---
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"
generated_at: "2026-05-16T13:39:04.991819+00:00"
event_type: "m_and_a"
sentiment: "positive"
materiality_score: 0.85
calibrated_materiality_score: 0.85
confidence: "high"
source: SEC EDGAR
---

# ETHZilla acquires 15% stake in Zippy for $19M (cash + stock); tokenization and board rights

## Summary
- 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.

## SEC filing metadata
- 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
- event_type: m_and_a
- sentiment: positive
- materiality_score: 0.85
- calibrated_materiality_score: 0.85
- confidence: high
- sec_items: 1.01, 2.01, 3.02, 8.01, 9.01
- 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

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001213900-25-120107
- JSON: https://secwatch.observer/filing/0001213900-25-120107.json
- Plain text: https://secwatch.observer/filing/0001213900-25-120107.txt

## Key facts
- Equity Issuances
  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.
  - Security: preferred stock
  - Shares: 2,905,064 shares of its Series B-3 Preferred Stock
  - Purchaser: Zippy, Inc.
  - Consideration: $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
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/1690080/000121390025120107/0001213900-25-120107-index.htm
- M&A Transactions
  FORUM MARKETS Inc completed an acquisition involving Zippy, Inc. (closed 2025-12-09).
  - Action: acquisition
  - Counterparty: Zippy, Inc.
  - Closing: 2025-12-09
  source text: The Zippy Securities were acquired on December 9, 2025, upon the Closing, as discussed in greater detail in Item 1.01, above
  evidence_url: https://www.sec.gov/Archives/edgar/data/1690080/000121390025120107/0001213900-25-120107-index.htm
- Material Agreements
  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).
  - Action: entry
  - Agreement: equity purchase
  - Counterparty: Zippy, Inc.
  - Value: $5 million in cash and 1,333,332 shares of common stock with an agreed value of approximately $14 mi
  - Effective: 2025-12-09
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/1690080/000121390025120107/0001213900-25-120107-index.htm

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