Executive Summary

Forum Markets, Inc., formerly known as ETHZilla Corporation, has undergone a transformative year, completing a major rebranding and pivoting its business model to focus on digital asset infrastructure, tokenization of real-world assets (RWAs), and blockchain-enabled capital markets. The company’s 2025 Annual Report details a strategic overhaul, risk landscape, and operational highlights that are essential reading for current and prospective shareholders.

Key Highlights for Investors

• Corporate Rebranding and Strategic Shift:
  The company changed its name to Forum Markets, Inc. on February 25, 2026, and began trading on Nasdaq under the ticker “FRMM”. This marks a decisive shift from its legacy biotech and gaming operations to a singular focus on digital asset infrastructure and tokenization initiatives.
• Business Model Transformation:
  Forum Markets is now structured as a financial technology company aiming to develop integrated platforms that connect asset origination, institutional financing, regulated digital asset infrastructure, and global capital markets. The company’s current activities include acquiring and structuring RWAs, deploying Ethereum (ETH) in decentralized finance (DeFi) protocols for yield, and owning cash-flowing assets to support tokenization strategies.
• Divestiture of Legacy Businesses:
  Forum Markets has exited its pharmaceutical research and iGaming technology platform businesses, consolidating its resources around digital asset operations.
• Single Operating Segment:
  The company now operates as a single reportable segment under ASC 280, exclusively focused on digital asset activities.
• Stock Information:
  As of March 31, 2026, there were 20,313,111 shares outstanding, held by approximately 68 record holders.

Risks and Factors That May Affect Share Value

The report extensively details risks that are highly relevant to share price and investor decision-making:

• Volatility in Digital Asset Prices:
  The company’s financial performance and the price of its common stock are highly correlated with ETH and other digital assets. Historical price swings in 2025 ranged from \$4.86 to \$174.60 per share, demonstrating extreme volatility that may continue.
• Unproven Business Model:
  Forum Markets’ tokenization strategy and digital asset focus have a limited operating history. There is a risk that anticipated benefits from tokenization, DeFi yields, and new product initiatives (such as the “Eurus Aero Token I”) may not be realized. This could materially impact earnings and share value.
• Regulatory Uncertainty:
  The company is not registered as an investment company under the Investment Company Act of 1940, nor does it have the regulatory protections afforded to mutual funds or ETFs. Evolving and potentially conflicting regulations regarding digital assets, custody, staking, AML, and tax treatment could materially alter Forum Markets’ business operations, compliance costs, and profitability.
• Operational and Human Capital Risks:
  The company operates with a very small team, making it vulnerable to key personnel loss, difficulties in maintaining effective internal controls, and over-reliance on external consultants for compliance and reporting. Material weaknesses in financial controls have been identified in the past and could recur, potentially resulting in financial misstatements and regulatory penalties.
• Funding and Liquidity:
  The company’s ability to access additional financing is uncertain. Dilution from future equity offerings or convertible instruments could negatively impact existing shareholders. The company has never paid dividends and does not anticipate doing so in the foreseeable future, opting instead to reinvest earnings into business growth.
• Risk of Classification as a Shell or Investment Company:
  If Forum Markets were to be classified as a shell company or an investment company, it could lose access to certain capital markets or face new regulatory requirements, negatively affecting share value and liquidity.
• Cybersecurity and Technological Risks:
  The company’s operations depend on the security of digital wallets, custodial accounts, and third-party platforms. Cyber incidents or technological failures could result in asset loss and reputational damage.
• Competitive and Market Risks:
  The digital asset and RWA tokenization market is highly competitive and evolving. Success depends on the ability to originate high-quality assets, maintain regulatory compliance, access institutional capital markets, and establish robust distribution channels for tokenized products.

Other Price-Sensitive Information

• No Cash Dividends: Forum Markets has never paid or declared a cash dividend and does not anticipate doing so, which may impact investor sentiment, particularly for income-focused shareholders.
• Stock Repurchase Program: The company has a stock repurchase program, but repurchases are discretionary and may not occur or achieve intended objectives.
• Significant Share Price Volatility: Extreme price swings in 2025, combined with registration of shares for resale and possible dilution, could cause continued volatility and downward pressure on the stock.
• Disclosure and Reporting Risks: Any failure to remediate material weaknesses in internal controls or meet SEC/Nasdaq reporting obligations could result in loss of investor confidence, regulatory sanctions, or delisting.

Conclusion

Forum Markets, Inc. is in the midst of a high-stakes transformation, with its fortunes now closely tied to the volatile digital asset sector and the successful execution of its RWA tokenization strategy. Investors should be alert to both the upside potential and significant risks detailed in the Annual Report. The company’s ability to manage regulatory changes, market competition, operational risks, and ongoing financing will be critical to its future performance and share price trajectory.

Shareholders and potential investors are urged to review the full Annual Report and consider the broad set of risks and strategic shifts outlined above before making investment decisions.