Form 8-K

8-K — FORUM MARKETS Inc

Accession: 0001213900-26-044927

Filed: 2026-04-17

Period: 2026-04-15

CIK: 0001690080

SIC: 6199 (FINANCE SERVICES)

Item: Regulation FD Disclosure

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — ea0286791-8k_forum.htm (Primary)

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8-K — CURRENT REPORT

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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 15, 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 ☐

If 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 7.01. Regulation FD Disclosure.

April 17, 2026, Forum Markets, Incorporated (formerly ETHZilla Corporation, which was formerly 180 Life Sciences Corp.) (“Forum”

or the “Company”) issued a press release announcing (i) the reinitiation of the Company’s share repurchase program,

(ii) the formation of a special committee (the “Special Committee”) comprised entirely of independent members of the

Company’s Board of Directors (the “Board”) to evaluate proposals to maximize shareholder value and (iii) the

retention of Clear Street LLC (“Clear Street”) as the Company's independent financial advisor, each as more fully described

below in Item 8.01. A copy of the press release is attached as Exhibit 99.1 to this Current Report and incorporated into this Item 7.01

by reference.

The

information in this Item 7.01, including Exhibit 99.1 attached hereto, shall not be deemed “filed” for purposes of Section

18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities

of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities

Act”), except as expressly set forth by specific reference in such filing.

Item 8.01. Other Events.

Reinitiation of Share Repurchase Program

On April 15, 2026, the Board

unanimously authorized the reinitiation of the Company's share repurchase program, effective April 15, 2026, including authorization for

repurchases in volumes that may exceed the limitations of the Rule 10b-18 safe harbor under the Securities Exchange Act of 1934, as amended.

The Board views share repurchases at current price levels as a direct and immediate expression of its conviction in Forum’s intrinsic

value.

Formation of a Special Committee

The Board has established

a Special Committee comprised entirely of independent directors — Angela Dalton, Michael Edwards, and Jason New — to evaluate

proposals aimed at narrowing the gap between the Company’s current market value and the intrinsic value of its business, and to

identify the optimal outcome for shareholders. The Special Committee will engage with parties who have approached the Company to date

and evaluate proposals therefrom.

Additionally, the Special

Committee has been authorized to examine the full range of value-maximizing pathways available to the Company, including:

· Potential mergers with or acquisitions of private companies

that are strategically aligned and/or with transformational potential;

· The sale of the Company or material assets of the Company;

· Partnerships with new capital partners to accelerate Forum’s

growth and platform development; or

· Return of substantially all of the Company’s capital

and assets to shareholders, in an orderly fashion and in a form to be determined, in the event that no other proposal meets the Committee’s

valuation threshold.

Retention of Clear Street

The

Board has retained Clear Street as its independent financial advisor to evaluate proposals under consideration, provide rigorous third-party

valuation analysis, and broaden the scope of strategic opportunities available to the Company. Clear Street will support the Special Committee

in its deliberations and assist in identifying and evaluating potential counterparties and transaction structures.

Continued Execution

of Business Plan

Forum will continue to

execute across its business lines and pursue revenue and cash flow growth throughout this process. Management remains fully focused on

execution and on growing the business.

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 timing and amount of purchases under the share repurchase program, if any, the evaluation of strategic

alternatives and the timing, completion, and terms of a strategic transaction, if any, and our ability to maximize the company’s

value. 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 ability to find a strategic transaction on acceptable terms; 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; 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 17, 2026.

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 17, 2026

By:

/s/ McAndrew

Rudisill

Name:

McAndrew Rudisill

Title:

Chief Executive Officer

EX-99.1 — PRESS RELEASE, DATED APRIL 17, 2026

EX-99.1

Filename: ea028679101ex99-1.htm · Sequence: 2

Exhibit 99.1

Forum Board Reinitiates Share Repurchase Program;

Forms Special

Committee of Independent Directors to Evaluate Proposals to Maximize Shareholder Value

PALM BEACH, Fla., April 17, 2026 /PRNewswire/ — Forum Markets,

Incorporated (Nasdaq: FRMM) (“Forum”, “the Company”), a digital asset platform modernizing capital markets through

the tokenization of real-world assets, today announced a series of Board-authorized actions to maximize value for all shareholders. The

Board and management team remain highly confident in Forum’s business model, the long-term opportunity in tokenized real-world assets,

and the Company’s ability to generate revenue and cash flow as a standalone enterprise. At the same time, the Board believes it’s

in the best interest of shareholders to evaluate all opportunities to close the current gap between the Company’s market capitalization

and its intrinsic value and has taken the following concrete steps to do so.

Reinitiation of Share Repurchase Program

The Board unanimously authorized the reinitiation of the Company’s

share repurchase program, effective April 15, 2026, including authorization for repurchases in volumes that may exceed the limitations

of the Rule 10b-18 safe harbor under the Securities Exchange Act of 1934, as amended. The Board views share repurchases at current price

levels as a direct and immediate expression of its conviction in Forum’s intrinsic value.

Formation of a Special Committee

The Board has established a Special Committee comprised entirely of

independent directors — Angela Dalton, Michael Edwards, and Jason New — to evaluate proposals aimed at narrowing the gap between

the Company’s current market value and the intrinsic value of its business, and to identify the optimal outcome for shareholders.

The Special Committee will engage with parties who have approached the Company to date and evaluate proposals therefrom.

Additionally, the Special Committee has been authorized to examine

the full range of value-maximizing pathways available to the Company, including:

● Potential mergers with or acquisitions of private companies

that are strategically aligned and/or with transformational potential;

● The sale of the Company or material assets of the Company;

● Partnerships with new capital partners to accelerate Forum’s

growth and platform development; or

● Return of substantially all of the Company’s capital

and assets to shareholders, in an orderly fashion and in a form to be determined, in the event that no other proposal meets the Committee’s

valuation threshold.

Retention of Clear Street Investment Banking

The Board has retained Clear Street Investment Banking as its independent

financial advisor to evaluate proposals under consideration, provide rigorous third-party valuation analysis, and broaden the scope of

strategic opportunities available to the Company. Clear Street will support the Special Committee in its deliberations and assist in identifying

and evaluating potential counterparties and transaction structures.

Continued Execution of Business Plan

Forum will continue to execute across its business lines and pursue

revenue and cash flow growth throughout this process. Management remains fully focused on execution and on growing the business.

About Forum

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

modernizing capital markets through the tokenization of institutional-grade real-world assets. 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; 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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