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FORUM MARKETS Inc

FRMM
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Business Summary

Forum Markets, Incorporated (formerly ETHZilla Corporation) is a financial technology company focused on developing infrastructure to support the origination, financing, and distribution of real-world assets (RWAs) through blockchain-enabled capital markets . The company's strategy centers on integrating traditional financial asset markets with blockchain-based infrastructure to enable the tokenization of income-generating RWAs such as consumer credit, equipment finance assets, and other contractual cash-flow streams . Tokenization involves representing ownership interests or economic rights in RWAs through digital tokens on blockchain networks, utilizing Ethereum and related Layer-2 scaling protocols for improved transparency, programmability, and efficient settlement . The company aims to build an integrated platform connecting asset origination, institutional financing, regulated digital asset infrastructure, and global growth-oriented capital markets .

The core business model of Forum Markets is evolving to generate revenue from several sources related to its RWA tokenization platform. These include net yield from holding assets prior to tokenization, origination or issuance fees when tokenized income products are created and sold, ongoing asset management fees, and transaction-based fees from secondary trading . The company's primary customer segments are not explicitly detailed but are implied to be institutional financing sources and global growth-oriented capital markets for distribution of tokenized financial instruments .

For the fiscal year ended December 31, 2025, Forum Markets reported total revenue of $6.547 million , which was entirely derived from staking and related incentive activities following its strategic transition in the second half of 2025 . This represents a significant increase from $0 in revenue for the year ended December 31, 2024 . Staking revenue contributed $2.6 million , while incentive revenue accounted for $3.9 million . The company reported a total operating expense of $239.997 million , resulting in a loss from operations of $(233.450) million . Net loss from continuing operations was $(443.531) million , and the total net loss for the period was $(450.521) million . Basic and diluted net loss per common share from continuing operations was $(54.32) , and from discontinued operations was $(0.86) . As of December 31, 2025, cash and cash equivalents stood at $8.018 million , with restricted cash equivalents of $1.016 million . The fair value of combined digital asset holdings was approximately $242.6 million , consisting of ETH, liquid staking incentive tokens, and liquid staked ETH . Total assets were $306.297 million , and total liabilities were $66.879 million . The company had a working capital deficit of $52.8 million .

Comparing 2025 to 2024, revenue increased from $0 to $6.547 million , reflecting the shift to a digital asset-focused business model. General and administrative expenses surged from $4.419 million in 2024 to $239.997 million in 2025 , primarily due to a $209.0 million increase in stock-based compensation . Dividend income of $1.231 million and interest income of $4.545 million were recognized in 2025, with no comparable amounts in 2024 . The company incurred a change in fair value of convertible debt of $(103.892) million and digital asset losses of $(21.147) million in 2025, which were not present in 2024. Net loss from discontinued operations decreased from $(3.554) million in 2024 to $(6.990) million in 2025 , while a deemed dividend of $(8.012) million in 2024 had no comparable amount in 2025 .

During 2025, Forum Markets underwent a significant strategic transformation. In the third quarter of 2025, the company shifted its business strategy to prioritize acquiring, structuring, and tokenizing RWAs, deploying ETH in DeFi protocols for yield, and owning cash-flowing assets . Concurrently, it ceased commercialization of its blockchain-enabled iGaming platform and divested its legacy pharmaceutical research business . Key financial developments included a $300 million private placement of common stock and pre-funded warrants , a $156.25 million senior secured convertible note offering in August 2025 , and an additional $360 million in September 2025 . All outstanding Convertible Notes were repurchased and redeemed in December 2025 . The company also authorized a $250 million stock repurchase program and effected a 1-for-10 reverse stock split in October 2025 . Strategic partnerships and equity stakes were established with Satschel, Inc. (15% fully-diluted stake) , Karus, Inc. (20% fully-diluted stake) , and Zippy, Inc. (15% fully-diluted stake) to support RWA tokenization efforts. Post-period, in January 2026, the company acquired two CFM56-7B24 aircraft engines for $12.2 million and 95 manufactured and modular home loans for $4.7 million . In February 2026, it launched a private offering of up to approximately $11.7 million in Eurus Aero Tokens I . In March 2026, a warehouse facility of up to $10.0 million was established to finance auto loan receivables , and a Master Loan Purchase Agreement committed to purchase up to $150.0 million in manufactured home chattel loan receivables over five years .

Business Outlook

Forum Markets expects its revenues to be primarily driven by the continued development of its tokenization strategies . The company is in the early stages of developing and scaling its RWA tokenization strategy, and the timing, magnitude, and sustainability of revenues from these activities will depend on factors such as market adoption, regulatory considerations, and the availability of distribution and secondary trading infrastructure .

A major growth vector for Forum Markets is its RWA tokenization strategy, which began building in the third quarter of 2025 . The company intends to acquire or source real-world, cash-flowing assets and structure them into tokenized income products for issuance on Ethereum Layer 2 networks and blockchain . Distribution and secondary trading of these tokenized income products are expected to occur primarily through Liquidity.io, an SEC-registered alternative trading system operated by a regulated broker-dealer in whose parent company, Satschel, Inc., Forum Markets owns a 15% fully-diluted stake . The total addressable market for the tokenization of RWAs is projected to be $2 trillion to $5 trillion for the fiscal year ended December 31, 2026 . The company has chosen to initially focus on specific areas: auto loans (with expansion into consumer credit), manufactured home loans (with future potential for mortgages), aerospace equipment (with prospects for maritime and other heavy equipment markets), and land and commercial real estate (with ability to expand into broader real estate) . Strategic partnerships with Karus and Zippy have expanded access to high-quality, scalable credit assets like auto loans and manufactured home loans, establishing a foothold in these focus areas .

Another growth area involves leveraging its digital asset holdings. The company deployed its ETH across staking, lending, and advanced DeFi protocols to generate yields . Through proprietary protocol implementations, it facilitated DeFi transactions and asset digitization across multiple Layer 2 Ethereum networks . Partnerships with Electric Capital and liquid restaking leaders like Puffer and etherFi are expected to generate returns on ETH reserves while providing security and capital efficiency . However, the company does not expect staking to be a primary yield generation strategy going forward .

Operationally, the company expects increased volatility in its financial results due to the adoption of ASU 2023-08, which requires measuring ETH holdings at fair value with changes recognized in net income . Stock-based compensation was elevated in 2025 due to large equity grants and accelerated vesting events, with a significant portion being non-recurring or front-loaded . Management has identified a material weakness in internal control over financial reporting related to controls over the classification and technical accounting review of significant, one-time accounting transactions . Remediation steps include implementing an added layer of technical review by an internal financial reporting director and hiring additional third-party accounting consultants . The company implemented a new ERP system, NetSuite, in the fourth quarter of 2025, and integrated automated systems to improve internal control over financial reporting .

Regarding capital allocation, the company authorized a stock repurchase program for up to $250.0 million of its common stock, scheduled to expire upon the earliest of June 30, 2026, when the maximum amount is repurchased, or when discontinued by the Board . Since August 22, 2025, the company has purchased an aggregate of 2,099,471 shares for an average price of $22.79 . The company has never paid cash dividends on its common stock and does not anticipate paying any in the foreseeable future, intending to retain available cash to fund business development and growth . Future capital requirements will depend on operating performance, market conditions, and the execution of its treasury strategy, including potential periods of digital asset price volatility . The company may pursue additional offering transactions, including common stock, warrant coverage, or other convertible securities, to fund operations and financing obligations .

Risk Factors

Forum Markets faces several material risks. Regulatory uncertainty regarding ETH, digital assets, and tokenized instruments is significant, with evolving and inconsistent positions from authorities like the SEC and CFTC, which could lead to increased compliance costs, operational restrictions, reduced liquidity, or adverse impacts on asset prices . The company's RWA tokenization strategy has a limited operating history, and its success depends on market acceptance, liquidity, reliable infrastructure, and regulatory developments, with potential for significant price volatility and limited liquidity in tokenized securities . There is a risk that Forum Markets could be deemed an investment company under the Investment Company Act of 1940, as a substantial portion of its assets are digital assets, including ETH, which currently represent more than 40% of its total assets . Such a classification could require the company to dispose of assets, restrict operations, or materially alter its business strategy . The concentration of digital assets with custodians and service providers, including a single custodian from time to time, exposes the company to risks of insolvency, non-performance, and limited insurance coverage, with maximum exposure to loss related to these concentrations, assuming complete nonperformance, consisting of approximately $7.5 million in cash and cash equivalents, $61.6 million in digital assets held with third-party custodians, and $181.0 million in staking receivables . Security breaches or cyberattacks are a particular concern, potentially leading to loss of digital assets, reputational harm, regulatory scrutiny, and disruptions to tokenization activities, with transactions generally irreversible . The company operates with a limited number of employees, which subjects it to significant resource constraints, potentially hindering compliance with public company regulations and effective operational management, and increasing the risk of errors or fraud in internal controls . The company has identified a material weakness in internal control over financial reporting related to controls over the classification and technical accounting review of significant, one-time accounting transactions .

Management Priorities

Management's message to shareholders emphasizes a significant strategic shift during 2025 and early 2026, moving away from legacy biotechnology and gaming operations towards a financial technology company focused on developing infrastructure for blockchain-enabled capital markets and the tokenization of real-world assets. The company has rebranded to Forum Markets, Incorporated to reflect this evolving strategy of modernizing capital markets through RWA tokenization. Management explicitly states that long-term value creation in blockchain-enabled financial markets will be driven primarily by operating businesses that originate and structure income-generating assets, rather than by passive digital asset holdings. The company's strategic priorities include building and operating platforms to originate and finance real-world financial assets for distribution through tokenized capital markets, leveraging strategic partnerships to scale its tokenization business, and generating revenue through asset yield, origination/issuance fees, asset management fees, and secondary trading transaction fees. Management has also highlighted the significant capital raising activities undertaken in 2025, generating approximately $860.0 million, which materially improved its liquidity position and alleviated substantial doubt about its ability to continue as a going concern as of December 31, 2025. For the upcoming period, management expects revenues to be driven primarily by the continued development of the company's tokenization strategies, with the total addressable market for RWA tokenization projected to be $2 trillion to $5 trillion for the fiscal year ended December 31, 2026.

View Source Annual Report on SEC.gov ↗

References

  1. [1] Item 1, Business — Overview
  2. [2] Item 1, Business — Overview
  3. [3] Item 1, Business — Overview
  4. [4] Item 1, Business — Overview
  5. [5] Item 1, Business — Revenue Model
  6. [6] Item 1, Business — Overview
  7. [7] Item 7, MD&A — Consolidated Results of Operations
  8. [8] Item 7, MD&A — Revenue
  9. [9] Item 7, MD&A — Consolidated Results of Operations
  10. [10] Item 7, MD&A — Revenue
  11. [11] Item 7, MD&A — Revenue
  12. [12] Item 7, MD&A — Consolidated Results of Operations
  13. [13] Item 7, MD&A — Consolidated Results of Operations
  14. [14] Item 7, MD&A — Consolidated Results of Operations
  15. [15] Item 7, MD&A — Consolidated Results of Operations
  16. [16] Item 7, MD&A — Consolidated Statements of Operations and Comprehensive Loss
  17. [17] Item 7, MD&A — Consolidated Statements of Operations and Comprehensive Loss
  18. [18] Item 7, MD&A — Liquidity and Capital Resources
  19. [19] Item 3, Summary of Significant Accounting Policies — Cash, Cash Equivalents and Restricted Cash Equivalents
  20. [20] Item 1, Business — Our Holdings
  21. [21] Item 1, Business — Our Holdings
  22. [22] Item 7, MD&A — Consolidated Balance Sheets
  23. [23] Item 7, MD&A — Consolidated Balance Sheets
  24. [24] Item 7, MD&A — Cash Flows
  25. [25] Item 7, MD&A — Consolidated Results of Operations
  26. [26] Item 7, MD&A — Consolidated Results of Operations
  27. [27] Item 7, MD&A — General and Administrative
  28. [28] Item 7, MD&A — Consolidated Results of Operations
  29. [29] Item 7, MD&A — Consolidated Results of Operations
  30. [30] Item 7, MD&A — Dividend Income
  31. [31] Item 7, MD&A — Consolidated Results of Operations
  32. [32] Item 7, MD&A — Consolidated Results of Operations
  33. [33] Item 7, MD&A — Consolidated Results of Operations
  34. [34] Item 7, MD&A — Consolidated Results of Operations
  35. [35] Item 1, Business — Company Developments
  36. [36] Item 1, Business — Company Developments
  37. [37] Item 1, Business — Company Developments
  38. [38] Item 1, Business — Company Developments
  39. [39] Item 1, Business — Company Developments
  40. [40] Item 1, Business — Company Developments
  41. [41] Item 1, Business — Company Developments
  42. [42] Item 1, Business — Company Developments
  43. [43] Item 1, Business — Our RWA Tokenization Strategy
  44. [44] Item 1, Business — Our RWA Tokenization Strategy
  45. [45] Item 7, MD&A — Recent Events — Zippy Purchase Agreement
  46. [46] Item 7, MD&A — Recent Events — Aircraft Engine Purchase Agreement
  47. [47] Item 7, MD&A — Recent Events — Zippy Manufactured Home Loan Portfolio Acquisition
  48. [48] Item 7, MD&A — Recent Events — Eurus Aero Token I Offering
  49. [49] Item 7, MD&A — Recent Events — Warehouse Facility Agreement
  50. [50] Item 7, MD&A — Recent Events — Zippy Master Loan Purchasing Agreement, Master Loan Servicing Agreement and Initial Purchase Commitment
  51. [51] Item 7, MD&A — Revenue
  52. [52] Item 7, MD&A — Key Factors Affecting Performance
  53. [53] Item 1, Business — Our RWA Tokenization Strategy
  54. [54] Item 1, Business — Our RWA Tokenization Strategy
  55. [55] Item 1, Business — Our RWA Tokenization Strategy
  56. [56] Item 1, Business — Our RWA Tokenization Strategy
  57. [57] Item 1, Business — Our RWA Tokenization Strategy
  58. [58] Item 1, Business — Our RWA Tokenization Strategy
  59. [59] Item 1, Business — ETH Deployment Strategy
  60. [60] Item 1, Business — ETH Deployment Strategy
  61. [61] Item 1, Business — ETH Deployment Strategy
  62. [62] Item 3, Summary of Significant Accounting Policies — ETH Staking
  63. [63] Item 1A, Risk Factors — Changes in the accounting treatment of our ETH holdings and the application of fair value accounting could materially increase the volatility of our results and adversely affect the market price of our common stock.
  64. [64] Item 7, MD&A — General and Administrative
  65. [65] Item 1A, Risk Factors — We have in the past, and may in the future, identify material weaknesses in our disclosure controls and procedures and internal control over financial reporting.
  66. [66] Item 1A, Risk Factors — We have in the past, and may in the future, identify material weaknesses in our disclosure controls and procedures and internal control over financial reporting.
  67. [67] Item 9A, Controls and Procedures — Changes in Internal Control over Financial Reporting
  68. [68] Item 1A, Risk Factors — Our stock repurchases are discretionary and even if effected, they may not achieve the desired objectives.
  69. [69] Item 1A, Risk Factors — Our stock repurchases are discretionary and even if effected, they may not achieve the desired objectives.
  70. [70] Item 1A, Risk Factors — We have never paid dividends on our common stock, and we do not anticipate paying any cash dividends in the foreseeable future.
  71. [71] Item 7, MD&A — Liquidity Management Strategy
  72. [72] Item 7, MD&A — Liquidity Management Strategy
  73. [73] Item 1A, Risk Factors — Regulatory uncertainty regarding ETH, our digital assets treasury strategy and our tokenization activities could subject us to additional regulation, enforcement actions and significant compliance costs, require us to materially change or cease certain operations, and adversely affect the market price of ETH and our securities.
  74. [74] Item 1A, Risk Factors — Our business strategy has a limited operating history and volatility in the price of our tokenized securities could materially and adversely affect our financial results and the market price of our common stock.
  75. [75] Item 1A, Risk Factors — If we were deemed to be an investment company under the Investment Company Act, applicable restrictions likely would make it impractical for us to continue our business as currently conducted.
  76. [76] Item 1A, Risk Factors — If we were deemed to be an investment company under the Investment Company Act, applicable restrictions likely would make it impractical for us to continue our business as currently conducted.
  77. [77] Item 3, Summary of Significant Accounting Policies — Concentrations of Credit Risk
  78. [78] Item 1A, Risk Factors — Security breaches or cyberattacks could result in loss of our digital assets and disrupt our tokenization activities.
  79. [79] Item 1A, Risk Factors — Our limited number of employees subjects us to significant resource constraints, which may hinder our ability to comply with public company regulations and manage our operations effectively.
  80. [80] Item 1A, Risk Factors — We have in the past, and may in the future, identify material weaknesses in our disclosure controls and procedures and internal control over financial reporting.

Analysis on 5/21/2026