ETHZilla Corp. Files 8-K/A Amendment with Key Corporate Updates

TL;DR

ETHZilla Corp. amended its 8-K, dropping new deals, equity sales, and exec changes. Big moves ahead.

AI Summary

ETHZilla Corp. filed an amendment (8-K/A) on August 21, 2025, related to events occurring on August 7, 2025. The filing indicates several material events including the entry into a definitive agreement, creation of financial obligations, unregistered sales of equity securities, and modifications to security holder rights. It also notes changes in officers and directors, and compensatory arrangements.

Why It Matters

This amendment to ETHZilla Corp.'s 8-K filing signals significant corporate actions, including potential new financial obligations and equity transactions, which could impact investors and the company's strategic direction.

Risk Assessment

Risk Level: medium — The filing indicates unregistered sales of equity and creation of financial obligations, which can introduce financial and operational risks.

Key Players & Entities

• ETHZilla Corp. (company) — Filer of the 8-K/A amendment
• 0001690080 (company) — Central Index Key for ETHZilla Corp.
• 20250807 (date) — Date of events reported in the filing
• 20250821 (date) — Filing date of the amendment

FAQ

Key Financial Figures

• $0.0001 — ch registered Common Stock, par value $0.0001 per share ETHZ The NASDAQ Stock Mar
• $156,250,000 — tes ") in aggregate principal amount of $156,250,000 (the " Principal Amount ") in exchange
• $44.5 million — s. The Convertible Notes are secured by $44.5 million of Ether (ETH) (the " ETH Collateral ")
• $156.25 million — e " ETH Collateral ") and approximately $156.25 million in cash (the " Cash Collateral "). At
• $3.445 — reon, at an initial conversion price of $3.445 (the " Conversion Price "), which is su
• $5 million — aintain, at all times, (i) a balance of $5 million or more held in accounts other than the
• $250,000 — In addition, the Company will pay up to $250,000 in legal fees of the Investor's counsel
• $0.125 — xecution of any such Debt Offering plus $0.125. Effective with the closing of the Deb
• $3 — t Strategic Advisor Warrant is equal to $3.445, which is the Conversion Price of t
• $3.01 — . The Options have an exercise price of $3.01 per share, which is $0.01 above the clo
• $0.01 — cise price of $3.01 per share, which is $0.01 above the closing sales price of the Co

Filing Documents

• ea0254067-8ka1_ethzilla.htm (8-K/A) — 84KB
• 0001213900-25-079088.txt ( ) — 305KB
• ethz-20250807_def.xml (EX-101.DEF) — 26KB
• ethz-20250807_lab.xml (EX-101.LAB) — 36KB
• ethz-20250807_pre.xml (EX-101.PRE) — 25KB
• ethz-20250807.xsd (EX-101.SCH) — 4KB
• ea0254067-8ka1_ethzilla_htm.xml (XML) — 6KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. On August 8, 2025, ETHZilla Corporation formerly 180 Life Sciences Corp. (the " Company ", " we " and " us ") entered into a Securities Purchase Agreement (the " Securities Purchase Agreement ") with investment funds managed by an institutional investor (the " Investor "), under which the Company agreed to sell and issue to the Investor senior secured convertible notes (the " Convertible Notes ") in aggregate principal amount of $156,250,000 (the " Principal Amount ") in exchange for cash equal to 96.0% of the Principal Amount (the " Debt Financing "). The Company closed the Debt Financing simultaneously with the signing of the Securities Purchase Agreement (the " Effective Date "). The Convertible Notes were issued in a private placement in reliance upon an exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended (the " Securities Act "). The Convertible Notes bear interest at a rate of 0.00% per annum for the first six months, and 4.00% per annum for the following six months through the maturity date, which is the third year anniversary of the issuance date of the Convertible Notes (the " Maturity Date ") or earlier conversion or redemption date. The interest rate will increase to a rate of 18.0% per annum upon the occurrence and during the continuance of an event of default under the Convertible Notes. The Convertible Notes are secured by $44.5 million of Ether (ETH) (the " ETH Collateral ") and approximately $156.25 million in cash (the " Cash Collateral "). At any time following the nine-month anniversary of the Effective Date, the Investor shall have the right to require that the Company redeem all or any part of the outstanding Convertible Notes. If at any time after the Effective Date, (i) the loan to value ratio of the Convertible Notes is greater than 85%, or (ii) upon the occurrence of any Trigger Event (as defined in the Convertible Notes), the Investor sh

03 Creation of a Direct Financial

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information set forth above in Item 1.01 of this Current Report with respect to the Securities Purchase Agreement and the Convertible Notes is hereby incorporated by reference into this Item 2.03 .

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities. The disclosure set forth above in Item 1.01 of this Current Report is incorporated by reference herein, to the extent applicable. The Convertible Notes and the securities of the Company that may be issued in connection with the Debt Financing will not be registered under the Securities Act, in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act and/or Regulation D promulgated thereunder. In the event the Convertible Notes were converted in full at the conversion price of $3.445, the maximum number of shares of Common Stock currently issuable upon conversion thereof (notwithstanding the Exchange Cap), would total 45,355,588 shares of Common Stock. If the Subsequent Strategic Advisor Warrants were exercised in full for cash, a maximum of 9,071,110 shares of Common Stock would be issuable in connection therewith (if not further adjusted). 3 To the extent the grants of the Options (discussed and defined in Item 5.02 below under " Option Grants ", which discussion and disclosures are incorporated by reference into this Item 3.02 ) are deemed to be " sold or offered " (and not issued under a no-sale theory), such grants were exempt from registration pursuant to Section 4(a)(2) of the Securities Act for such grants, since the grants did not involve a public offering and the recipients were " accredited investors ". The securities are subject to transfer restrictions, and the securities contain/will contain an appropriate legend stating that such securities have not been registered under the Securities Act and may not be offered or sold absent an effective registration statement under the Securities Act or pursuant to an exemption therefrom. The securities were not registered under the Securities Act and such securities may not be offered or sold in the United States absent registration or an exemption from registration under the Securities Act and any applicable

03 Material Modifications to Rights

Item 3.03 Material Modifications to Rights of Security Holders. The disclosure set forth above in Item 1.01 of this Current Report is incorporated by reference herein, to the extent applicable and in so far as the Convertible Notes include working capital restrictions and limitations on the payment of dividends.

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. (c) Executive Chairman Appointment Effective on August 7, 2025, McAndrew Rudisill was appointed as Executive Chairman of the Company. Mr. Rudisill's biographical information, and the information required by Items 401(b), (d), (e) and Item 404(a) of Regulation S-K, and a description of any material plan, contract or arrangement to which he is a party is set forth in the Current Report on Form 8-K filed with the Securities and Exchange Commission on July 30, 2025, and incorporated by reference herein. 4 Also on August 7, 2025, the Company's Board of Directors formed an Investment Committee to oversee the Company's ETH and other digital assets, consisting of McAndrew Rudisill, Executive Chairman and Ryan Smith, Lead Director. (e) Board of Directors Adoption of 180 Life Sciences Corp. 2025 Second Supplemental Option Incentive Plan On August 8, 2025, the Board of Directors of the Company, with the recommendation of the Compensation Committee of the Board of Directors, adopted the Company's 2025 Second Supplemental Option Incentive Plan (the " 2025 Plan "). Notwithstanding such adoption, in accordance with the rules of The Nasdaq Capital Market, following the date of adoption, but prior to the Shareholder Approval Date (as defined below), (i) no stock options granted thereunder can be exercised, and (ii) if Shareholder Approval (as defined below) is not received, the 2025 Plan is to be unwound, and the outstanding stock options granted thereunder cancelled (the " Nasdaq Pre-Approval Requirements "). The 2025 Plan has not yet been approved by the Company's stockholders, in accordance with the rules of The Nasdaq Capital Market, which allow the Company to adopt an equity arrangement and grant options thereunder prior to obtaining stockholder approval, provided that (i) no options can be exercised prior to obtai

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure. On August 11, 2025, the Company issued a press release announcing the sale of the Convertible Notes. 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.

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 proceeds from the Debt Financing, 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 statement. Applicable risks and uncertainties include, among others, failure to realize the anticipated benefits of the Debt Financing 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 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 and will operate; risks relating

01 Other Events

Item 8.01 Other Events. In connection with the announcement of the offering of the Convertible Notes, the Company is supplementing the risk factors previously disclosed in its Annual Report on Form 10-K for the year ended December 31, 2024 (the "Form 10-K"), as further updated with Risk Factors included in any subsequently filed Quarterly Reports on Form 10-Q and Current Reports on Form 8-K (collectively, the " SEC Reports "), with the following risk factors. These risk factors should be read in conjunction with the risk factors included in the SEC Reports. Our stockholders may experience significant dilution as a result of conversion of our Convertible Notes. We entered into the Securities Purchase Agreement with certain investors party thereto, providing for a new series of senior secured convertible notes due 2028, in the aggregate original principal amount of $156,250,000. The Convertible Notes are convertible into shares of Common Stock in accordance with the terms thereof. Our stockholders may experience significant dilution as a result of the conversion of the Convertible Notes. The Convertible Notes contain covenants that limit our flexibility. The Convertible Notes ranks senior to all other indebtedness and are secured by a first priority security interest, and contains certain participation rights and covenants that impose certain restrictions on us, including covenants that limit our ability to issue additional securities that would dilute or conflict with the Convertible Notes during specified periods. These restrictions could limit our ability to raise additional capital or pursue strategic opportunities, potentially impacting our operating and financial flexibility. These may limit the our ability to obtain additional financing on favorable terms, which could adversely affect our operating and financial flexibility. The Convertible Notes are secured by a significant portion of our assets. The Convertible Notes are secured by $44.5 million of

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 4.1* Form of Subsequent Strategic Advisor Warrant to Purchase Common Stock of 180 Life Sciences Corp. 4.2* Form of Convertible Debenture 10.1* Form of Secured Convertible Debenture Purchase Agreement, dated as of August 8 2025 by and betw

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