false
--12-31
0001690080
0001690080
2026-04-23
2026-04-23
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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
23, 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 3.03. | Material Modification to Rights of Security Holders. |
The information set forth
under Item 5.03 is incorporated by reference into this Item 3.03.
| Item 5.03. | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On April 23, 2026, Forum Markets,
Incorporated (the “Company”) filed a Certificate of Elimination (the “Certificate of Elimination”)
with the Secretary of State of the State of Delaware, effecting the elimination of the Designations, Preferences, Limitations and Relative
Rights of Its Series B Convertible Preferred Stock (the “Certificate of Designations”), previously filed by the Company
with the Secretary of State of the State of Delaware on September 20, 2024. As of the date of filing, no shares of the Series B Convertible
Preferred Stock were issued or outstanding, and no shares thereof will be issued by the Company subject to the Certificate of Designations.
The Certificate of Elimination
became effective at 12:01 a.m. on April 24, 2026. The above description of the Certificate of Elimination is a summary and, as such, is
qualified in its entirety by reference to the full text of the Certificate of Elimination, which is filed as Exhibit 3.1 to this
Current Report on Form 8-K, and incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
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 24, 2026 |
By: |
/s/ John Saunders |
| |
Name: |
John Saunders |
| |
Title: |
Chief Financial Officer |
2
Exhibit 3.1
CERTIFICATE OF ELIMINATION
OF SHARES OF
SERIES B CONVERTIBLE PREFERRED STOCK,
OF
FORUM MARKETS, INCORPORATED
Pursuant to the provisions
of Section 151(g) of the General Corporation Law of the State of Delaware (the “DGCL”), it
is hereby certified that:
1. The
name of the corporation (hereinafter referred to as the “Company”) is Forum Markets, Incorporated, a Delaware
corporation.
2. The
designation of the series of shares of stock of the Company to which this certificate relates is the Series B Convertible Preferred Stock,
par value $0.0001 per share (the “Preferred Stock”) created by the filing of a Certificate of Designations (the
“Certificate of Designations”) filed in the office of the Secretary of State of the State of Delaware on September
30, 2024.
3. The
voting powers, designations, preferences, and the relative, participating, optional, or other rights, and the qualifications, limitations,
and restrictions of the Preferred Stock were provided for in resolutions adopted by the Board of Directors of the Company (the “Board”)
pursuant to authority expressly vested in it by the provisions of the Amended and Restated Certificate of Incorporation of the Company
(as amended, the “Certificate of Incorporation”). The Certificate of Designations setting forth said resolutions
have been heretofore filed with the Secretary of State of the State of Delaware pursuant to the provisions of Section 151(g) of
the DGCL.
4. The
Board, pursuant to a unanimous written consent to action of the Board, effective March 24, 2026, has adopted the following resolutions:
“WHEREAS,
the Board has determined it to be in the best interest of the Company to eliminate the Series B Convertible Preferred Stock, par value
$0.0001 per share (the “Eliminated Preferred Stock”), none of which is outstanding as of the date of these resolutions;
and
WHEREAS,
the Board has reviewed the draft Certificate of Elimination of the Eliminated Preferred Stock.
NOW, THEREFORE,
BE IT RESOLVED, that none of the Eliminated Preferred Stock are currently issued and outstanding and none shall be issued after the
date hereof.
FURTHER RESOLVED,
that pursuant to Section 151(g) of the DGCL, it is advisable and in the best interest of the Company to (i) eliminate
the previous designation of 1,000,000 shares of Series B Convertible Preferred Stock, none of which are outstanding as of the date hereof,
(ii) cause such shares of Eliminated Preferred Stock to resume the status of authorized but unissued shares of preferred stock of
the Company and (iii) eliminate all reference to the Eliminated Preferred Stock from the Company’s Certificate of Incorporation
filed with the Secretary of State of the State of Delaware.
FURTHER RESOLVED,
that the Authorized Officers be and each hereby is authorized and directed to execute and file a Certificate of Elimination setting forth
this resolution with the Secretary of State of the State of Delaware pursuant to the provisions of Section 151(g) of
the DGCL for the purpose of eliminating from the Certificate of Incorporation of the Company all reference to the said Eliminated Preferred
Stock.”
5. This
Certificate of Elimination shall be effective as of 12:01 a.m. Eastern Time on April 24, 2026.
IN WITNESS WHEREOF,
the Company has caused this Certificate of Elimination to be signed by a duly authorized officer, as of the 22nd day of April, 2026.
| |
FORUM MARKETS, INCORPORATED |
| |
|
|
| |
By: |
/s/ John Saunders |
| |
Name: |
John Saunders |
| |
Title: |
Chief Financial Officer |