Form 8-K

8-K — FORUM MARKETS Inc

Accession: 0001213900-26-041287

Filed: 2026-04-08

Period: 2026-04-08

CIK: 0001690080

SIC: 6199 (FINANCE SERVICES)

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — ea0285537-8k_forum.htm (Primary)

EX-99.1 — PRESS RELEASE, DATED APRIL 8, 2026, ANNOUNCING PARTICIPATION IN AI CHIP INFRASTRUCTURE FINANCING (ea028553701ex99-1.htm)

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UNITED STATES

SECURITIES AND EXCHANGE

COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION

13 OR 15(d) OF THE

SECURITIES EXCHANGE

ACT OF 1934

Date of Report (Date of

earliest event reported): April 8, 2026

FORUM MARKETS, INCORPORATED

(Exact name of registrant

as specified in its charter)

Delaware

001-38105

90-1890354

(State or Other Jurisdiction

of Incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

2875 South Ocean Blvd., Suite 200

Palm Beach, FL

33480

(Address of Principal Executive Offices)

(Zip Code)

(650) 507-0669

(Registrant’s telephone number, including area code)

(Former name or former

address, if changed since last report)

Check

the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under

any of the following provisions (see General Instruction A.2. below):

☐

Written

communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting

material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement

communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement

communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e 4(c))

Securities

registered pursuant to Section 12(b) of the Act:

Title

of each class

Trading

symbol(s)

Name

of each exchange on which registered

Common

Stock, par value $0.0001 per share

FRMM

The

Nasdaq Stock Market LLC

Indicate

by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405

of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging

growth company ☐

an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying

with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 8.01 Other Events.

On April 8, 2026, Forum Markets,

Incorporated (formerly ETHZilla Corporation, which was formerly 180 Life Sciences Corp.) (“Forum”) issued a press release

announcing its participation in an arrangement to deploy capital into short-term bridge loans financing the acquisition and deployment

of NVIDIA AI chips — the graphics processing units (GPUs) that power modern AI data centers. Forum has partnered with a third-party

AI infrastructure bridge credit originator that establishes a framework for the originator to present to Forum, on a deal-by-deal basis,

short-duration bridge financing opportunities. Any transaction presented under the arrangement would be subject to the negotiation and

execution of definitive agreements and Forum is not obligated to participate in any transaction. When Forum does invest, a loan origination

partner handles all aspects of managing the loan from origination through repayment on Forum’s behalf. The arrangement is intended

to target annualized returns in the mid-teens with repayment anticipated upon funding of such term take-out.

The first transaction contemplated

under the arrangement is expected to be an AI chip infrastructure loan to a U.S.-based neocloud operator. Forum expects to commit a minimum

of $25 million—and up to $50 million at its election—at an annualized rate of return in the mid-teens.

The yield generated through

Forum’s participation in the AI chip infrastructure bridge lending arrangement is expected to enhance the overall return profile

of Forum’s tokenized product pipeline.

A copy of the press release

is filed as Exhibit 99.1 to this Current Report on Form 8-K.

Forward-Looking Statements

This Current Report on Form

8-K contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, including

statements regarding the expected benefits of the GPU infrastructure bridge financing arrangement, expectations with respect to future

performance including expected yield on committed transactions, Forum’s ability to tokenize its investment positions, and growth

of Forum. Forward-looking statements are subject to numerous risks and uncertainties, many of which are beyond Forum’s control,

and actual results may differ materially. These statements may be preceded by, followed by, or include the words “believes,”

“estimates,” “expects,” “projects,” “forecasts,” “may,” “will,”

“should,” “seeks,” “plans,” “targets,” “scheduled,” “anticipates,”

“soon,” “goal,” “intends,” or similar expressions. Forward-looking statements are not guarantees of

future performance, and involve risks, uncertainties and assumptions that may cause our actual results to differ materially from the expectations

that we describe in our forward-looking statements.

Applicable risks and uncertainties

include, among others, the performance of GPU infrastructure financed under arrangements with the Company’s third-party origination

partner and the ability of the takeout lender to fulfill its pre-committed takeout obligations; the risk that anticipated yield on bridge

financing transactions is not realized; the risk that Forum is unable to tokenize its investment positions as anticipated; Forum’s ability to achieve profitable operations;

risks relating to Forum’s recent acquisitions; expectations regarding the capitalization, resources and ownership structure of Forum; the digital assets held by Forum; fluctuations in the market price of ETH; government regulation

of cryptocurrencies; changes in securities laws or regulations; changes in business, market, financial, political and regulatory conditions;

and other risks identified under the heading “Risk Factors” in Forum’s Annual Report on Form 10-K for the fiscal year

ended December 31, 2025, as well as other information Forum has filed or may file with the U.S. Securities and Exchange Commission (the

“SEC”). Readers are encouraged to read Forum’s filings with the SEC, available at www.sec.gov. The forward-looking statements

in this Current Report on Form 8-K speak only as of the date of this document, and Forum undertakes no obligation to update any forward-looking

statements except as required by law.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.

Exhibit

99.1

Press Release, dated April 8, 2026, announcing participation in AI chip infrastructure financing.

104

Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant

to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the

undersigned hereunto duly authorized.

FORUM MARKETS, INCORPORATED

Date: April 8, 2026

By:

/s/ McAndrew Rudisill

Name:

McAndrew Rudisill

Title:

Chief Executive Officer

EX-99.1 — PRESS RELEASE, DATED APRIL 8, 2026, ANNOUNCING PARTICIPATION IN AI CHIP INFRASTRUCTURE FINANCING

EX-99.1

Filename: ea028553701ex99-1.htm · Sequence: 2

Exhibit 99.1

Forum to Participate in AI Chip Infrastructure Financing to Purchase

NVIDIA GPUs; Targets Returns in the Mid-Teens

Forum intends to deploy capital into short-term AI chip infrastructure

loans and tokenize the loans through Forum’s digital asset platform

PALM BEACH, Fla., April 8, 2026 /PRNewswire/ — Forum Markets,

Incorporated (Nasdaq: FRMM) (“Forum”), a digital asset platform modernizing capital markets through the tokenization of real-world

assets on Ethereum, today announced that it has entered into an arrangement to deploy capital into short-term bridge loans financing the

acquisition and deployment of NVIDIA AI chips — the graphics processing units (GPUs) that power modern AI data centers — targeting

annualized returns in the mid-teens on its first committed deal.

AI chip operators need capital to purchase and deploy hardware well

before permanent financing becomes available when the infrastructure is installed and generating revenue. Short-term bridge loans fill

that gap and are repaid once a longer-term lender takes over.

“This is a straightforward way for Forum to grow revenue by establishing

additional pipelines of attractive high-yield institutional-grade assets for capital deployment and eventual tokenization on our platform,”

said McAndrew Rudisill, chairman and chief executive officer of Forum. “We are targeting annualized returns in the mid-teens on

short-duration loans backed by one of the fastest-growing infrastructure sectors in the world. And because we intend to tokenize a portion

of each deal, we expect to generate additional value by bringing that yield on chain for a broader set of investors. That’s exactly

how we want to deploy capital.”

AI chip infrastructure financing opportunities are identified and underwritten

by a third-party AI infrastructure bridge credit originator in partnership with USD.AI and made available to Forum on a deal-by-deal basis.

Forum reviews each opportunity and decides whether to participate — with no obligation to fund any specific deal. When Forum does

invest, a loan origination partner handles all aspects of managing the loan from origination through repayment on Forum’s behalf.

Each transaction is backed by a pre-committed loan takeout from USD.AI, an institutional term lender that steps in once the financed AI

chip infrastructure is up and running, providing a clear path to repayment on a 60- to 120-day bridge timeline.

Demand for AI chip-accelerated data center infrastructure

has grown dramatically alongside the rise of generative AI, with the global data center GPU market projected to expand from roughly $120

billion in 2025 to more than $228 billion by 20301. NVIDIA’s most recent data center revenue grew 75% year-over-year2,

reflecting the pace at which enterprises, cloud providers, and neocloud operators are racing to build and finance AI chip capacity. That

buildout requires significant short-term capital, and the financing structures to support it are still developing — creating an

opportunity for Forum to generate attractive yield by deploying capital into specialist bridge loans that will fill the gap between hardware

ordering and permanent financing.

1 MarketsandMarkets, “Data

Center GPU Market — Global Forecast to 2030,” May 2025. https://www.marketsandmarkets.com/Market-Reports/data-center-gpu-market-18997435.html

2 NVIDIA Corporation, “NVIDIA

Announces Financial Results for Fourth Quarter and Fiscal 2026,” February 25, 2026. https://nvidianews.nvidia.com/news/nvidia-announces-financial-results-for-fourth-quarter-and-fiscal-2026

First Deal:

The first transaction under the agreement is an AI chip infrastructure

loan to a U.S.-based neocloud operator. Forum expects to commit a minimum of $25 million — and up to $50 million at its election

— at an annualized rate of return in the mid-teens. The arrangement gives Forum the option to review and fund additional deals on

the same framework going forward. Given the strong demand for AI chip bridge financing, Forum believes it can significantly scale its

capital deployment into bridge loans in lockstep with its chip partners.

Enhancing Yield and Expanding the Token Platform

The yield generated through Forum’s participation in the AI chip

infrastructure bridge lending arranagement is expected to enhance the overall return profile of Forum’s tokenized product pipeline.

While AI chip infrastructure loans held for longer-term investment typically generate mid-single-digit yields, the short-duration bridge

loans under this arrangement are expected to produce annualized returns in the mid-teens — resulting in a higher blended yield across

Forum’s tokenized structures.

Forum has the option to tokenize some or all of its investment in any

deal through its digital asset liquidity platform, bringing institutional AI chip credit exposure on chain and making it accessible to

a broader set of investors. This reflects Forum’s broader economic model, which seeks to generate value at multiple points: yield

on assets prior to tokenization, origination and structuring economics, recurring asset management revenue, and transaction-based activity

as secondary market liquidity develops. The bridge lending arrangement contributes to the first of those — putting Forum’s

capital to work at attractive short-duration rates before any tokenization event occurs, establishing a repeatable deployment framework

that can grow significantly as additional AI GPU deals are originated by the platform.

About Forum

Forum Markets, Incorporated (Nasdaq: FRMM) is a digital asset platform

modernizing capital markets through the tokenization of institutional-grade real-world assets on Ethereum. The company structures and

brings cash-generating assets onto blockchain-based infrastructure to unlock liquidity, broaden investor access, and enable more efficient

primary issuance and secondary market activity. Forum integrates traditional asset management principles with scalable digital market

architecture as it builds a new framework for how real-world value is originated, accessed, and traded. For more information, visit www.forum-markets.com.

Forward-Looking Statements

This press release contains “forward-looking statements”

within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding the expected benefits of the

GPU infrastructure bridge financing arrangement, expectations with respect to future performance including expected yield on committed

transactions, Forum’s ability to tokenize its investment positions, and growth of Forum. Forward-looking statements are subject

to numerous risks and uncertainties, many of which are beyond Forum’s control, and actual results may differ materially. These statements

may be preceded by, followed by, or include the words “believes,” “estimates,” “expects,” “projects,”

“forecasts,” “may,” “will,” “should,” “seeks,” “plans,” “targets,”

“scheduled,” “anticipates,” “soon,” “goal,” “intends,” or similar expressions.

Forward-looking statements are not guarantees of future performance, and involve risks, uncertainties and assumptions that may cause our

actual results to differ materially from the expectations that we describe in our forward-looking statements.

Applicable risks and uncertainties include, among others, the performance

of GPU infrastructure financed under arrangements with the Company’s third-party origination partner and the ability of the takeout

lender to fulfill its pre-committed takeout obligations; the risk that anticipated yield on bridge financing transactions is not realized;

the risk that Forum is unable to tokenize its investment positions as anticipated; Forum’s ability to achieve profitable operations;

risks relating to Forum’s recent acquisitions; expectations regarding the capitalization, resources and ownership structure of Forum;

the digital assets held by Forum; fluctuations in the market price of ETH; government regulation of cryptocurrencies; changes in securities

laws or regulations; changes in business, market, financial, political and regulatory conditions; and other risks identified under the

heading “Risk Factors” in Forum’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, as well as

other information Forum has filed or may file with the U.S. Securities and Exchange Commission (the “SEC”). Readers are encouraged

to read Forum’s filings with the SEC, available at www.sec.gov. The forward-looking statements in this press release speak only

as of the date of this document, and Forum undertakes no obligation to update any forward-looking statements except as required by law.

Media and Investor Contact:

John Kristoff

SVP, Corporate Communications and IR

IR@forum-markets.com

# # #

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