Forum Markets Inc 2025年度报告

FORM 10-K (Mark One)☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2025 OR ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from: __________ to__________ Commission File Number:001-38105 Forum Markets, Incorporated(formerly ETHZilla Corporation)(Exact name of registrant as specified in its charter) Registrant’s telephone number, including area code:(650) 507-0669 Securities registered pursuant to Section 12(b) of the Act: Securities registered pursuant to Section 12(g) of the Act:None. Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes☐No☒ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes☐No☒ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),and (2) has been subject to such filing requirements for the past 90 days. Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that theregistrant was required to submit and post such files). Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smallerreporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smallerreporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filerNon-accelerated filer Accelerated filerSmaller reporting companyEmerging growth company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectivenessof its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registeredpublic accounting firm that prepared or issued its audit report.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of theregistrant included in the filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-basedcompensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes☐No☒ The aggregate market value of the voting and non-voting common stock held by non-affiliates of the registrant, as of June 30, 2025,the last business day of the registrant’s most recently completed second fiscal quarter, was $2,672,601. This computation assumes thatall executive officers and directors are affiliates of the registrant. Such assumption should not be deemed conclusive for any otherpurpose. As of March 31, 2026, there were 20,313,111 shares of common stock issued and outstanding. TABLE OF CONTENTS PART IItem 1.Business.1Item 1A.Risk Factors.8Item 1B.Unresolved Staff Comments.22Item 1C.Cybersecurity.22Item 2.Properties.23Item 3.Legal Proceedings.23Item 4.Mine Safety Disclosures.23PART IIItem 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases ofEquity Securities.24Item 6.[Reserved]25Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations.25Item 7A.Quantitative and Qualitative Disclosures About Market Risk.40Item 8.Financial Statements and Supplementary Data.40Item 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.40Item 9A.Controls and Procedures.40Item 9B.Other Information.42Item 9C.Disclosure Regarding Foreign Jurisdictions That Prevent Inspections.42PART IIIItem 10.Directors, Executive Officers and Corporate Governance.43Item 11.Executive Compensation.54Item 12.Security Ownership of Certain Beneficial Owners and Management and Related StockholderMatters.64Item 13.Certain Relationships and Related Transactions, and Director Independence.70Item 14.Principal Accountant Fees and Services.80PART IVItem 15.Exhibits and Financial Statement Schedules.81Item 16.Form 10-K Summary.86 TRADEMA