Key Highlights

• The amendment modifies Section 6.2, swapping one true‑up date for three distinct measurement dates.

• Zippy may sell up to 285,714 shares of Forum Markets common stock in each designated period.

• Payment equals the number of shares actually sold multiplied by $10.50 per share, less gross proceeds, guaranteeing aggregate proceeds of $10.50 per share.

Forum Markets, Inc. (NASDAQ: FRMM) and Zippy, Inc. Executed a second side‑letter amendment on June 30 2026 to revise the terms of their Series B‑3 Preferred Stock Purchase Agreement. The purpose of the amendment is to provide greater timing flexibility and to disperse risk across several dates, a practice common in structured equity transactions.

Amendment Scope

The updated agreement revises Section 6.2, replacing the original single true‑up determination with three separate measurement points. The designated dates are July 31 2026, September 30 2026 and December 31 2026, each serving as an independent trigger for the make‑whole calculation.

True‑Up Schedule

Under the new framework, each of the three dates operates as a distinct true‑up event. Following each date, Zippy must furnish a settlement statement, and Forum Markets is obligated to deliver any cash amount due within ten business days. This timing aligns cash flows with the actual sale of shares, reflecting standard market practice for contingent consideration.

Share Sale Limits

For each interval, Zippy may elect to sell up to 285,714 shares of Forum Markets common stock. Shares that remain unsold in an earlier interval may be offered in later intervals, provided the per‑period cap is respected. This approach preserves flexibility while capping exposure for each measurement period.

Payment Calculation

The make‑whole amount for each period is derived by multiplying the number of shares actually sold during that interval by $10.50 per share, then offsetting the result by the gross proceeds received from those sales. If the gross proceeds meet or exceed the $10.50 per share benchmark, the payment obligation for that period is null. The third period aggregates the calculations for shares sold and any retained shares, still targeting proceeds of $10.50 per share.

Covenant Adjustments

The amendment extends Zippy’s monthly reporting requirement for stock transactions through December 31 2026, applying the covenant independently for each true‑up date. It also clarifies that timely settlement of each make‑whole amount satisfies the forfeiture provisions originally set out in the purchase agreement.

Overall Impact

The revised terms are structured so that, overall, Zippy will obtain proceeds equal to $10.50 per share for the shares covered by the stock consideration. The amendment’s full text, offering detailed insight into the updated obligations and confirming compliance with the amended Section 6.2.

 

This article is for informational purposes only and does not constitute financial advice. Please consult a licensed financial adviser before making investment decisions.