FORUM MARKETS Inc 8-K

What Happened
Forum Markets, Inc. (FRMM) announced on June 30, 2026 that it and Zippy, Inc. entered Side Letter Amendment No. 2 to the Series B‑3 Preferred Stock Purchase Agreement (originally dated Dec. 9, 2025, and previously amended Mar. 25, 2026). The amendment replaces a single “final make‑whole” true‑up date (originally June 30, 2026) with three separate true‑up/settlement dates: July 31, 2026; September 30, 2026; and December 31, 2026. For each period Zippy may sell up to a specified number of shares (up to 285,714 shares per sell period) and Forum Markets must pay any applicable make‑whole cash amount within ten business days after receiving Zippy’s settlement statement (and no later than ten business days after each true‑up date).

Key Details

• Amendment Date: June 30, 2026; original agreement dated Dec. 9, 2025 (previously amended Mar. 25, 2026).
• Three true‑up dates: July 31, 2026; Sept. 30, 2026; Dec. 31, 2026.
• Per‑period sell limit: up to 285,714 shares may be sold by Zippy per sell period; unsold eligible shares can carry forward.
• Make‑whole calculation: for periods 1 & 2 = (shares sold × $10.50) − gross proceeds from sales; period 3 also allows retained‑share treatment measured against the 10‑day VWAP before Dec. 31, 2026. Payments due within 10 business days; three pools are non‑overlapping and aggregate payment capped so Zippy receives no more than $10.50 per original share.
• Conforming changes: timely payment of the three make‑whole amounts satisfies the agreement’s Final Make Whole Amount for certain forfeiture provisions; Zippy’s monthly stock transaction reporting covenant extended through Dec. 31, 2026.

Why It Matters
This amendment changes the timing and measurement of potential cash obligations tied to the preferred‑stock consideration, spreading the company’s exposure across three dates rather than a single true‑up. For investors, that means any cash payments by Forum Markets to Zippy will depend on actual sale proceeds and market price performance at each period—if Zippy’s sale proceeds are below the guaranteed $10.50 per share, Forum Markets may owe cash to make up the difference. The structure limits double recovery and caps the aggregate obligation to the equivalent of $10.50 per original share, and extending reporting requirements increases visibility into Zippy’s stock sales.