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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 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 BeachFL
  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

 

Exhibit Number   Description
3.1   Certificate of Elimination relating to the Series B Convertible Preferred Stock of Forum Markets, Incorporated, filed with the Secretary of State of Delaware on April 23, 2026.
104   Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

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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

 

 

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