Forum Markets entered into a second side-letter amendment to its Series B-3 Preferred Stock Purchase Agreement with Zippy to restructure the Final Make-Whole into three separate true-ups in 2026. The amendment introduces measurement dates on Jul 31, Sep 30, and Dec 31, with Zippy able to sell up to 285,714 shares per period and carry forward unsold eligible shares. Payments, if owed, are due within 10 business days after each settlement statement, with the aggregate obligation capped so Zippy receives up to $10.50 per share across the original stock consideration. The changes aim to add flexibility and spread stock-price risk over time.
Agreement details:
- Agreement type: Side Letter Amendment No. 2 to Series B-3 Preferred Stock Purchase Agreement (make-whole true-up restructuring)
- Counterparty: Zippy
- Signed / Effective: Jun 30 2026 / Jun 30 2026
- Duration / Termination: Through Dec 31 2026
- Reason: Increase flexibility and spread stock performance risk
Original SEC Filing:
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