FORUM MERGER CORPORATION (NASDAQ:FMCIU) Files An 8-K Unregistered Sales of Equity Securities

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FORUM MERGER CORPORATION (NASDAQ:FMCIU) Files An 8-K Unregistered Sales of Equity Securities

Item 3.02. Unregistered Sales of Equity Securities.

Simultaneously with the consummation of the initial public
offering (IPO) and the sale of the Public Units (defined below),
Forum Merger Corporation, a Delaware corporation (the Company),
consummated the private placement (Private Placement) of 555,000
units (Placement Units) at a price of $10.00 per Placement Unit,
generating total proceeds of $5,550,000.The Placement Units,
which were purchased by Forum Investors I, LLC (the Sponsor),are
substantially similar to the Public Units, except that if held by
the Sponsor or its permitted transferees, the warrants underlying
the Placement Units (the Placement Warrants) (i) may be exercised
for cash or on a cashless basis, (ii) are not subject to being
called forredemption and (iii) are, subject to certain limited
exceptions, subject to transfer restrictions until 30 days
following the consummation of the Companys initial business
combination.If the Placement Warrants are held by holders other
than the Sponsor or its permitted transferees, the Placement
Warrants will be redeemable by the Company and exercisable by
holders on the same basis as the Public Warrants.

Item 5.03. Amendments to Certificate of Incorporation or
Bylaws; Change in Fiscal Year.

On April 6, 2017, in connection with its IPO, the Company filed
its Amended and Restated Certificate of Incorporation with
Secretary of State of the State of Delaware, effective the same
day.The terms of the Amended and Restated Certificate of
Incorporation are set forth in the Companys registration
statement on Form S-1 (File No.333-216842) (the Registration
Statement) for its IPO and are incorporated herein by reference.
A copy of the Amended and Restated Certificate of Incorporation
is attached as Exhibit 3.1 hereto and is incorporated by
reference herein.

Item 8.01. Other Events.

On April 6, 2017, the Registration Statement was declared
effective by the Securities and Exchange Commission.In connection
therewith and the closing of the IPO, the Company entered into
the following agreements previously filed as exhibits to the
Registration Statement:

An Underwriting Agreement, dated April 6, 2017, between the
Company and EarlyBirdCapital, Inc. as representative of the
several underwriters;
An Investment Management Trust Agreement, dated April 6,
2017, between the Company and Continental Stock Transfer
Trust Company;
A Warrant Agreement, dated April 6, 2017, between the Company
and Continental Stock Transfer Trust Company;
A Right Agreement, dated April 6, 2017, between the Company
and Continental Stock Transfer Trust Company;

A Stock Escrow Agreement, dated April 6, 2017, between the
Company, Forum Investors I, LLC and Continental Stock
Transfer Trust Company;

A Registration Rights Agreement, dated April 6, 2017, between
the Company and Forum Investors I, LLC;
Letter Agreements by and between the Company and its officers
and directors;
Letter Agreement by and between the Company and Forum
Investors I, LLC;

An Amended and Restated Unit Subscription Agreement dated
April 6, 2017 between the Company and Forum Investors I,
LLC;

An Administrative Services Agreement, dated April 6, 2017,
between the Company and Forum Capital Management, LLC;

A Business Combination Marketing Agreement, dated April 6,
2017, between the Company and EarlyBirdCapital, Inc.; and

A Unit Purchase Option between the Company and
EarlyBirdCapital, Inc.

On April 12, 2017, the Company consummated its IPO of 15,000,000
units (Public Units). Each Public Unit consists of one share of
Class A common stock, $0.0001 par value per share (Class A Common
Stock), one right (Public Right) entitling the holder thereof to
receive one-tenth (1/10) of one share of Class A Common Stock
upon the consummation of an initial business combination, and
one-half of one warrant (Public Warrant), each whole warrant
exercisable for one share of Class A Common Stock at an exercise
price of $11.50 per share. The Public Units were sold at an
offering price of $10.00 per Public Unit, generating gross
proceeds of $150,000,000. The Company has granted
EarlyBirdCapital, Inc., the representative of the several
underwriters in the IPO, a 45-day option to purchase up to
2,250,000 additional Public Units to cover over-allotments, if
any.

A total of $151,500,000 of the net proceeds from the IPO and the
Private Placement were placed in a trust account established for
the benefit of the Companys public stockholders at JP Morgan
Chase Bank, N.A., with Continental Stock Transfer Trust Company
acting as trustee. Except for the withdrawal of interest to pay
taxes and certain amounts to pay dissolution expenses, none of
the funds held in the trust account will be released until the
earlier of the completion of the Companys initial business
combination or the redemption of 100% of the Class A Common Stock
issued by the Company in the IPO if the Company is unable to
consummate an initial business combination within 24 months from
the closing of the IPO.

Copies of the press releases issued by the Company announcing the
pricing of the IPO and the consummation of the IPO are included
as Exhibits 99.1 and 99.2, respectively, to this Current Report
on Form 8-K.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.
1.1 Underwriting Agreement between the Company and
EarlyBirdCapital, Inc.
3.1 Amended and Restated Certificate of Incorporation as filed
with the Secretary of State of the State of Delaware on April
6, 2017.
4.1 Warrant Agreement, dated April 6, 2017, between Continental
Stock Transfer Trust Company and the Company
10.1 Investment Management Trust Account Agreement, dated April 6,
2017, between Continental Stock Transfer Trust Company and
the Company
10.2 Right Agreement, dated April 6, 2017, between the Company and
Continental Stock Transfer Trust Company
10.3 Stock Escrow Agreement, dated April 6, 2017. between the
Company, Forum Investors I, LLC and Continental Stock
Transfer Trust Company
10.4 Registration Rights Agreement among the Company andForum
Investors I, LLC
10.5 Letter Agreement by and between the Company and Forum
Investors I, LLC
10.6 Letter Agreement by and between the Company and its officers
and directors

10.7

Second Amended and Restated Unit Subscription Agreement
dated April 6, 2017 among the Company and Forum Investors
I, LLC.

10.8 Administrative Services Agreement, dated April 6, 2017,
between the Company and Forum Capital Management, LLC
10.9 Business Combination Marketing Agreement, dated April 6,
2017, between the Company and EarlyBirdCapital, Inc.
10.10 Form of Unit Purchase Option between the Company and
EarlyBirdCapital, Inc. and it designees
99.1 Press Release Announcing Pricing of IPO
99.2 Press Release Announcing Closing of IPO


About FORUM MERGER CORPORATION (NASDAQ:FMCIU)

Forum Merger Corporation is a blank check company. The Company focuses on acquiring, through a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, recapitalization, exchangeable share transaction or other similar business transaction, one or more businesses or assets that it has not yet identified. The Company focuses its search on identifying a prospective target business in the United States. The Company focuses on target private companies and divisions of larger companies that are seeking liquidity and facilitate their access to the public equity markets. As of December 31, 2016, the Company had no operations. As of December 31, 2016, the Company had not generated any revenues.

FORUM MERGER CORPORATION (NASDAQ:FMCIU) Recent Trading Information

FORUM MERGER CORPORATION (NASDAQ:FMCIU) closed its last trading session at with 24,110 shares trading hands.