ETHZilla Corp. Enters Material Definitive Agreement
Ticker: FRMM · Form: 8-K · Filed: Aug 25, 2025 · CIK: 1690080
| Field | Detail |
|---|---|
| Company | Ethzilla CORP (FRMM) |
| Form Type | 8-K |
| Filed Date | Aug 25, 2025 |
| Risk Level | medium |
| Pages | 5 |
| Reading Time | 6 min |
| Key Dollar Amounts | $0.0001, $10.0 billion, $34.4 million, $75,000, $425 million |
| Sentiment | neutral |
Sentiment: neutral
Topics: material-agreement, corporate-actions, pharmaceuticals
Related Tickers: ETHZ
TL;DR
ETHZilla Corp. just signed a big deal, filing an 8-K on 8/22/25.
AI Summary
On August 22, 2025, ETHZilla Corp. (formerly 180 Life Sciences Corp. and KBL Merger Corp. IV) entered into a material definitive agreement. The company, incorporated in Delaware with its principal office in Palm Beach, FL, is in the Pharmaceutical Preparations industry.
Why It Matters
This filing indicates a significant business development for ETHZilla Corp., potentially impacting its future operations and stock value.
Risk Assessment
Risk Level: medium — Entering into a material definitive agreement can introduce new risks and opportunities that are not yet fully understood.
Key Numbers
- 001-38105 — SEC File Number (Identifies the company's filing history with the SEC.)
- 90-1890354 — IRS Employer Identification No. (Company's tax identification number.)
Key Players & Entities
- ETHZilla Corp. (company) — Registrant
- 180 Life Sciences Corp. (company) — Former Company Name
- KBL Merger Corp. IV (company) — Former Company Name
- August 22, 2025 (date) — Date of earliest event reported
- Delaware (jurisdiction) — State of Incorporation
- Palm Beach, FL (location) — Business Address City/State
FAQ
What is the nature of the material definitive agreement entered into by ETHZilla Corp.?
The filing does not specify the details of the material definitive agreement, only that one was entered into on August 22, 2025.
When was ETHZilla Corp. previously known by other names?
ETHZilla Corp. was formerly known as 180 Life Sciences Corp. (name change date 20201106) and KBL Merger Corp. IV (name change date 20161115).
What is ETHZilla Corp.'s industry?
ETHZilla Corp. is classified under Pharmaceutical Preparations (SIC code 2834).
Where is ETHZilla Corp. headquartered?
ETHZilla Corp.'s business and mailing address is 2875 South Ocean Street, Suite 200, Palm Beach, FL 33480.
What is the filing date of this 8-K report?
This 8-K report was filed as of August 25, 2025, with the earliest event reported on August 22, 2025.
Filing Stats: 1,397 words · 6 min read · ~5 pages · Grade level 13.3 · Accepted 2025-08-22 19:12:17
Key Financial Figures
- $0.0001 — ch registered Common Stock, par value $0.0001 per share ETHZ The NASDAQ Stock Mar
- $10.0 billion — ng an aggregate offering price of up to $10.0 billion. The shares of Common Stock will be iss
- $34.4 million — gregate gross proceeds of approximately $34.4 million under the Initial Sales Agreement. Upo
- $75,000 — the Sales Agreement in an amount up to $75,000, in addition to certain ongoing legal e
- $425 million — (i) private placement of approximately $425 million of Common Stock and pre-funded warrants
- $156,250,000 — es in the aggregate principal amount of $156,250,000, which closed on August 8, 2025. 1 Th
Filing Documents
- ea0254338-8k_ethzilla.htm (8-K) — 36KB
- ea025433801ex1-1_ethzilla.htm (EX-1.1) — 244KB
- ea025433801ex5-1_ethzilla.htm (EX-5.1) — 14KB
- ex5-1_001.jpg (GRAPHIC) — 107KB
- 0001213900-25-080048.txt ( ) — 714KB
- ethz-20250822.xsd (EX-101.SCH) — 4KB
- ethz-20250822_def.xml (EX-101.DEF) — 26KB
- ethz-20250822_lab.xml (EX-101.LAB) — 36KB
- ethz-20250822_pre.xml (EX-101.PRE) — 25KB
- ea0254338-8k_ethzilla_htm.xml (XML) — 6KB
01 Entry into a Material Definitive
Item 1.01 Entry into a Material Definitive Agreement. Amended and Restated Sales Agreement As previously reported, on August 13, 2025, ETHZilla Corporation (formerly 180 Life Sciences Corp.) (the "Company") entered into a Sales Agreement (the "Initial Sales Agreement") with Clear Street LLC (the "Agent"), acting as sales agent for the Company's "at the market offering" program. On August 22, 2025, the Company entered into an Amended and Restated Sales Agreement (the "Sales Agreement") to sell from time to time through the Agent, acting as sales agent, shares of the Company's common stock, par value $0.0001 per share (the "Common Stock"), having an aggregate offering price of up to $10.0 billion. The shares of Common Stock will be issued pursuant to the Company's automatic shelf registration statement on Form S-3 (File No. 333-289811), filed with the Securities and Exchange Commission ("SEC") on August 22, 2025 (the "Registration dated August 22, 2025 (the "Prospectus Supplement"), filed by the Company with the SEC pursuant to Rule 424(b) under the Securities Act. Following the execution of the Sales Agreement, the Company may not make any offers or sales of its Common Stock pursuant to at-the-market offering prospectus initially filed on August 13, 2025. The Company issued and sold 5,001,310 shares of Common Stock for aggregate gross proceeds of approximately $34.4 million under the Initial Sales Agreement. Upon delivery of a placement notice and subject to the terms and conditions of the Sales Agreement, the Agent may sell the Common Stock in negotiated transactions or transactions that are deemed to be an "at the market offering" as defined in Rule 415(a)(4) promulgated under the Securities Act of 1933, as amended (the " Securities Act "), including sales made directly on the principal market on which the Common Stock is listed or
01 Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 1.1 Amended and Restated Sales Agreement, dated August 22, 2025, by and between ETHZilla Corporation and Clear Street LLC 5.1 Opinion of The Loev Law Firm, PC 23.1 Consent of The Loev Law Firm, PC (included in Exhibit 5.1) 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). 2
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 22, 2025 ETHZilla Corporation By: /s/ Blair Jordan Name: Blair Jordan Title: Chief Executive Officer 3