ETHZilla Corp Files 8-K/A Amendment

TL;DR

ETHZilla Corp filed an 8-K/A amendment on Aug 18, 2025, updating material agreements and equity sales from July 31, 2025.

AI Summary

ETHZilla Corp filed an 8-K/A amendment on August 18, 2025, related to events occurring on July 31, 2025. The filing pertains to material definitive agreements, unregistered sales of equity securities, director/officer changes, Regulation FD disclosures, and other events, including financial statements and exhibits. This amendment updates previous filings concerning these matters.

Why It Matters

This amended filing provides updated information on significant corporate events, including agreements and equity sales, which could impact investor understanding of ETHZilla Corp's current operational and financial standing.

Risk Assessment

Risk Level: medium — The filing involves unregistered equity sales and changes in officers/directors, which can introduce uncertainty and potential risk.

Key Numbers

• 20250818 — Filing Date (Date the 8-K/A amendment was filed with the SEC.)
• 20250731 — Period of Report (The date as of which the reported events occurred.)

Key Players & Entities

• ETHZilla Corp (company) — Filer of the 8-K/A amendment
• 180 Life Sciences Corp. (company) — Former name of ETHZilla Corp
• KBL MERGER CORP. IV (company) — Former name of ETHZilla Corp

FAQ

Key Financial Figures

• $0.0001 — ch registered Common Stock, par value $0.0001 per share ETHZ The NASDAQ Stock Mar
• $2.65 — ommon Stock "), at an offering price of $2.65 per share (the " Stock Purchase Price "
• $2.6499 — se shares of Common Stock at a price of $2.6499 share of Common Stock issuable thereund
• $350,000 — r Mr. Suckling and Ms. Heter to be paid $350,000 per year as an annual retainer fee for

Filing Documents

• ea0253637-8ka1_ethzilla.htm (8-K/A) — 80KB
• 0001213900-25-077692.txt ( ) — 315KB
• atnf-20250731.xsd (EX-101.SCH) — 4KB
• atnf-20250731_def.xml (EX-101.DEF) — 28KB
• atnf-20250731_lab.xml (EX-101.LAB) — 38KB
• atnf-20250731_pre.xml (EX-101.PRE) — 26KB
• ea0253637-8ka1_ethzilla_htm.xml (XML) — 7KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. As previously disclosed in the Current Report on Form 8-K of ETHZilla Corporation, formerly 180 Life Sciences Corp. (the " Company "), filed with the Securities and Exchange Commission (the " SEC " or the " Commission ") on July 30, 2025 (the " July 30 Form 8-K "), the Company entered into several agreements on July 29, 2025, including a securities purchase agreement (the " SPA ") with certain accredited institutional investors and qualified purchasers (the " Purchasers ") pursuant to which the Company agreed to sell and issue to the Purchasers in a private placement (the " Private Placement ") (i) certain shares of common stock of the Company, par value $0.0001 per share (the " Common Stock "), at an offering price of $2.65 per share (the " Stock Purchase Price "), and (ii) pre-funded warrants to purchase shares of Common Stock at a price of $2.6499 share of Common Stock issuable thereunder (collectively, the " Pre-Funded Warrants "). The Private Placement closed on August 4, 2025 (the "Closing"). The Company also disclosed in the July 30 Form 8-K that it entered into Strategic Advisor Agreements each with a Strategic Advisor (as such terms are defined in Item 3.02 of this Current Report on Form 8-K) and planned to enter into an Asset Management Agreement with Electric Treasury Edge, LLC (the " Asset Manager "), and the Registration Rights Agreement with certain strategic advisors (the " Strategic Advisors ") and the Purchasers (the " Registration Rights Agreement ") at the Closing. As discussed in greater detail below under " Item 8.01 Other Events" , the Closing occurred on August 4, 2025 (the " Closing Date "), and on the Closing Date, (a) the Company consummated the sale and issuance of the shares of Common Stock and Pre-Funded Warrants pursuant to the SPA, which is described in greater detail in the July 30, 2025 Form 8-K under " Item 1.01 Entry into a Material Definitive Agreement—Securities Purchase A

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities. At Closing and thereafter as required by the terms of the Private Placement, the Company issued an aggregate of 143,934,168 shares of Common Stock, Pre-Funded Warrants to purchase an aggregate of 17,495,849 shares of Common Stock to certain Purchasers, the terms of which are described in greater detail in the July 30 Form 8-K, 3,207,560 shares of Common Stock to Clear Street LLC, who served as Placement Agent for the Private Placement (the " Placement Agent " and the " Placement Agent Shares "), and 18,867 shares of Common Stock as a consulting fee (the " Consulting Shares "), the terms of each of which are described in greater detail in the July 30 Form 8-K. If the Pre-Funded Warrants were exercised in full for cash, a maximum of 17,495,849 shares of Common Stock would be issuable in connection therewith (if not further adjusted). The total number of shares of Common Stock of the Company which are issuable under warrants held by each of Pink Sands Group, LLC, Cyber, Moode LLC, Moon Cat, LLC, Zorba Investments LLC, Purple Poseidon LLC, Tentacle Holdings LLC, PCAO LLC, Johnny Foxtrot LLC and New Island Advisors LLC (collectively, the " Strategic Advisors "), and issued pursuant to each Strategic Advisor Agreement as of July 29, 2025, was 45,572,251 (the " Strategic Advisor Warrants "), which Strategic Advisor Warrants are described in greater detail in the July 30 Form 8-K. If the Strategic Advisor Warrants were exercised in full for cash, a maximum of 45,572,251 shares of Common Stock would be issuable in connection therewith (if not further adjusted). The shares of Common Stock and Pre-Funded Warrants issued pursuant to the SPA, the Strategic Advisor Warrants issued pursuant to the Strategic Advisor Agreements, the Placement Agent Shares issued to the Placement Agent, and the Consulting Shares (collectively, the " Securities "), have not been registered under the Securities Act of 1933, as amended (the " Secu

02 Departure of Directors or Certain

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. (b) Director Resignation On July 31, 2025, Dr. Lawrence Steinman provided notice to the Board of Directors of the Company (the "Board") of his resignation as a member of the Board, effective on the Closing Date. As a result, Dr. Steinman's resignation occurred automatically on August 4, 2025, upon the Closing. Dr. Steinman's resignation was not the result of a disagreement with the Company on any matter relating to the Company's operations, policies or practices. (d) Director Appointment On July 31, 2025, the Board, with the recommendation of the Nominating and Corporate Governance Committee of the Board, appointed Andrew Suckling and Crystal Heter (collectively, the " Appointees " and the " Appointments ") each as a member of the Board. The Appointments were to be effective upon the Closing. As a result, the Appointments occurred automatically on August 4, 2025. Both Mr. Suckling and Ms. Heter were appointed as Class I directors of the Company, and will serve as a director, until the Company's 2027 Annual Meeting of Stockholders, and until their successors have been duly elected and qualified, or until their earlier death, resignation or removal. 3 At the same time, the Board, pursuant to the power provided to the Board by the Company's Second Amended and Restated Certificate of Incorporation, as amended, set the number of members of the Board at six (6) members. The Board determined that Mr. Suckling and Ms. Heter are " independent " pursuant to the rules of The Nasdaq Capital Market and pursuant to Rule 10A-3(b)(1) under the Securities Exchange Act of 1934, as amended. Upon their appointment to the Board, Mr. Suckling was appointed as Chairperson of the Compensation Committee, and Ms. Heter was appointed as a Member of the Audit Committee, the Compensation Committee and Nominating and the Corporat

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure. On August 4, 2025, the Company issued a press release announcing the Closing of the Private Placement. The press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and incorporated into this Item 7.01 by reference. The information in this Item 7.01 , including Exhibit 99.1 attached hereto, shall not be deemed " filed " for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act, except as expressly set forth by specific reference in such filing.

01 Other Events

Item 8.01 Other Events. The Closing of the Private Placement occurred on August 4, 2025, as discussed in greater detail in Item 3.02 , which disclosures are incorporated by reference into this Item 8.01 . As a result of the issuance of shares of Common Stock in connection with the Closing (including shares of Common Stock issued to the Placement Agent, and shares of Common Stock issued as a consulting fee, as described in greater detail in the July 30 Form 8-K), the Company has as of the time of filing of this Current Report on Form 8-K and following the issuance of all the shares of Common Stock issuable in connection with the Private Placement, 155,084,079 shares of Common Stock issued and outstanding, provided , that 1,318,000 shares of Common Stock are expected to be repurchased by the Company and cancelled shortly following the date of this Current Report on Form 8-K pursuant to the terms of that certain Settlement and Release Agreement dated and effective April 23, 2024, by and between the Company, Elray Resources, Inc. and Luxor Capital, LLC, as previously disclosed. 6

Forward-Looking Statements

Forward-Looking Statements This Current Report on Form 8-K, including Exhibit 99.1 to this Current Report on Form 8-K, contains forward-looking statements within the meaning of the federal securities laws, including the Private Securities Litigation Reform Act of 1995, and, as such, may involve known and unknown risks, uncertainties and assumptions. These forward-looking statements address various matters including of proceeds from the Private Placement, the Company's proposed digital asset treasury strategy, the digital assets to be held by the Company, the expected benefits from the transactions described herein and the Company's ability to commercialize its iGaming assets as well as continuing to maintain the intellectual property around the Company's existing biotechnology assets. You can identify these forward-looking statements by words such as " may, " " should, " " expect, " " anticipate, " " believe, " " estimate, " " intend, " " plan " and other similar expressions. Each forward-looking statement contained in this Form 8-K, and in Exhibit 99.1 attached hereto is subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such and related transactions, including the proposed digital asset treasury strategy; changes in business, market, financial, political and regulatory conditions; risks relating to the Company's operations and business, including the highly volatile nature of the price of Ether (ETH) and other cryptocurrencies; the risk that the Company's stock price may be highly correlated to the price of the digital assets that it holds; risks related to increased competition in the industries in which the Company does an

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 4.1+ Form of Pre-Funded Warrant to Purchase Common Stock of 180 Life Sciences Corp (Filed as Exhibit 4.1 to the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on July 30, 2025, and incorporated herein by reference). 4.2* Form of Strategic Advisor Warrant to Purchase Common Stock of 180 Life Sciences Corp. 10.1* Asset Management Agreement, dated as of August 4, 2025, between 180 Life Sciences Corp. and Electric Treasury Edge, LLC*** 10.2* Offer Letter effective August 4, 2025, between 180 Life Sciences Corp. and Crystal Heter 10.3* Offer Letter effective August 4, 2025, between 180 Life Sciences Corp. and Andrew Suckling 10.4+ Form of 180 Life Sciences Corp. Indemnity Agreement (Filed as Exhibit 10.6 to the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on May 9, 2024, and incorporated herein by reference) 10.5* Form of Securities Purchase Agreement, dated as of July 29, 2025, between 180 Life Sciences Corp. and the purchasers set forth therein*** 10.6* Form of Registration Rights Agreement, dated as of August 4, 2025, between 180 Life Sciences Corp. and the other parties thereto 10.7* Form of Strategic Advisor Agreement, dated as of July 29, 2025, between 180 Life Sciences Corp. and the other parties thereto 99.1** Press Release, dated August 4, 2025 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). + Previously filed. * Filed as exhibits to the Original Report. ** Furnished as an exhibit to the Original Report. *** Certain schedules, exhibits and similar attachments have been omitted pursuant to Item 601(a)(5) of Regulation S-K and portions of this exhibit have been redacted pursuant to Item 601(b)(2) of Regulation S-K. The Company will provide a copy of such omitted materials to the Securities and Exchange Commission

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Date: August 18, 2025 ETHZilla Corporation By: /s/ Blair Jordan Name: Blair Jordan Title: Chief Executive Officer 8

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