FORUM MARKETS Inc

Overview

Forum Markets, Incorporated (formerly ETHZilla Corporation) (the “Company,” “Forum,” “we,” “our” or “us”) is a financial technology company focused on developing infrastructure that supports the origination, financing, and distribution of RWAs through blockchain-enabled capital markets.

During 2025 and early 2026, the Company further focused its business model toward building and operating platforms designed to originate and finance real-world financial assets that could ultimately be distributed through tokenized capital markets. This evolution reflects management’s view that long-term value creation in blockchain-enabled financial markets will be driven primarily by operating businesses that originate and structure income-generating assets, rather than by passive digital asset holdings.

In early 2026, the Company adopted the name Forum Markets, Incorporated to reflect its evolving strategy of building infrastructure intended to modernize capital markets through the tokenization of real-world assets.

The Company’s business strategy is centered on integrating traditional financial asset markets with blockchain-based infrastructure to enable the tokenization of income-generating real-world assets such as consumer credit, equipment finance assets, and other contractual cash-flow streams. Tokenization refers to the process of representing ownership interests or economic rights in real-world assets through digital tokens issued and managed on blockchain networks.

The Company utilizes blockchain infrastructure, including Ethereum and related Layer-2 scaling protocols, to support the issuance, management, and potential secondary trading of tokenized financial instruments. These systems may allow improved transparency, programmability of asset cash flows, and more efficient settlement relative to traditional financial market infrastructure.

The Company’s strategy is to build an integrated platform that connects:

Through this approach, the Company seeks to enable financial assets to be originated, financed, and distributed through both conventional financial channels and emerging blockchain-based capital markets.

Moving forward we also plan to leverage our relationships with Satschel, Inc. (“Satschel”), Karus, Inc. (“Karus”), and Zippy, Inc. (“Zippy”). These relationships are expected to support our efforts to tokenize RWAs and convert such tokenized RWAs into compliant, tradable instruments with both primary and secondary market liquidity.

Company Developments

Forum Markets, Incorporated was originally formed in 2016 as a clinical stage biotechnology company under the name 180 Life Sciences Corp., focused on the development of therapeutics for unmet medical needs in chronic pain, inflammation and fibrosis through innovative research and, where appropriate, combination therapy. We also pursued software-enabled gaming initiatives, including the September 2024 acquisition of certain source code and intellectual property relating to the back-end technology platform for an online blockchain casino.

By the first half of 2025, our operating plan was focused on commercializing this blockchain-enabled iGaming technology platform, including initially targeting business-to-consumer online casinos and exploring a potential business-to-business platform model. During that same period, we substantially slowed our remaining biotechnology research and development efforts and evaluated strategic alternatives for those assets, including a potential sale or disposition.

Beginning in the third calendar quarter of 2025, our management team made a strategic shift in our business strategy and operations to prioritize (i) developing capabilities to acquire, structure and tokenize RWAs, (ii) deploying ETH in DeFi protocols to generate yield, and (iii) owning cash flowing assets on the balance sheet that could assist in tokenizing RWAs while producing revenue and cash flow for the Company. Concurrently, we streamlined our legacy portfolio by determining to no longer pursue the commercialization of the blockchain-enabled iGaming technology platform and by divesting our legacy pharmaceutical research business.

To implement this strategic transition, in late July 2025 we entered into definitive arrangements to finance and operationalize the new strategy, including a $300 million private placement of the Company’s common stock, par value $0.0001 per share (the “common stock”), and pre-funded warrants (which closed on August 4, 2025), and a Strategic Advisor Agreement with each of Pink Sands Group, LLC, Cyber, Moode LLC, Moon Cat, LLC, Zorba Investments LLC, Purple Poseidon LLC, Tentacle Holdings LLC, PCAO LLC, Johnny Foxtrot LLC and New Island Advisors LLC (collectively, the “Strategic Advisors”), pursuant to which the Strategic Advisors received warrants to purchase an aggregate of 4,557,223 shares of our common stock with an exercise price of $27.75 per warrant (the “Initial Strategic Advisor Warrants”). In August 2025, we conducted a $156.25 million senior secured convertible note offering (the “August 2025 Convertible Notes”), and in September 2025, we amended and expanded the convertible note arrangements, including by issuing an additional series of senior secured convertible notes (the “September 2025 Convertible Notes,” and together with the August 2025 Convertible Notes, the “Convertible Notes”) for an aggregate principal amount of $360 million. In connection with the offering of the September 2025 Convertible Notes, we granted additional warrants to purchase an aggregate of 907,111 shares of our common stock at an exercise price of $34.45 per warrant (the “Subsequent Strategic Advisor Warrants”). We also engaged an external asset manager to manage a substantial portion of the ETH held on our balance sheet.

On August 18, 2025, we implemented a corporate rebrand and changed our corporate name from 180 Life Sciences Corp. to ETHZilla Corporation, and our common stock and public warrants (which have since expired) began trading on the Nasdaq Capital Market (“Nasdaq”) under the ticker symbols “ETHZ” and “ETHZW,” respectively, replacing “ATNF” and “ATNFW,” respectively.

During the remainder of 2025, we continued to execute investments required to have access to the required financial infrastructure for issuing regulated tokenized securities and to develop the pipelines necessary to access selected points of debt origination. We also increased our financial flexibility by establishing the ATM Program in August 2025, authorizing a $250 million stock repurchase program and a related transaction expected to provide up to $80 million of ETH-collateralized proceeds to fund repurchases, increasing our authorized common stock and effecting a 1-for-10 reverse stock split in October 2025 (the “Reverse Stock Split”), and repurchasing and redeeming all of our outstanding Convertible Notes in December 2025.

In connection with this strategic transition, we adopted a strategy to acquire, structure and tokenize RWAs, as further described under “—Our RWA Tokenization Strategy.” To support this strategy, we entered into acquisition and investment agreements, as described under “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations—Recent Events” below.

On February 25, 2026, we implemented a corporate rebrand and changed our corporate name to Forum Markets, Incorporated, and our common stock began trading on Nasdaq under the ticker symbol “FRMM.”

WE ARE NOT REGISTERED AS AN INVESTMENT COMPANY UNDER THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED (THE “INVESTMENT COMPANY ACT”), AND STOCKHOLDERS DO NOT HAVE THE PROTECTIONS ASSOCIATED WITH OWNERSHIP OF SHARES IN A REGISTERED INVESTMENT COMPANY NOR THE PROTECTIONS AFFORDED BY THE COMMODITIES EXCHANGE ACT OF 1936, AS AMENDED.

How We Purchase or Sell Digital Assets

Our management team reviews the Company’s short-term obligations and excess cash available to dedicate to the investment in tokens and other related digital assets. If it is determined that the Company has excess cash available to dedicate to digital assets, we can deploy that capital into one of our custodians and through acquisition strategies with the custodians and our asset manager. If it is determined that the Company needs to liquidate part of its digital assets, the same process of selling the ETH into the market it is used.

During the year ended December 31, 2025, we sold approximately 33,629 ETH and 23 million USDC and other incentive tokens for an aggregate of $134.3 million, at an average price of $3,308.5 per ETH. As of December 31, 2025, the Company held approximately 69,800 ETH or ETH equivalent in liquid staking protocols on its balance sheet.

Between January 1, 2026 and March 31, 2026, the Company sold approximately 57,359 ETH for an aggregate of $114.5 million, at an average price of $1,997 per ETH. As of March 31, 2026, the Company held approximately 12,441 ETH on its balance sheet which is collateral on crypto collateralized loan.

ETH Deployment Strategy

We deployed our ETH across staking, lending and advanced DeFi protocols to generate yields. Through our proprietary protocol implementations, we facilitated DeFi transactions and asset digitization across multiple Layer 2 Ethereum networks. We have partnered with Electric Capital and liquid restaking leaders like Puffer and etherFi, which enabled us to generate returns on our ETH reserves while providing security and capital efficiency to stakeholders.

Our staking revenues were derived from the rewards we earn by actively participating in the Ethereum network’s PoS consensus mechanism. Specifically, Forum delegates its ETH holdings to validators that process and verify transactions on the blockchain. In return, the Company receives protocol-level rewards in ETH, typically proportional to the amount staked and the network’s overall activity and performance.

Our ETH staking activities included native staking, as well as liquid staking. In native staking, the Company, through its agreements with custodians and asset managers, staked assets with third-party validators. Participants stake ETH through these validator nodes and, when chosen as validators by the network, earn staking rewards and transaction fees proportional to their staked amount. Liquid staking is similar to native staking, however, one key difference and intended benefit of this method is the ability to provide the Company with tokens representing digital assets in exchange for its ETH. Additionally, as part of the “activating” and “exiting” processes of ETH staking, any staked ETH may be inaccessible for a period of time determined by a range of factors, resulting in certain liquidity risks that we must attempt to manage.

To reduce the amount of the ETH deployed or to change the allocation of ETH, we initiate an unstaking process, which effectively reverses the delegation or deployment of the ETH from the applicable validator, protocol or network.

Liquidity Management

The Company’s native staking program involved the temporary loss of the ability to transfer, assign a new validator or otherwise dispose of the ETH. We maintain a certain amount of liquid ETH on the balance sheet and a certain amount of cash to ensure that the Company is able to satisfy its current obligations.

Our Holdings

As of December 31, 2025, the fair value of our combined digital asset holdings totaled approximately $242.6 million, consisting of ETH, along with liquid staking incentive tokens and liquid staked ETH.

As of March 31, 2026, the fair value of our combined digital asset holdings totaled approximately $25.1 million, consisting of 12,144 ETH.

Human Capital Resources

As of December 31, 2025, we employed four individuals and engaged four dedicated contractors. We strive to attract and retain professionals with expertise in digital assets, engineering, compliance and finance. We emphasize integrity, transparency and risk discipline, support equal-opportunity employment, and maintain a safe and inclusive workplace. None of our employees are represented by a labor union, and we have experienced no work stoppages. We believe our employee relations are good.

Our RWA Tokenization Strategy

In the third quarter of 2025, we began building an RWA tokenization business. As part of our RWA tokenization strategy, we intend to acquire or source real-world, cash-flowing assets and structure them into tokenized income products for issuance on Ethereum Layer 2 networks and blockchain. Distribution of these tokenized income products and facilitation of related secondary trading are expected to occur primarily through Liquidity.io, an SEC registered alternative trading system operated by a regulated broker-dealer in whose parent company we own a 15% fully-diluted stake.

We intend to generate revenue from this strategy through a combination of (i) net yield while we hold such assets prior to tokenization, (ii) origination or issuance fees when tokenized income products are created and sold, (iii) ongoing asset management fees while investors hold tokenized income products, and (iv) transaction-based fees associated with secondary trading.

Since the total addressable market for the tokenization of RWAs is projected to be $2 to $5 trillion for the fiscal year ended December 31, 2026, we have chosen to initially focus our efforts in specific areas:

We believe strategic partnerships are attractive and necessary to rapidly scale our tokenization business, as further described under “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations—Recent Events.” In late 2025, we entered into strategic partnerships with and took equity stakes in Karus and Zippy. These partnerships have expanded our access to high-quality, scalable credit assets — auto loans and manufactured home loans — establishing a foothold in our first two focus areas. Both markets are well suited for tokenization and have historically been dominated by a handful of large private and institutional investors. This creates an opportunity to tokenize assets that most investors cannot readily access today, opening up an entirely new investment category. Our strategic investments in Karus and Zippy were established through competitive processes and extensive rounds of due diligence, and we were the partner of choice due to our capabilities and infrastructure on Ethereum Layer 2s as well as strong alignment on our joint vision of the market opportunity.

As we expand into additional asset classes, we are evaluating options to fund the acquisition of new assets for tokenization, which may require more US dollars and substantially less Ethereum on our balance sheet.

Competitive Landscape

The markets in which the Company operates are evolving and highly competitive. The Company competes with a range of participants across traditional financial services, financial technology platforms, and digital asset infrastructure providers.

In the asset origination and financing markets, the Company competes with traditional financial institutions, specialty finance companies, and financial technology platforms that originate or finance consumer credit and other income-generating financial assets. Many of these competitors have significantly greater financial resources, longer operating histories, and established customer relationships.

In the emerging market for tokenized RWAs, the Company competes with digital asset infrastructure providers and financial technology firms developing tokenization platforms and digital securities infrastructure. These may include regulated digital asset platforms, blockchain infrastructure providers, and financial institutions exploring the issuance of tokenized financial products.

Certain large financial institutions and asset managers have also begun to explore blockchain-based financial infrastructure initiatives. For example, asset managers such as BlackRock and investment firms such as KKR, Apollo and Hamilton Lane have participated in initiatives involving tokenized funds or private market assets.

The Company believes competition in this market will be influenced by several factors, including:

Management believes the Company’s strategy of integrating asset origination, financing, and tokenization infrastructure may provide differentiation relative to firms focused solely on digital asset technology or financial asset origination.

Revenue Model

The Company’s revenue model is evolving as it continues to develop its RWA tokenization platform and related financial infrastructure. The Company may generate revenue from several sources, including:

Asset Yield and Financing Income

The Company may acquire or finance RWAs, including consumer loan portfolios or heavy equipment assets, which generate income through borrower capital and interest payments or lease revenue. These assets may be financed through balance sheet capital, warehouse facilities, or other financing arrangements.

Tokenization and Structuring Fees

The Company may generate revenue from structuring, issuing, or managing tokenized financial products backed by RWAs. These activities may include asset structuring, digital issuance services, and ongoing administration of tokenized asset programs.

Asset Distribution and Capital Markets Activities

The Company may also generate revenue from the placement, distribution, or management of tokenized RWA offerings through institutional or digital capital markets.

Because the Company’s tokenization platform is still in development, the relative contribution of these revenue sources may change over time as the Company expands its operations and capital markets activities.

Government Regulation

The laws and regulations applicable to ETH and other digital assets are evolving and subject to interpretation and change.

Governments around the world have reacted differently to digital assets. Certain governments have deemed them illegal, and others have allowed their use and trade without restriction, while in some jurisdictions, such as the United States, digital assets are subject to overlapping, uncertain and evolving regulatory requirements.

As digital assets have grown in both popularity and market size, the U.S. Executive Branch, Congress and a number of U.S. federal and state agencies, including the Financial Crimes Enforcement Network, the Commodity Futures Trading Commission (“CFTC”), the SEC, the Financial Industry Regulatory Authority (“FINRA”), the Consumer Financial Protection Bureau (“CFPB”), the Department of Justice, the Department of Homeland Security, the Federal Bureau of Investigation, the Internal Revenue Service (the “IRS”), and state financial regulators, have been examining the operations of digital asset networks, digital asset users and digital asset exchanges, with particular focus on the extent to which digital assets can be used to violate state or federal laws, including to facilitate the laundering of proceeds of illegal activities or the funding of criminal or terrorist enterprises, and the safety and soundness and consumer-protective safeguards of exchanges or other service-providers that hold, transfer, trade or exchange digital assets for users. Many of these state and federal agencies have issued consumer advisories regarding the risks posed by digital assets to investors. In addition, federal and state agencies and other countries have issued rules or guidance regarding the treatment of digital asset transactions and requirements for businesses engaged in activities related to digital assets.

Depending on the regulatory characterization of ETH, the markets for ETH and cryptocurrency in general, and our activities in particular, our business and our digital assets strategy may be subject to regulation by one or more regulators in the United States and globally. Ongoing and future regulatory actions may alter, to a materially adverse extent, the nature of digital assets markets, the participation of industry participants, including service providers and financial institutions in these markets, and our ability to pursue our digital assets strategy. Additionally, U.S. state and federal and foreign regulators and legislatures have taken action against industry participants, including digital assets businesses, and enacted restrictive regimes in response to adverse publicity arising from hacks, consumer harm or criminal activity stemming from digital assets activity.

On March 17, 2026, the SEC issued an interpretation — not a binding regulation — addressing how the federal securities laws apply to certain types of crypto assets and transactions involving crypto assets (the “Digital Asset Interpretation”). The Digital Asset Interpretation represents a shift in the SEC’s regulatory posture toward the crypto asset industry, moving from reliance primarily on enforcement actions to affirmative guidance establishing a classification framework and clarifying when crypto-related activities do or do not implicate the federal securities laws.

A central feature of the Digital Asset Interpretation is the establishment of a taxonomy that classifies crypto assets into distinct categories based on their characteristics, uses, and functions, and then analyzes each category under the statutory definition of “security” under the Securities Act of 1933, as amended (the “Securities Act”), and the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The categories are as follows:

While the Digital Asset Interpretation conveys the SEC’s views on how the definition of “security” applies to crypto assets, it does not have the binding force of a regulation adopted through notice-and-comment rulemaking. Accordingly, courts are not bound by it and may reach different conclusions, and a future SEC could revise or withdraw it.

The CFTC did not co-issue the Digital Asset Interpretation, but separately provided guidance indicating that it intends to administer the Commodities Exchange Act of 1936, as amended (the “CEA”), consistent with the SEC’s interpretation. Accordingly, by following the Digital Asset Interpretation, the CFTC will continue to regulate Ethereum as a digital commodity. Under the CEA, the CFTC has broad enforcement authority to police market manipulation and fraud in spot digital asset markets in which we may transact. Beyond instances of fraud or manipulation, the CFTC generally does not oversee cash or spot market exchanges or transactions involving digital asset commodities that do not utilize margin, leverage or financing. In addition, CFTC regulations and CFTC oversight and enforcement authority apply with respect to futures, swaps, other derivative products and certain retail leveraged commodity transactions involving digital asset commodities, including the markets on which these products trade and the Digital Asset Interpretation does not include in its taxonomy digital derivatives or digital swaps or address regulation regarding these products.

The Digital Asset Interpretation clarifies the SEC’s position that ETH in its present state is not treated as a security. By contrast, under the Digital Asset Interpretation our tokenized RWA products are Tokenized Securities, and in the Digital Asset Interpretation, the SEC staff stated that tokenizing a security, including using “on-chain” recordkeeping, does not change the application of federal securities laws, including that each offer and sale of a security must be registered or exempt. Accordingly, our tokenization and related arrangements, including our arrangement with Liquidity.io (a registered broker-dealer in whose parent company we hold a 15% fully-diluted stake), may trigger additional requirements under the Securities Act and Exchange Act and could require us to modify, limit, or cease certain offerings or activities.

In addition, because transactions in ETH provide a degree of anonymity, they are susceptible to misuse for criminal activities, such as money laundering. This misuse, or the perception of such misuse, could lead to greater regulatory oversight of ETH and Ethereum platforms, and there is the possibility that law enforcement agencies could close or blacklist such Ethereum platforms or other Ethereum-related infrastructure with little or no notice and prevent users from accessing or retrieving ETH held via such platforms or infrastructure. For example, the U.S. Treasury Department’s Office of Foreign Assets Control has issued updated advisories regarding the use of virtual currencies, added a number of digital asset exchanges and service providers to the Specially Designated Nationals and Blocked Persons list, and engaged in several enforcement actions, including a series of enforcement actions that have either shut down or significantly curtailed the operations of several smaller digital asset exchanges associated with Russian and/or North Korean nationals. Additionally, in January 2025, the CFPB announced that it is seeking public input on privacy protections and surveillance in digital payments, particularly those offered through large technology platforms.

As noted above, activities involving ETH and other digital assets may fall within the jurisdiction of more than one financial regulator and various courts and such laws and regulations are rapidly evolving and increasing in scope. In the United States, regulation on stablecoins was recently signed into U.S. federal law through the GENIUS Act, which established the first comprehensive regulatory framework specifically for “payment stablecoins” — digital assets designed to maintain a stable value pegged to a fiat currency (typically the U.S. dollar) and intended for use in payments or transfers. The GENIUS Act aims to foster innovation in the stablecoin sector while ensuring financial stability, consumer protection, and compliance with AML standards.

The regulatory landscape for digital assets continues to evolve rapidly across different jurisdictions, and we may become subject to new laws and regulations that could materially affect our business operations, compliance obligations, and financial performance. For a comprehensive discussion of the risks that existing and future regulations pose to our business, including specific regulatory developments that may materially impact our operations, see “Item 1A. Risk Factors” of this Report.

Available Information

We file annual, quarterly, and current reports, proxy statements and other information with the SEC. Our SEC filings are available to the public over the Internet at the SEC’s website at www.sec.gov and are available for download, free of charge, when such reports are filed with or furnished to the SEC, on the “Investors”– “Financials”– “SEC Filings” page of our website at https://forum-markets.com. Copies of documents filed by us with the SEC are also available from us without charge, upon oral or written request to our General Counsel, who can be contacted at the address and telephone number set forth on the cover page of this Report. The information on, or that may be accessed through, our website is not incorporated by reference into this Report and should not be considered a part of this Report.

We use, and will continue to use, our website (https://forum-markets.com), press releases and various social media channels, including our X account (x.com/forummarkets) and our LinkedIn account (https://www.linkedin.com/company/forummarkets/), as additional means of disclosing public information to investors, the media and others interested in the Company. It is possible that certain information that we post on our website, disseminated in press releases and on social media could be deemed to be material information, and we encourage investors, the media and others interested in the Company to review the business and financial information that we post on our website and disseminate in press releases and on the social media channels identified above, as such information could be deemed to be material information. The contents on our website and our social media channels are not incorporated by reference into this Report and should not be considered a part of this Report.