FORUM MARKETS Inc (FRMM): Entry into a Material Definitive Agreement
FORUM MARKETS Inc (FRMM) filed an SEC Form 8-K — Entry into a Material Definitive Agreement. EX-10.1 2 ea029663601ex10-1.htm SIDE LETTER AMENDMENT NO. 2 TO SERIES B-3 PREFERRED STOCK PURCHASE AGREEMENT, DATED AS OF JUNE 30, 2026, BY AND BETWEEN FORUM MARKETS, INC. AND ZIPPY, INC Exhibit 10.1 SIDE LETTER AMENDMENT NO. 2 TO SERIES B-3 PREFERRED STOCK PURCHASE AGREEMENT Thi
How this was made
The 30-second read
Why it matters
By replacing a single June 30, 2026 true-up date with three separate measurement/payment dates and allowing Zippy to sell across three periods with independent make-whole protection, the amendment changes when FRMM could be required to pay cash and how sensitive that payment is to FRMM’s stock price during each window.
Market read
Contractual change can affect expectations for future cash outflows and stock-price-linked contingent payments, but the excerpt lacks an expected dollar amount.
What to watch
Traders should model how the three sell periods (July 31, Aug 1–Sept 30) interact with FRMM’s volatility and any concurrent corporate actions that could move the VWAP/market price used in the make-whole calculation.
Background
The 8-K reports entry into a Side Letter Amendment No. 2 to a Series B-3 Preferred Stock Purchase Agreement between Forum Markets (formerly ETHZilla) and Zippy, modifying the “Final Make Whole Amount” mechanics.
Ticker impact
Forum Markets entered Side Letter Amendment No. 2 that restructures Zippy’s make-whole true-up into three sell/measurement dates through Sept. 30, 2026.
Likely limited immediate price impact, but it can shift expectations around future cash outflows and stock-price sensitivity into 2H26.
This is a fresh 8-K disclosure with specific contractual mechanics (trifurcated true-up, share sell windows, $10.50 per-share guarantee). However, the excerpt does not quantify the expected make-whole amount, limiting magnitude assessment.
Market effects
Minimal sector read-through; this is company-specific financing/stock-compensation-style contract mechanics.
None indicated.
None indicated.
Counterpoint
Because the make-whole is contingent on Zippy’s realized sale proceeds versus a fixed $10.50 guaranteed amount, the amendment may reduce uncertainty without materially increasing expected cash outflow.
Key entities
- companyFORUM MARKETS, INC.
Subject of the 8-K; amends the make-whole true-up mechanics tied to its common stock performance.
- companyZIPPY, INC.
Counterparty that may sell designated Forum shares across the three true-up sell periods.
