy (the “ Major Holders ” and the “ Zippy Rights Agreement ”); (v) a Third Amended and Restated Right of First Refusal and Co-Sale Agreement with Zippy and the Major Holders (the “ Zippy ROFR Agreement ”); and (vi) a Third Amended and Restated Voting Agreement with Zippy and the Major Holders (the “ Zippy Voting Agre","evidence_source":"SEC 8-K Item 1.01/1.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1690080/000121390025120107/0001213900-25-120107-index.htm","confidence":0.9,"family_label":"Material Agreements","details":[{"label":"Action","value":"entry"},{"label":"Agreement","value":"equity purchase"},{"label":"Counterparty","value":"Zippy, Inc."},{"label":"Value","value":"$5 million in cash and 1,333,332 shares of common stock with an agreed value of approximately $14 mi"},{"label":"Effective","value":"2025-12-09"}],"fact_type":"material_agreement"}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}