ETHZilla Corp. Files 8-K: Material Agreements & Equity Sales

TL;DR

ETHZilla Corp. just dropped an 8-K detailing new debt, equity sales, and changes to shareholder rights. Big moves happening.

AI Summary

ETHZilla Corp. entered into a material definitive agreement on September 22, 2025, which also created a direct financial obligation. The company also disclosed unregistered sales of equity securities and material modifications to security holder rights. This filing also includes Regulation FD disclosures and other events.

Why It Matters

This 8-K filing indicates significant corporate actions by ETHZilla Corp., including new financial obligations and equity transactions, which could impact its financial structure and shareholder value.

Risk Assessment

Risk Level: medium — The filing involves material definitive agreements, financial obligations, and unregistered equity sales, which can introduce financial and regulatory risks.

Key Players & Entities

• ETHZilla Corp. (company) — Filer of the 8-K report
• 0001690080 (company) — Central Index Key for ETHZilla Corp.
• 20250922 (date) — Filing date and period of report
• 6199 (industry_code) — Standard Industrial Classification for Finance Services
• DE (state) — State of incorporation
• 1231 (date) — Fiscal year end
• 001-38105 (company) — SEC File Number for ETHZilla Corp.
• 251328657 (film_number) — Film number for the filing
• 2875 SOUTH OCEAN STREET SUITE 200 (address) — Business and mailing address
• PALM BEACH (city) — City for business and mailing address

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 " Original Principal Amount ") in
• $1 b — oceeds not in excess of an aggregate of $1 billion, subject to certain pre-requisite
• $4.00 — such applicable purchase price exceeds $4.00 (as adjusted for stock splits, stock di
• $350 million — 5, in the aggregate principal amount of $350 million (the " New Principal Amount ") in excha
• $50 million — he New Convertible Notes are secured by $50 million of Ether (ETH) (the " ETH Collateral ")
• $500 million — e " ETH Collateral ") and approximately $500 million in cash (the " Cash Collateral "). At
• $3.05 — reon, at an initial conversion price of $3.05 (the " Conversion Price "), which is su
• $4.4785 — ts principal trading market must exceed $4.4785 (as adjusted for stock splits and simil
• $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
• $3 — rted in full at the conversion price of $3.05, the maximum number of shares of com
• $250.0 million — ed a stock repurchase program for up to $250.0 million of the currently outstanding shares of
• $2.41 — of common stock at an average price of $2.41 per share, which have been cancelled an
• $462 million — H Equivalents Held (USD): approximately $462 million Total USD Cash Equivalents: approxima

Filing Documents

• ea0258188-8k_ethzilla.htm (8-K) — 74KB
• ea025818801ex4-1_ethzilla.htm (EX-4.1) — 294KB
• ea025818801ex10-2_ethzilla.htm (EX-10.2) — 51KB
• ea025818801ex99-1_ethzilla.htm (EX-99.1) — 44KB
• ex99-1_001.jpg (GRAPHIC) — 15KB
• 0001213900-25-089862.txt ( ) — 793KB
• ethzw-20250922.xsd (EX-101.SCH) — 4KB
• ethzw-20250922_def.xml (EX-101.DEF) — 26KB
• ethzw-20250922_lab.xml (EX-101.LAB) — 36KB
• ethzw-20250922_pre.xml (EX-101.PRE) — 25KB
• ea0258188-8k_ethzilla_htm.xml (XML) — 6KB

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 originally filed by ETHZilla Corporation, formerly 180 Life Sciences Corp. (the " Company " , " we " and " us "), with the Securities and Exchange Commission (the " SEC ") on August 11, 2025, as amended by Amendment No. 1 thereto filed with the SEC on August 21, 2025, on August 8, 2025, the Company 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 " Existing Convertible Notes ") in aggregate principal amount of $156,250,000 (the " Original Principal Amount ") in exchange for cash equal to 96.0% of the Original Principal Amount (the " Original Debt Financing "). On September 22, 2025, the Company entered into an Amendment and Waiver Agreement with the Investor (the " Amendment Agreement "), pursuant to which, among other things (a) the Company agreed to sell a new series of senior secured convertible notes to the Investor (the " New Convertible Notes ", and together with the Existing Convertible Notes, the " Convertible Notes "); (b) the Company and the Investor agreed to partially waive and modify certain terms of the Existing Convertible Notes and the Securities Purchase Agreement, including: (i) to reduce the interest rate from 4% to 2% (ii) excluding the New Convertible Notes from the anti-dilutive provisions of the Existing Convertible Notes, except in connection with the Existing Note Conversion Price Adjustment (defined and described below), (iii) permitting the Company to Stake (as defined in the Security Purchase Agreement) the collateral held in the Company's crypto control accounts, (iv) allowing the Company to use the yield of any cash held in the controlled accounts (less the accrued and unpaid interest on the Convertible Notes

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 Amendment Agreement and the New 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 New Convertible Notes and the securities of the Company that may be issued in connection with the New 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 New Convertible Notes were converted in full at the conversion price of $3.05, the maximum number of shares of common stock currently issuable upon conversion thereof (notwithstanding the Exchange Cap), would total 114,754,098 shares of common stock.

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 New Convertible Notes, Securities Purchase Agreement and/or Amendment Agreement, include working capital restrictions and limitations on the payment of dividends.

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure. On September 22, 2025, the Company issued a press release announcing the sale of the Convertible Notes, providing an update on its stock repurchase program, business strategy, and ETH accumulation, a copy of which is furnished hereto as Exhibit 99.1 , which is incorporated by reference into this Item 7.01 in its entirety. 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. Stock Repurchase Program On August 22, 2025, the Board of Directors of the Company authorized and approved a stock repurchase program for up to $250.0 million of the currently outstanding shares of the Company's common stock. Subject to any future extension in the discretion of the Board of Directors of the Company, the repurchase program is scheduled to expire upon the earliest of (i) June 30, 2026, (ii) when a maximum of $250.0 million of the Company's common stock has been repurchased, or (iii) when such program is discontinued by the Board of Directors. From September 13, 2025 to September 19, 2025, the Company repurchased an aggregate of approximately 0.5 million shares of common stock at an average price of $2.41 per share, which have been cancelled and/or in the process of being cancelled. 4 ETH Accumulation Status Update A summary of ETHZilla's current ETH position and key metrics as of September 19, 2025: Total ETH & ETH Equivalents Held: 102,264 Total ETH & ETH Equivalents Held (USD): approximately $462 million Total USD Cash Equivalents: approximately: $559 million Total Earned Protocol Tokens: 1,500,000 Total Shares Outstanding: 160,176,122 Updated Risk Factors In connection with the announcement of the offering of the New 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 have outstanding convertible notes in the aggregate principal amount of $350 million. The Convertible Not

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 4.1* Form of Convertible Debenture dated September 22, 2025 10.1*** Form of Secured Convertible Debenture Purchase Agreement, dated as of August 8, 2025 by and between the Company and the investor thereto 10.2* Form of Amendment and Waiver Agreement dated September 22, 2025 10.3*** Form of Registration Rights Agreement dated September 8, 2025 10.4*** Form of Pledge and Security Agreement dated September 8, 2025 10.5*** Form of Guaranty dated September 8, 2025 99.1** Press Release, dated September 22, 2025 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). * Filed herewith. ** Furnished herewith. *** Filed as exhibits to the Company's Current Report on Form 8-K, filed with the Securities and Exchange Commission on August 11, 2025, and incorporated by reference herein. Certain schedules, exhibits and similar attachments have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company will provide a copy of such omitted materials to the Securities and Exchange Commission or its staff upon request.

Forward Looking Statements

Forward Looking Statements This Current Report on Form 8-K and the press release attached as Exhibit 99.1 to this Current Report on Form 8-K, may contain forward-looking information within the meaning of applicable securities laws (" forward-looking statements "). These forward-looking statements represent the Company's current expectations or beliefs concerning future events and can generally be identified using statements that include words such as "estimate," "expects," "project," "believe," "anticipate," "intend," "plan," "foresee," "forecast," "likely," "will," "target" or similar words or phrases. These forward-looking statements are subject to risks, uncertainties and other factors, many of which are outside of the Company's control which could cause actual results to differ materially from the results expressed or implied in the forward-looking the repurchase program. These statements are neither promises nor guarantees, but involve known and unknown risks, uncertainties and other important factors that may cause actual results, performance, or achievements to be materially different from any future results, performance, or achievements expressed or implied by the forward-looking statements, including, but not limited to, risks relating to the fact that common share repurchases may not be conducted in the timeframe or in the manner the Company expects, or at all, our ability to comply with the covenants associated with the New Convertible Notes and dilution caused by the conversion of such New Convertible Notes. The Company undertakes no obligation to publicly update or revise any of the forward-looking statements, whether because of new information, future events or otherwise, made in the release or presentation or in any of its Securities and Exchange Commission (SEC) filings or public disclosures, except as provided

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 22, 2025 ETHZilla Corporation By: /s/ McAndrew Rudisill Name: McAndrew Rudisill Title: Chief Executive Officer 7

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View this 8-K filing on SEC EDGAR