Business Context and Reporting Period
Company: Forum Markets, Inc. (formerly ETHZilla Corporation and 180 Life Sciences Corp.)
Filing Type: Form 8-K (Current Report)
Date of Report: April 8, 2026
Reporting Period: Specific event date of April 8, 2026
Key Financial Metrics
This filing is a Current Report (Form 8-K) regarding a material definitive agreement and does not contain financial statements, revenue, profit, cash flow, margin, debt, or liquidity data. The filing text does not provide a clear value for any financial metrics.
Material Changes
The Company entered into a Second Amended and Restated Sales Agreement with its sales agents, Clear Street LLC and TCBI Securities, Inc. (Texas Capital Securities). The material changes include:
- Cessation of WKSI Program: The Company will cease all sales of Common Stock pursuant to the "WKSI Registration Statement" (File No. 333-289811) and its associated prospectus supplement.
- Reversion to Prior Program: Future sales under the "at the market" offering program will transition back to the "June Registration Statement" (File No. 333-288194) and the Initial Prospectus Supplement filed on August 13, 2025.
- Terms: No other material changes were made to the terms of the agreement as a result of this amendment.
Guidance, Outlook, and Risks
Management Commentary: The filing details the administrative transition of the equity offering program but provides no forward-looking guidance, outlook, or management commentary on business operations.
Risks and Contingencies: The filing does not disclose new risks or contingencies beyond the standard qualification that the description of the agreement is not complete and is subject to the full text of the agreement filed as Exhibit 10.1.
Investor Verification Checklist
- Verify the specific terms and conditions of the "June Registration Statement" (File No. 333-288194) to understand the constraints of the resumed offering program.
- Review the full text of the Second Amended and Restated Sales Agreement (Exhibit 10.1) for any non-material terms that may impact future capital raising.
- Confirm the current status of the Company's "at the market" offering program and any shares previously sold under the now-terminated WKSI program.
- Check subsequent filings for any financial impact resulting from the cessation of the WKSI program or the resumption of the June program.