8-KAccepted Oct 5, 8:04 AM ET
Forum Markets: enters joint venture with Edge Node
Accepted (ET)
8:04 AM
Oct 5, 2026
Filed
Oct 5, 2026
Documents
33
Size
8.2 MB
Summary
Forum Markets: enters joint venture with Edge Node
What happened
- On Oct 2, 2026, Forum Markets, Incorporated and Edge Node Inc. entered into the First Amended and Restated Limited Liability Company Agreement as members of Forum Edge AI LLC. Forum is the sole manager and holds a 51% membership interest; Edge Node holds a 49% membership interest.
- The agreement establishes a strategic partnership framework for data center real estate, compute infrastructure and compute reseller arrangements. The company issued a press release on Oct 5, 2026 and made an investor presentation available relating to the joint venture.
Key details
- Forum will make and receive capital contributions to fund project-level LandCo and EquipCo investments in proportion to its 51% interest; Edge Node will fund in proportion to its 49% interest.
- Equity exchange: after the effective date and upon achievement of specified performance milestones, Forum will issue shares of common stock representing 9.95% of Forum’s outstanding shares as of Oct 2, 2026 to Edge Node, and Forum will receive 9.95% of Edge Node’s fully diluted equity.
- The agreement includes a distribution waterfall for project cash, remedies if a member fails to fund capital contributions (including member loans and equity reallocation), buyout rights (a Forum call right and an Edge Node put right at formula price), mutual exclusivity covenants in the United States, a right of first refusal for Forum on future acquisitions and compute capacity, an exclusive royalty-free license of Edge Node background intellectual property to the joint venture, and Forum drag-along rights.
Why it may matter
- This Item 1.01 entry reports a material definitive agreement that creates Forum Edge AI LLC and sets governance, capital contribution obligations, an equity exchange, buyout and exclusivity provisions. The filing also includes Item 7.01 Regulation FD disclosure (press release) and Item 8.01 other events (investor presentation).
- The filing does not show why the insider traded or why the company acted.