ETHZilla Corp. Files 8-K with Key Corporate Updates

TL;DR

ETHZilla Corp. dropped an 8-K detailing major corporate changes, officer shifts, and shareholder votes.

AI Summary

ETHZilla Corp. filed an 8-K on October 8, 2025, reporting several key events. These include material modifications to security holder rights, changes in officers and directors, amendments to governing documents, and submission of matters to a vote. The filing also covers Regulation FD disclosures and other events, along with financial statements and exhibits.

Why It Matters

This 8-K filing signals significant corporate actions and governance changes at ETHZilla Corp., which could impact security holders and the company's strategic direction.

Risk Assessment

Risk Level: medium — The filing covers a range of corporate actions including potential changes in rights, governance, and strategic direction, which inherently carry medium risk.

Key Players & Entities

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

FAQ

Key Financial Figures

• $0.0001 — ch registered Common Stock, par value $0.0001 per share ETHZ The NASDAQ Stock Mar
• $2.92 — common stock with an exercise price of $2.92 per share and cashless exercise rights,
• $3.01 — common stock with an exercise price of $3.01 per share and cashless exercise rights,
• $3.05 — based on a current conversion price of $3.05 per share. Item 9.01 Financial Stateme

Filing Documents

• ea0260653-8k_ethzilla.htm (8-K) — 75KB
• ea026065301ex3-1_ethzilla.htm (EX-3.1) — 8KB
• ea026065301ex10-1_ethzilla.htm (EX-10.1) — 116KB
• ea026065301ex99-1_ethzilla.htm (EX-99.1) — 12KB
• ex3-1_001.jpg (GRAPHIC) — 85KB
• ex99-1_001.jpg (GRAPHIC) — 4KB
• 0001213900-25-097483.txt ( ) — 586KB
• ethz-20251007.xsd (EX-101.SCH) — 4KB
• ethz-20251007_def.xml (EX-101.DEF) — 26KB
• ethz-20251007_lab.xml (EX-101.LAB) — 36KB
• ethz-20251007_pre.xml (EX-101.PRE) — 25KB
• ea0260653-8k_ethzilla_htm.xml (XML) — 6KB

03 Material Modification to Rights of

Item 3.03 Material Modification to Rights of Security Holders. The disclosures set forth in Item 5.03 of this Current Report on Form 8-K are incorporated into this Item 3.03 by reference.

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. The disclosures set forth in Item 5.07 of this Current Report on Form 8-K are incorporated into this Item 5.02 by reference. On October 7, 2025, at the Special Meeting (the " Special Meeting ") of the stockholders of the ETHZilla Corporation (the " Company ", " we " and " us ") , the stockholders of the Company approved: 1. The adoption of the ETHZilla Corporation 2025 Omnibus Incentive Plan (the " Omnibus Plan "); 2. The adoption of the ETHZilla Corporation 2025 Supplemental Option Incentive Plan (the " 2025 Supplemental Plan "); and 3. The adoption of the ETHZilla Corporation 2025 Second Supplemental Option Incentive Plan (the " Second 2025 Supplemental Plan ", and collectively with the 2025 Supplemental Plan and Omnibus Plan, the " Plans "), in accordance with the voting results set forth below under Item 5.07 . The material terms of the Omnibus Plan, 2025 Supplemental Plan, and the Second 2025 Supplemental Plan, were described in the Company's Definitive Proxy 5, 2025, under "Proposal 2 Adoption of the ETHZilla Corporation 2025 Omnibus Incentive Plan", "Proposal 3 Approval of the ETHZilla Corporation 2025 Supplemental Option Incentive Plan", and "Proposal 4 Approval of the ETHZilla Corporation 2025 Second Supplemental Option Incentive Plan", respectively. ETHZilla Corporation 2025 Omnibus Incentive Plan On August 26, 2025, the Board of Directors of the Company (the " Board "), with the recommendation of the Compensation Committee of the Board, adopted the Omnibus Plan, subject to stockholder approval at the Special Meeting. The Company's 2022 Omnibus Incentive Plan, as amended and restated (the " Prior Plan "), was originally adopted by the Board on April 26, 2022. As a res

03 Amendments to Articles of Incorporation

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. Increase in Authorized Shares As discussed in greater detail in Item 5.07 and "Proposal 6 Approval of an Amendment to Our Second Amended and Restated Certificate of Incorporation to Increase the Company's Authorized Number of Shares of Common Stock From One Billion (1,000,000,000) to Five Billion (5,000,000,000)" of the Proxy Statement, on October 7, 2025, at the Special Meeting, the stockholders of the Company approved an amendment to the Company's Second Amended and Restated Certificate of Incorporation, to increase the Company's authorized number of shares of common stock, par value $0.0001 per share from one billion (1,000,000,000) shares to five billion (5,000,000,000) shares. On October 8, 2025, we filed a Certificate of Amendment to our Second Amended and Restated Certificate of Incorporation, as amended (the " Certificate of Amendment ") with the Secretary of State of the State of Delaware to increase the Company's authorized number of shares of common stock, par value $0.0001 per share from one billion (1,000,000,000) shares to five billion (5,000,000,000) shares, which became effective when filed on October 8, 2025. The foregoing description of the Certificate of Amendment does not purport to be complete and is qualified in its entirety by reference to the Certificate of Amendment attached hereto as Exhibit 3.1 and incorporated by reference herein. 2

07. Submission of Matters to a Vote of Security Holders

Item 5.07. Submission of Matters to a Vote of Security Holders. At the Special Meeting, stockholders representing 58,122,938 shares of the Company's capital stock entitled to vote at the Special Meeting were present in person or by proxy representing 35.34% of the voting shares issued and outstanding on the record date of August 20, 2025, and constituting a quorum to conduct business at the Special Meeting. The following sets forth the matters that were voted upon by the Company's stockholders at the Special Meeting and the voting results for such matters. These matters are described in more detail in the Proxy Statement. Proposal 1 The one individual listed below was elected at the Special Meeting to serve as a Class II director of the Company, to serve a term of one year and until his respective successor has been elected and qualified, or until such director's resignation or removal, by the following vote: Director Nominee For Withheld Broker Non-Votes Jason New 58,035,021 87,917 — Mr. New's biographical information and the other information required by Items 401(b), (d), (e) and Item 404(a) of Regulation S-K are described in greater detail in the Proxy Statement under " Proposal 1 Election of Directors ". No stockholders abstained from voting on the appointment of the director of the Company as discussed above. Proposal 2 A management proposal to approve the adoption of the ETHZilla Corporation 2025 Omnibus Incentive Plan, was approved by the following vote: For Against Abstain Broker Non-Votes 57,809,800 267,242 45,596 — Proposal 3 A management proposal to approve the adoption of the ETHZilla Corporation 2025 Supplemental Option Incentive Plan, was approved by the following vote: For Against Abstain Broker Non-Votes 57,805,666 268,470 48,802 — Proposal 4 A management proposal to approve the adoption of the ETHZilla Corporation 2025 Second Supplemental Option Incentive Plan was approved by the follo

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure. On October 8, 2025, the Company filed a press release announcing the appointment of Jason New as a member of the Board of Directors of the Company. A copy of the press release is attached as Exhibit 99.1 and is incorporated herein by reference. The information in this Item 7.01 of this Current Report on Form 8-K, including the information contained in Exhibit 99.1 is being furnished to the Securities and Exchange Commission, and shall not be deemed to be "filed" for the purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section, and shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act of 1934, as amended, except as shall be expressly set forth by a specific reference in such filing. 4

01. Other Events

Item 8.01. Other Events The information provided in Item 5.07 is hereby incorporated by reference. As a result of the approval of Proposal No. 3 above, the outstanding options to purchase 9,197,614 shares of common stock with an exercise price of $2.92 per share and cashless exercise rights, are now exercisable during the term of such options. As a result of the approval of Proposal No. 4 above, outstanding options to purchase up to 1,814,221 shares of common stock with an exercise price of $3.01 per share and cashless exercise rights, are now exercisable during the term of such options. As a result of the approval of Proposal No. 5 above, the principal amount of Convertible Notes is convertible into 51,229,508 shares of common stock, subject to further adjustment as provided therein, based on a current conversion price of $3.05 per share.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 3.1* Certificate of Amendment of Second Amended and Restated Certificate of Incorporation for ETHZilla Corporation increasing the Company's Authorized Number of Shares of Common Stock From One Billion (1,000,000,000) to Five Billion (5,000,000,000), as filed with the Secretary of State of Delaware on October 8, 2025 10.1* ETHZilla Corporation 2025 Omnibus Incentive Plan 10.2 ETHZilla Corporation 2025 Supplemental Option Incentive Plan (filed as Exhibit 10.4 to the Company's Current Report on Form 8-K, filed with the Securities and Exchange Commission on July 30, 2025, and incorporated by reference herein) 10.3 ETHZilla Corporation 2025 Second Supplemental Option Incentive Plan (filed as Exhibit 10.6 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) 99.1** Press Release of ETHZilla Corporation dated October 8, 2025 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) * Filed herewith. ** Furnished herewith. 5

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. ETHZILLA CORPORATION Date: October 8, 2025 By: /s/ McAndrew Rudisill McAndrew Rudisill Chief Executive Officer 6

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View this 8-K filing on SEC EDGAR