ETHZilla Corp. Files 8-K on Material Agreements & Officer Changes

TL;DR

ETHZilla Corp. (ETHZ) filed an 8-K detailing material agreements, officer changes, and other events as of Sept 2.

AI Summary

ETHZilla Corp. (formerly 180 Life Sciences Corp.) filed an 8-K on September 5, 2025, reporting on several material events as of September 2, 2025. These include entering into and terminating material definitive agreements, changes in directors and officers, and other events. The company, operating in Pharmaceutical Preparations, is based in Palm Beach, FL.

Why It Matters

This filing indicates significant corporate actions and potential shifts in the company's structure or strategic partnerships, which could impact its future operations and stock performance.

Risk Assessment

Risk Level: medium — The filing reports on material definitive agreements and officer changes, which can introduce uncertainty and potential risks.

Key Players & Entities

• ETHZilla Corp. (company) — Filer
• 180 Life Sciences Corp. (company) — Former company name
• KBL MERGER CORP. IV (company) — Former company name
• 20250902 (date) — Date of earliest event reported
• 20250905 (date) — Filing date

FAQ

Key Financial Figures

• $0.0001 — ch registered Common Stock, par value $0.0001 per share ETHZ The NASDAQ Stock Mar
• $1,350,000 — any agreed to (a) pay Jordan Consulting $1,350,000 in cash, which would be the amount paya
• $2.775 — f the Company with an exercise price of $2.775 per share on July 29, 2025 and warrants
• $3.445 — f the Company with an exercise price of $3.445 per share on August 8, 2025, each of wh
• $60,000 — in other services, in consideration for $60,000, payable $12,000 at the time of project
• $12,000 — , in consideration for $60,000, payable $12,000 at the time of project kickoff, $36,000
• $36,000 — $12,000 at the time of project kickoff, $36,000 upon completion of configuration and da

Filing Documents

• ea0256045-8k_ethzilla.htm (8-K) — 43KB
• ea025604501ex10-1_ethzilla.htm (EX-10.1) — 65KB
• 0001213900-25-085041.txt ( ) — 334KB
• ethz-20250902.xsd (EX-101.SCH) — 4KB
• ethz-20250902_def.xml (EX-101.DEF) — 26KB
• ethz-20250902_lab.xml (EX-101.LAB) — 36KB
• ethz-20250902_pre.xml (EX-101.PRE) — 25KB
• ea0256045-8k_ethzilla_htm.xml (XML) — 5KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. The information and description of the Jordan Separation Agreement in Item 5.02 below is incorporated by reference into this Item 1.01 in its entirety.

02 Termination of a Material Definitive Agreement

Item 1.02 Termination of a Material Definitive Agreement. The information and description of the Jordan Separation Agreement and termination of the Jordan Consulting Agreement in Item 5.02 below is incorporated by reference into this Item 1.02 in their entirety. No material early termination penalties were incurred in connection with the termination of the Jordan Consulting Agreement, except as discussed in Item 5.02 , below, and incorporated by reference in this Item 1.02 . As previously disclosed, on February 5, 2025, Dr. James Woody entered into a Voting Agreement with ETHZilla Corporation (the " Company ", " we " and " us ") and Blair Jordan, the Company's then Chief Executive Officer, solely for the benefit of the Company. Under the Voting Agreement, Dr. Woody agreed to vote the shares of common stock of the Company held by Dr. Woody, as recommended by the Board of Directors, until the earliest of (i) February 5, 2026, (ii) the date after August 5, 2025, that Dr. Woody sold all of the shares, or (iii) the date the Company terminated the Voting Agreement. To facilitate this arrangement, Dr. Woody granted Mr. Jordan (or his assigns) an irrevocable proxy to vote the shares in accordance with the agreement. Effective on September 3, 2025, the Company terminated the Voting Agreement, and Mr. Jordan's voting proxy for such shares of common stock of the Company held by Dr. Woody was also terminated on September 3, 2025.

02 Departure of Directors or Certain Officers; Election of

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. Mr. Blair Jordan resigned as Chief Executive Officer (Principal Executive Officer), director and Secretary of the Company effective on September 4, 2025. As previously disclosed, on June 17, 2025, the Company entered into an Amended and Restated Executive Consulting Agreement with Mr. Blair Jordan, the Chief Executive Officer, director and Secretary of the Company, and Blair Jordan Strategy and Finance Consulting Inc. (an entity owned by Mr. Jordan) (" Jordan Consulting ") dated June 17, 2025 (the " Jordan Consulting Agreement "), which replaced a prior agreement between the parties. Pursuant to the Jordan Consulting Agreement, the Company agreed to continue to engage Jordan Consulting to provide the services of Mr. Jordan to the Company as Chief Executive Officer of the Company through the term of the agreement, which was to continue through December 31, 2027, unless otherwise terminated pursuant to the terms of the agreement. On September 4, 2024, Mr. Jordan and Jordan Consulting entered into a Separation and Release Agreement with the Company (the " Jordan Separation Agreement "). Pursuant to the Jordan Separation Agreement, the Company agreed to (a) pay Jordan Consulting $1,350,000 in cash, which would be the amount payable to Jordan Consulting pursuant to the terms of the Jordan Consulting Agreement, in the event the Board of Directors of the Company decided that Mr. Jordan should step down from the role of Chief Executive Officer of the Company, and such departure was not considered a termination for just cause by the Company or a resignation for good reason by Mr. Jordan under the Jordan Consulting Agreement (the " Cash Payment "); (b) execute an assignment in order to transfer any and all rights and ownership to the design or domain of " Volaro " to Jordan Consulting (the " Volaro Ownership "); and

01 Other Events

Item 8.01 Other Events. On September 2, 2025, the Company entered into a Statement of Work with EVL Consulting LLC (" EVL Consulting "), which entity is controlled by Eric Van Lent, the Company's Chief Accounting Officer and Secretary. Pursuant to the agreement, EVL Consulting agreed to deploy a cloud based accounting and financial software system for the Company's eight operating subsidiaries, and undertake certain other services, in consideration for $60,000, payable $12,000 at the time of project kickoff, $36,000 upon completion of configuration and data migration, and $12,000 when the project goes live.

01 Financial Statements

Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description of Exhibit 10.1 Separation and Release Agreement dated September 4, 2025, by and between ETHZilla Corporation, Blair Jordan and Blair Jordan Strategy and Finance Consulting, Inc. 104 Cover Page Interactive Data File (embedded within the Inline XBRL documents). 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: September 5, 2025 ETHZilla Corporation By: /s/ McAndrew Rudisill Name: McAndrew Rudisill Title: Chief Executive Officer 3

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View this 8-K filing on SEC EDGAR