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FRMM on Nasdaq

FORUM MARKETS Inc

FORUM MARKETS Inc is a finance services company based in Palm Beach, listed on Nasdaq (FRMM).1

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Last updated Oct 21, 2026.

Overview

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  • TickerFRMM on Nasdaq1
  • IndustryFinance Services1
  • HeadquartersPalm Beach, Florida1
  • Business address2875 South Ocean Blvd, Suite 200, Palm Beach, Fl2
  • Filer categoryNon-accelerated filer, Smaller reporting company2
  • Legal formCorporation

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RWAs into compliant, tradable instruments with both primary and secondary market liquidity.4 From its latest annual report

Financials

From the company’s reports to the SEC. Every number links to the filing it came from.

Key numbers, fiscal 2025

-3565.8%Operating margin5
-6881.3%Net margin5
-188.2%Return on equity5

What sells

Revenue by product, business segment and region, as the company reports it to the SEC.

Products and services

Liquid Staking Revenue brought in 91% of the revenue FORUM MARKETS Inc broke down this way in fiscal 2025.

  1. Liquid Staking Revenue$6.0M591%
  2. Native Staking Revenue$455.0K57%
  3. Reward Revenue$141.0K52%
Products and services by year
Products and services2025
Liquid Staking Revenue$6.0M
Native Staking Revenue$455.0K
Reward Revenue$141.0K

Where the money goes

Where each dollar of revenue went, fiscal 2025

  • Other costs100¢$6.5M

Out of $6.5M in revenue.5 The company lost money this year.

Financial statements

Operating income6789105-$233.4M in 2025+1019% since 2019
-$300.0M-$200.0M-$100.0M02019: -$20.9M-$20.9M20192020: -$5.6M-$5.6M2020−73%2021: -$15.6M-$15.6M2021+177%2022: -$17.9M-$17.9M2022+14%2023: -$13.5M-$13.5M2023−25%2024: -$4.4M-$4.4M2024−67%2025: -$233.4M-$233.4M2025+5183%
Net income6789105-$450.5M in 2025+1674% since 2019
-$600.0M-$400.0M-$200.0M02019: -$25.4M-$25.4M20192020: -$10.9M-$10.9M2020−57%2021: -$20.3M-$20.3M2021+87%2022: -$38.7M-$38.7M2022+91%2023: -$19.9M-$19.9M2023−49%2024: -$14.2M-$14.2M2024−29%2025: -$450.5M-$450.5M2025+3077%

Every line of the income statement as filed: the last 2 fiscal years, latest first.5

Period ending2025-12-312024-12-31
Revenue$6.5M
Total Revenue$6.5M
General and administrative$240.0M$4.4M
Total Operating Expenses$240.0M$4.4M
Loss From Operations-$233.4M-$4.4M
Dividend income$1.2M
Interest income$4.5M
Other income$1.8M
Interest expense-$3.1M-$35.0K
Change in fair value of convertible debt-$103.9M
Change in fair value of available for sale securities-$138.0K
Digital asset gains and losses-$21.1M
Change in fair value of long-term receivable derivative-$81.3M
Loss on make whole provision-$6.3M
Gain on settlement of liabilities$53.0K
Total other (expense) income, net-$210.1M$1.8M
Loss Before Income Taxes-$443.5M-$2.6M
Income tax expense (benefit)-$2.0K
Net Loss From Continuing Operations-$443.5M-$2.6M
Net Loss From Discontinued Operations-$7.0M-$3.6M
Deemed dividend-$8.0M
Net Loss-$450.5M-$14.2M
Foreign currency translation adjustments-$114.0K-$16.0K
Change in fair value of held to maturity securities$38.0K
Total other comprehensive income (loss)-$76.0K-$16.0K
Total Comprehensive Loss-$450.6M-$14.2M
Continuing operations, basic (in Dollars per share)-$54-$29
Continuing operations, diluted (in Dollars per share)-$54-$29
Discontinued operations, basic (in Dollars per share)-$1-$39
Discontinued operations, diluted (in Dollars per share)-$1-$39
Basic (in Shares)8.2M shares91.5K shares
Diluted (in Shares)8.2M shares91.5K shares

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Corporate structure

FORUM MARKETS Inc sits at the top of its group. 18 entities, 3 countries on record. Switch between the flow chart and the network, and select any entity to see its details.

Major holders of FORUM MARKETS Inc

  • Citadel Cyber Filed SCHEDULE 13G/A on FORUM MARKETS Inc, latest Aug 14, 2026 (2 filings since Oct 1, 2025)
  • Electric Capital Partners Frontier Master Fund, LP Filed SCHEDULE 13G/A on FORUM MARKETS Inc, latest Aug 14, 2026 (2 filings since Oct 2, 2025)
  • Zippy, Inc. /DE Filed SCHEDULE 13G/A on FORUM MARKETS Inc, latest Aug 14, 2026 (2 filings since Dec 15, 2025)
  • Brian James Pemble Filed SCHEDULE 13G/A on FORUM MARKETS Inc, latest Jul 7, 2026 (3 filings since Oct 15, 2025)
  • Citadel Securities GP LLC Filed SCHEDULE 13G/A on FORUM MARKETS Inc, latest Feb 17, 2026 (2 filings since Sep 25, 2025)
  • FF Consumer Growth II, LP Filed SCHEDULE 13G/A on FORUM MARKETS Inc, latest Feb 17, 2026 (3 filings since Aug 11, 2025)
  • Hudson Bay Capital Management LP Filed SCHEDULE 13G/A on FORUM MARKETS Inc, latest Feb 9, 2026 (2 filings since Nov 12, 2025)
  • STEADFAST CAPITAL MANAGEMENT LP Filed SCHEDULE 13G/A on FORUM MARKETS Inc, latest Nov 14, 2025 (2 filings since Aug 12, 2025)
  • Anthony Brian Goodman Filed SCHEDULE 13D/A on FORUM MARKETS Inc, latest Aug 18, 2025 (2 filings since Jan 10, 2025)
  • Blair Jordan Filed SCHEDULE 13D/A on FORUM MARKETS Inc, latest Aug 6, 2025 (5 filings since Feb 25, 2025)
  • AmTrust Financial Services, Inc. Filed SCHEDULE 13G/A on FORUM MARKETS Inc, latest Jul 22, 2025 (2 filings since Apr 16, 2025)
  • Anson Funds Management LP Filed SCHEDULE 13G/A on FORUM MARKETS Inc, latest May 15, 2025 (2 filings since Feb 14, 2025)
  • FORUM MARKETS Inc Palm Beach, Florida
    • 180 Life Corp. Subsidiary · Delaware, United States
    • 180 Therapeutics LP Subsidiary · Delaware, United States
    • CannBioRex Callco ULC Subsidiary · British Columbia, Canada
    • CannBioRex Pharma Limited Subsidiary · United Kingdom
    • CannBioRex Pharmaceuticals Corp. Subsidiary · British Columbia, Canada
    • CannBioRex Purchaseco ULC Subsidiary · British Columbia, Canada
    • ETHZilla Aerospace, LLC Subsidiary · Nevada, United States
    • ETHZilla Auto Loans, LLC Subsidiary · Florida, United States
    • ETHZilla Group, LLC Subsidiary · Florida, United States
    • ETHZilla Holdings, LLC Subsidiary · Florida, United States
    • ETHZilla Modular Mortgage, LLC Subsidiary · Florida, United States
    • Eurus Aerospace Token I, LLC Subsidiary · Delaware, United States
    • Karus Token I, LLC Subsidiary · Delaware, United States
    • Katexco Callco ULC Subsidiary · British Columbia, Canada
    • Katexco Pharmaceuticals Corp. Subsidiary · British Columbia, Canada
    • Katexco Purchaseco ULC Subsidiary · British Columbia, Canada
    • Zippy Token I, LLC Subsidiary · Delaware, United States

Built from subsidiaries listed in Exhibit 21 of annual reports filed with the SEC; major holders from Schedules 13D and 13G. Each entity in the chart links to its source.

What it owns

What FORUM MARKETS Inc reports owning in its annual reports to the SEC: buildings, land and equipment, real estate and locations, investments, intangible assets and inventory, at the end of its latest fiscal year and a year before.

Investments

ItemLatestA year beforeChange
Cash and cash equivalents$8.0M5 Dec 31, 2025$2.1M6 Dec 31, 2020+280.3%
Marketable securities, current$4.4M5 Dec 31, 2025
Marketable securities, non-current$4.4M5 Dec 31, 2025
Deposits held (banks)$262.3M5 Dec 31, 2025

Intangibles and goodwill

ItemLatestA year beforeChange
Intangible assets, net (excluding goodwill)$7.6M5 Dec 31, 2024$1.6M10 Dec 31, 2023+370.6%
Finite-lived intangibles, gross$9.8M10 Dec 31, 2024$2.2M10 Dec 31, 2023+351.4%
Accumulated amortization$611.8K10 Dec 31, 2024$542.9K10 Dec 31, 2023+12.7%

Properties, in its own words

On March 27, 2026, the Company, through its wholly-owned subsidiary, Eurus Aerospace, acquired one CFM International model CFM56-5B5/P aircraft engine, together with all parts, engine records and engine stands associated therewith, from Aero Engine Solutions, Inc., pursuant to the terms of an Engine Sale and Purchase Agreement dated March 27, 2026. The Engine was acquired for $6.35 million, which was payable in cash.

Eurus Aerospace entered into certain Lease Agreements with a major airline, as lessee, following the acquisition of the Engine, to evidence the lease of such Engine to that airline.

The rest of Item 2

The Company also entered into a Service Agreement Supplement with the Servicer in connection with the purchase, whereby the Servicer agreed to manage the Engine on behalf of the Company during the duration of the above referenced leases, in exchange for a monthly servicing fee, and also provided for the right of the Company (but not the obligation) to require the Servicer (or the Servicer’s designated affiliate) to purchase the Engine from the Company for a $3.0 million option price, following the expiration or earlier termination of the leases with respect to such Engine; and the right of the Servicer (but not the obligation) to require the Company to sell the Engine to the Servicer (or the Servicer’s designated affiliate) for $3.0 million, following the expiration or earlier termination of the leases with respect to such Engine, in each case provided that such Engine is in the condition required by the terms of the agreement.

Item 2 of the 10-K filed Apr 1, 2026.4

Leadership

Who has led FORUM MARKETS Inc, and when. Pick a name to see everywhere that person has worked.

Chief executive

  1. Marlene Krauss2017
  2. James N. Woody2020–2023
  3. Blair Jordan2025
  4. McAndrew Rudisill2025–now

Chief financial officer

  1. Ozan Pamir2020–2023
  2. John Tazewell Saunders2025–now

Chief operating officer

  1. Joseph Williamson2017
  2. Quan Anh Vu2021
20202025
Board members and other officers (25)

Named in SEC Form D filings

People the company listed in its private-offering notices.

  • Executive OfficerEric Van Lent named Sep 15, 202543
  • DirectorStephen H. Shoemaker named Jan 10, 2025 to Sep 15, 202543

Subsidiaries and ownership

Subsidiaries (Exhibit 21)

  • 180 Life Corp. Delaware3
  • 180 Therapeutics LP Delaware3
  • CannBioRex Callco ULC British Columbia3
  • CannBioRex Pharma Limited United Kingdom3
  • CannBioRex Pharmaceuticals Corp. British Columbia3
  • CannBioRex Purchaseco ULC British Columbia3
  • ETHZilla Aerospace, LLC Nevada3
  • ETHZilla Auto Loans, LLC Florida3
  • ETHZilla Group, LLC Florida3
  • ETHZilla Holdings, LLC Florida3
  • ETHZilla Modular Mortgage, LLC Florida3
  • Eurus Aerospace Token I, LLC Delaware3
  • Karus Token I, LLC Delaware3
  • Katexco Callco ULC British Columbia3
  • Katexco Pharmaceuticals Corp. British Columbia3
  • Katexco Purchaseco ULC British Columbia3
  • Zippy Token I, LLC Delaware3

The subsidiaries the company lists in Exhibit 21 of its annual report, as filed.

Former names

  • ETHZilla CorpAug 18, 2025 to Feb 20, 20262
  • 180 Life Sciences Corp.Dec 10, 2019 to Aug 14, 20252
  • KBL MERGER CORP. IVNov 16, 2016 to Nov 6, 20202

Timeline

  1. Oct 5, 20268-K Entered a material agreement; New debt or obligation; Unregistered sale of shares44
  2. Aug 21, 20268-K Executive or director change45
  3. Aug 19, 20268-K Shareholder vote46
  4. Jul 30, 20268-K Entered a material agreement47
  5. Jul 16, 20268-K Entered a material agreement; Regulation FD disclosure48
  6. Jul 1, 20268-K Entered a material agreement49
  7. Jun 30, 20268-K Other events50
  8. May 14, 20268-K Results of operations51
  9. Apr 29, 20268-K Regulation FD disclosure52
  10. Apr 24, 20268-K Change to shareholders' rights; Bylaws or fiscal year changed53
  11. Apr 17, 20268-K Regulation FD disclosure; Other events54
  12. Apr 8, 20268-K Entered a material agreement55
  13. Nov 17, 2025New chief executive McAndrew Rudisill becomes CEO14
  14. Feb 7, 2025New chief executive Blair Jordan becomes CEO13
  15. Nov 12, 2020New chief executive James N. Woody becomes CEO15
  16. Jun 1, 2017New chief executive Marlene Krauss becomes CEO16

Calendar

Coming up

  1. Nov 13, 2026Reports results for the quarter ending Sep/2026 A year earlier it reported ($16.80) a share, on Nov 14, 2025.56

When it reported results

  1. May 14, 2026Reported quarterly or annual results51
  2. Mar 31, 2026Reported quarterly or annual results57
  3. Nov 14, 2025Reported quarterly or annual results58

Upcoming dates from Nasdaq's calendar; past results from the company's 8-K filings (Item 2.02). The full markets calendar

Filings

499 filings to the SEC since October 2021: 10 annual reports, 15 quarterly reports, 161 major events, 129 insider forms, 41 large holders, 2 private raises, 141 other. The latest 20:

  1. Oct 5, 20268-K CURRENT REPORT EDGAR
  2. Aug 21, 20268-K CURRENT REPORT EDGAR
  3. Aug 19, 20268-K CURRENT REPORT EDGAR
  4. Aug 14, 2026SCHEDULE 13G/A EDGAR
  5. Aug 14, 2026SCHEDULE 13G/A EDGAR
  6. Aug 14, 20264 EDGAR
  7. Aug 14, 202610-Q QUARTERLY REPORT EDGAR
  8. Aug 14, 20264 EDGAR
  9. Aug 14, 2026SCHEDULE 13G/A EDGAR
  10. Jul 30, 20268-K CURRENT REPORT EDGAR
  11. Jul 23, 20264 PRIMARY DOCUMENT EDGAR
  12. Jul 20, 20264 PRIMARY DOCUMENT EDGAR
  13. Jul 16, 20268-K CURRENT REPORT EDGAR
  14. Jul 14, 20264 EDGAR
  15. Jul 9, 20264 EDGAR
  16. Jul 9, 2026DEFA14A SOLICITING MATERIAL PURSUANT TO 240.14A-12 EDGAR
  17. Jul 9, 2026ARS EDGAR
  18. Jul 8, 2026DEF 14A DEFINITIVE PROXY STATEMENT EDGAR
  19. Jul 7, 2026SCHEDULE 13G/A EDGAR
  20. Jul 7, 20263 EDGAR

The 499 filings since October 2021 can be filtered by form type and year here when JavaScript is on.

Every filing from the last five years, summarized. The full record is on SEC EDGAR.

Insider trades

27 open-market trades by officers, directors and large owners since October 2021: 17 buys and 10 sales. Grants, option exercises and gifts are left out.

DateWhoTradeSharesPriceValueFiling
Jul 21, 2026Lomashuk Konstantin10% ownerSale250,000$6.00$1.5MForm 4
Jul 15, 2026Lomashuk Konstantin10% ownerSale2,562$6.30$16.1KForm 4
Jul 9, 2026Lomashuk Konstantin10% ownerSale3,387$6.15$20.8KForm 4
Jul 8, 2026Lomashuk Konstantin10% ownerSale1,100$6.13$6.7KForm 4
Jul 7, 2026Lomashuk Konstantin10% ownerSale3,702$6.41$23.7KForm 4
Aug 11, 2025ELRAY RESOURCES, INC.Sale405,148$3.17$1.3MForm 4
Aug 8, 2025ELRAY RESOURCES, INC.Sale777,595$3.18$2.5MForm 4
Aug 7, 2025ELRAY RESOURCES, INC.Sale135,257$3.56$481.5KForm 4
Jul 27, 2025ELRAY RESOURCES, INC.Sale1,680,000$3.00$5.0MForm 4
Dec 15, 2023Feldmann MarcDirectorSale25,000$0.19$4.8KForm 4
Dec 15, 2023Woody James N.Chief Executive OfficerBuy25,000$0.19$4.8KForm 4
Jun 1, 2023STEINMAN LAWRENCEDirectorBuy18,000$1.23$22.1KForm 4
May 31, 2023McGovern Jr. Donald A.DirectorBuy10,000$1.15$11.5KForm 4
May 19, 2023McGovern Jr. Donald A.DirectorBuy5,000$1.16$5.8KForm 4
May 18, 2023McGovern Jr. Donald A.DirectorBuy10,000$1.05$10.5KForm 4
May 18, 2023Marrone Pamela GDirectorBuy7,082$1.06$7.5KForm 4
May 18, 2023Pamir OzanCFOBuy5,162$1.01$5.2KForm 4
May 18, 2023Woody James N.Chief Executive OfficerBuy40,000$1.03$41.2KForm 4
Dec 16, 2021Vu Quan AnhCOO / Chief Business OfficerBuy8,000$3.98$31.8KForm 4
Dec 10, 2021Pamir OzanCFOBuy3,800$3.87$14.7KForm 4

All 27 trades can be filtered by person here when JavaScript is on.

From Forms 4 filed with the SEC.

Major holders

Investors who own more than 5% of the shares must tell the SEC: a 13D if they may seek to influence the company, a 13G if they hold passively.

Executive pay

What the company paid its top executives, from the summary compensation table in its proxy statement. Total pay includes salary, bonus, stock and option awards and other pay, as the company valued them.

YearExecutiveAgeSalaryTotal pay
2025McAndrew Rudisill47$200.0K$20.3M79
2025Blair Jordan$190.6K$16.8M79
2025John Saunders44$154.7K$2.0M79
2025Eric Van Lent$142.0K$221.9K79
2024Former CEO$140.1K79

Money raised

Private offerings the company reported to the SEC on Form D.

  1. Jul 29, 2025Raised $425 million in a private offering of equity Form D: 80 investors so far Form D
  2. Dec 30, 2024Raised $2.9 million in a private offering of equity Form D: 5 investors so far Form D

Held by these funds

The largest holders among investment managers' 13F reports for the quarter ending Jun 30, 2026, the top 25 of 39. Change is in shares since the quarter before.

FundSharesValueShare of the fundChange
Stokes Family Office, LLC958,275$5.2M0.6%+190,475
Vise Technologies, Inc.857,141$4.7M0.1%New
Citadel Advisors LLC413,552$2.2M0.0%+68,327
Saba Capital Management, L.P.371,561$2.0M0.1%−109,148
Vanguard Capital Management LLC302,063$1.6M0.0%+117,676
BlackRock, Inc.301,339$1.6M0.0%+48,913
Geode Capital Management, LLC179,977$977.7K0.0%−23,656
UBS Group AG169,656$921.2K0.0%−158,138
Goldman Sachs Group Inc167,047$907.1K0.0%+5,292
Morgan Stanley144,535$784.8K0.0%−7,108
Bank Of America Corp /de/124,358$675.3K0.0%+30,000
Barclays PLC97,265$528.1K0.0%+1,183
Almitas Capital LLC80,408$436.6K0.1%No change
Millennium Management LLC77,772$422.3K0.0%+5,427
State Street Corp76,221$413.9K0.0%+15,169
Vanguard Fiduciary Trust Co71,410$387.8K0.0%−8,639
Group One Trading LLC68,200$370.3K0.0%+34,579
Charles Schwab Investment Management Inc64,766$351.7K0.0%−4,234
Wealthspire Advisors, LLC56,653$307.6K0.0%New
Jane Street Group, LLC56,286$305.6K0.0%−55,566
ExodusPoint Capital Management, LP56,016$304.2K0.0%−39,475
Invesco Ltd.31,069$168.7K0.0%−21,728
Northern Trust Corp29,106$158.0K0.0%−4,168
J. Derek Lewis & Associates Inc.22,100$120.0K0.0%−6,900
IMC-Chicago, LLC15,778$85.7K0.0%−23,664

13F reports cover disclosed long positions in U.S. stocks only.

SEC filer profile

How FORUM MARKETS Inc is registered with the Securities and Exchange Commission, from its EDGAR record and the cover page of its latest annual report.

  • Name on EDGARFORUM MARKETS Inc1
  • CIK0001690080
  • Employer ID (EIN)90-18903544
  • LEI98450063A2D8EF54EB111
  • Filer statusNon-accelerated filer not an emerging growth company; a smaller reporting company; not a shell company4
  • Incorporated inDelaware4
  • Fiscal year endsDecember 311
  • Industry code (SIC)6199 Finance Services1
  • SEC reviewing officeOffice of Crypto Assets, Division of Corporation Finance1
  • Business address2875 South Ocean Blvd, Suite 200, Palm Beach, FL1
  • Phone561-486-81981
  • Shares outstanding13,198,948 as of Aug 14, 202612
  • Public float$2.7M as of Jun 30, 20254
  • AuditorM&K CPAS, PLLC, Woodlands, TX PCAOB ID 2738; no auditor attestation of internal control over financial reporting4
  • On EDGAR sinceNov 16, 20161
  • Filings761 in all: 8-K (207), 4 (141), 3 (40), CORRESP (30), 10-Q (28), 424B3 (25), UPLOAD (20), EFFECT (19)1
    All 50 form types

    SC 13G (17), DEF 14A (16), SC 13G/A (16), SCHEDULE 13G/A (13), PRE 14A (12), SCHEDULE 13G (12), 4/A (11), S-1/A (11), DEFA14A (10), POS AM (10), 10-K (9), S-1 (9), 425 (8), 8-K/A (7), S-8 (7), 424B4 (6), 424B5 (6), NT 10-Q (6), SCHEDULE 13D/A (6), 10-K/A (5), 144 (5), D (4), NT 10-K (4), S-3 (4), S-3ASR (4), SC 13D/A (4), ARS (3), AW (3), POSASR (3), 10-Q/A (2), 25-NSE (2), DRS/A (2), DRSLTR (2), S-4/A (2), SC 13D (2), SCHEDULE 13D (2), 3/A (1), 8-A12B (1), CERTNAS (1), DRS (1), RW (1), S-4 (1)

  • Latest filingsAnnual report (10-K) Apr 1, 2026
    Quarterly report (10-Q) Aug 14, 2026
    Proxy statement (DEF 14A) Jul 8, 2026
    Latest 8-K (8-K) Oct 5, 2026

Securities registered for trading

ClassSymbolExchange
Common Stock, par value $0.0001 per shareFRMMThe Nasdaq Stock Market LLC

From the cover page of the 10-K filed Apr 1, 2026 (Section 12(b) of the Exchange Act).4

Risk factors and legal proceedings

The risks FORUM MARKETS Inc names in Item 1A of its 10-K filed Apr 1, 2026: 32 risks under these headings, as written.4

  • Risks Related to Holding Digital Assets and Our Tokenization Strategies
  • 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.
  • We face risks relating to the custody of our Digital Assets, including concentration with one or more custodians, limits on insurance coverage, and adverse outcomes in insolvency proceedings.
  • 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.
  • Volatility in the price of our tokenized securities could materially adversely affect our financial results and the market price of our common stock.
  • 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.
  • We are dependent on third parties and third-party platforms to execute and support the trading and transfer of our tokenized securities
  • We rely on third-party service providers to support “know-your-customer” and AML investor verification for our tokenized securities, and any failure or interruption of those services could disrupt our tokenization activities.
  • We may rely on smart contracts that are upgradeable, which could introduce operational, security, and governance risks and could adversely affect our tokenization activities.
  • If the Company fails to commercialize its plans to securitize RWAs and allow such RWAs to be monetized through tokenized tradable instruments with both primary and secondary market liquidity, in the future, the Company could once again be deemed to be a “shell company.”
  • We are not subject to legal and regulatory obligations that apply to investment companies such as mutual funds and exchange-traded funds, or to obligations applicable to investment advisers.
  • Our ETH holdings are concentrated and less liquid than our existing cash and cash equivalents and may not be able to serve as a source of liquidity for us to the same extent as cash and cash equivalents.
The other 21 risks
  • Our digital asset holdings expose us to risk of non-performance by providers and counterparties.
  • Our common stock may be more volatile and may trade at a substantial premium or discount to the value of the digital assets we hold.
  • The availability of spot exchange-traded products (“ETPs”) for ETH and other digital assets may adversely affect the market price of ETH or other digital assets and, consequently, the trading price of our common stock.
  • 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.
  • Transactions using ETH require the payment of “gas fees,” which are subject to fluctuations that may result in high transaction fees.
  • Liquid staking applications pose risks associated with concentration of control.
  • Lending arrangements may expose us to risks of borrower default and operational failures.
  • Security breaches or cyberattacks could result in loss of our digital assets and disrupt our tokenization activities.
  • Risks Related to our Common Stock
  • The price of our common stock has and may continue to fluctuate significantly.
  • Resales of our common stock in the public market by our stockholders, or the perception that such sales may occur, may cause the market price of our shares of common stock to fall.
  • Our stock repurchases are discretionary and even if effected, they may not achieve the desired objectives.
  • Sales of our common stock through our ATM Program, or the perception that such sales may occur, could cause the market price of our common stock to fall.
  • You may experience future dilution as a result of future equity or debt offerings.
  • We have never paid dividends on our common stock, and we do not anticipate paying any cash dividends in the foreseeable future.
  • General Risks
  • If we make acquisitions, they may disrupt or have a negative impact on our business.
  • 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.
  • 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. If not remediated, our failure to establish and maintain effective disclosure controls and procedures and internal control over financial reporting could result in material misstatements in our financial statements and a failure to meet our reporting and financial obligations, each of which could have a material adverse effect on our financial condition and the trading price of our common stock.
  • Our classified Board of Directors structure may delay or complicate changes in control of our Board of Directors, but a hostile takeover or activist campaign could nevertheless result in changes to our Board of Directors and management that adversely affect our business and the market price of our common stock.
  • Changes in applicable tax laws and regulations could adversely affect our business.
  • Our tax burden could increase as a result of ongoing or future tax audits.
  • Taxation of digital assets is complex and evolving.

Legal proceedings

From time to time, we may be a party to litigation that arises in the ordinary course of our business.

Such current litigation or other legal proceedings are described in, and incorporated by reference in this “Item 3. Legal Proceedings,” from Note 14 – Commitments and Contingencies–Litigation and Other Loss Contingencies to our Consolidated Financial Statements included in this Report. The Company believes that the resolution of currently pending matters will not individually or in the aggregate have a material adverse effect on our financial condition or results of operations. However, assessment of the current litigation or other legal claims could change in light of the discovery of facts not presently known to the Company or by judges, juries or other finders of fact, which are not in accord with management’s evaluation of the possible liability or outcome of such litigation or claims.

Additionally, the outcome of litigation is inherently uncertain. If one or more legal matters were resolved against the Company in a reporting period for amounts in excess of management’s expectations, the Company’s financial condition and operating results for that reporting period could be materially adversely affected.

The opening of Item 3, Legal Proceedings.4

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