FORUM MARKETS Inc
For the period ended Dec 31, 2025. Filed Apr 1, 2026.
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FY2025 · Filed Apr 1, 2026
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Item 9B. Other Information
(a) Form 8-K Information. Because this Report is being filed within 4 business days from the date of the reportable event discussed below, we have elected to make the following disclosures in this Report instead of in a Current Report on Form 8-K under Items 1.01, Item 2.01 and Item 8.01:
Item 1.01 Entry into a Material Definitive Agreement.
On March 25, 2026, the Company and Zippy entered into the Side Letter Amendment to the Zippy Purchase Agreement. The Zippy Side Letter Amendment extends the Midpoint True-Up Window, originally scheduled to expire on March 30, 2026, to the earlier of (i) April 30, 2026, or (ii) 30 days following the date on which Forum’s 10-K Blackout Period is formally terminated. The extension was effectuated to ensure regulatory compliance, account for the overlap between Midpoint True-Up Period and Forum’s mandatory blackout period associated with the filing of its Form 10-K, and the Parties desire to extend the Midpoint True-Up Period to align the true-up mechanics with the conclusion of the blackout period. The Zippy Side Letter Amendment is filed as Exhibit 10.66 to this Report.
Item 2.01 Completion of Acquisition or Disposition of Assets.
On March 27, 2026, the Company, through its wholly-owned subsidiary, Eurus Aerospace, acquired one CFM International model CFM56-5B5/P aircraft engine, together with all parts, engine records and engine stands associated therewith, from Aero Engine Solutions, Inc., pursuant to the terms of an Engine Sale and Purchase Agreement dated March 27, 2026. The Engine was acquired for $6.35 million, which was payable in cash.
Eurus Aerospace entered into certain Lease Agreements with a major airline, as lessee, following the acquisition of the Engine, to evidence the lease of such Engine to that airline.
The Company also entered into a Service Agreement Supplement with the Servicer in connection with the purchase, whereby the Servicer agreed to manage the Engine on behalf of the Company during the duration of the above referenced leases, in exchange for a monthly servicing fee, and also provided for the right of the Company (but not the obligation) to require the Servicer (or the Servicer’s designated affiliate) to purchase the Engine from the Company for a $3.0 million option price, following the expiration or earlier termination of the leases with respect to such Engine; and the right of the Servicer (but not the obligation) to require the Company to sell the Engine to the Servicer (or the Servicer’s designated affiliate) for $3.0 million, following the expiration or earlier termination of the leases with respect to such Engine, in each case provided that such Engine is in the condition required by the terms of the agreement.
Item 8.01 Other Events.
On March 30, 2026, the Company, CannBioRex, and Jagdeep Nanchahal (a former consultant of the Company) entered into a Confidential Settlement and Release Agreement. The parties disputed compensation due and the status of certain consultancy agreements dating back to February 2021. Under the terms of the settlement, CannBioRex agreed to pay Mr. Nanchahal a total of £120,000 (inclusive of VAT) in exchange for a full release of all claims and the mutual termination of all prior consultancy agreements. The settlement does not constitute an admission of liability by any party. At the time of the settlement, the Company had accrued liabilities of $1.5 million related to these consultancy agreements. Therefore, this settlement is expected to result in a gain of approximately $1.34 million, which will be recorded in the first quarter of 2026.
(b) Rule 10b5-1 Trading Plans*.*During the quarter ended December 31, 2025, none of the Company’s directors or officers (as defined in Rule 16a-1(f))adopted orterminated any contract, instruction or written plan for the purchase or sale of Company securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any “non-Rule 10b5-1 trading arrangement.”
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