ETHZilla Corp Files 8-K on Security Holder Rights & Bylaws

TL;DR

ETHZilla Corp (ETHZ) filed an 8-K detailing changes to security holder rights and bylaws as of Oct 14, 2025.

AI Summary

ETHZilla Corporation filed an 8-K on October 15, 2025, reporting events as of October 14, 2025. The filing indicates material modifications to security holder rights, amendments to its articles of incorporation or bylaws, and other events. ETHZilla Corporation, formerly known as 180 Life Sciences Corp. and KBL Merger Corp. IV, is incorporated in Delaware and operates in the Finance Services sector.

Why It Matters

This 8-K filing signals potential changes in ETHZilla Corporation's corporate structure or security holder agreements, which could impact investors' rights and the company's governance.

Risk Assessment

Risk Level: medium — Filings related to modifications of security holder rights and amendments to bylaws can indicate significant corporate changes that may affect stock value and investor confidence.

Key Players & Entities

• ETHZilla Corporation (company) — Registrant
• October 14, 2025 (date) — Earliest event reported
• October 15, 2025 (date) — Filing date
• 180 Life Sciences Corp. (company) — Former company name
• KBL Merger Corp. IV (company) — Former company name
• Delaware (jurisdiction) — State of incorporation

FAQ

Key Financial Figures

• $0.0001 — ch registered Common Stock, par value $0.0001 per share ETHZ The NASDAQ Stock Mar
• $10.00 — sociated with stock prices greater than $10.00. Many large mutual funds have minimum s

Filing Documents

• ea0261267-8k_ethzilla.htm (8-K) — 45KB
• ea026126701ex3-1_ethzilla.htm (EX-3.1) — 12KB
• ea026126701ex99-1_ethzilla.htm (EX-99.1) — 7KB
• 0001213900-25-098968.txt ( ) — 281KB
• ethz-20251014.xsd (EX-101.SCH) — 4KB
• ethz-20251014_def.xml (EX-101.DEF) — 26KB
• ethz-20251014_lab.xml (EX-101.LAB) — 36KB
• ethz-20251014_pre.xml (EX-101.PRE) — 25KB
• ea0261267-8k_ethzilla_htm.xml (XML) — 6KB

03 Material Modification to Rights of Security Holders

Item 3.03 Material Modification to Rights of Security Holders The information set forth in Item 5.03 is hereby incorporated into this Item 3.03 by reference.

03. Amendments to Articles of Incorporation or Bylaws; Change

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. Reverse Stock Split As discussed in greater detail in Item 5.07 of the Current Report on Form 8-K filed by ETHZilla Corporation (the " Company, " " we, " " our, " or " us ") with the Securities and Exchange Commission on July 24, 2025, on July 24, 2025, at the 2025 Annual Meeting of the Stockholders (the " Annual Meeting "), of the Company, the stockholders of the Company approved an amendment to the Company's Second Amended and Restated Certificate of Incorporation, as amended, to effect a reverse stock split of our issued and outstanding shares of our common stock, par value $0.0001 per share, by a ratio of between one-for-four to one-for-forty, inclusive, with the exact ratio to be set at a whole number to be determined by our Board of Directors or a duly authorized committee thereof in its discretion, at any time after approval of the amendment and prior to July 24, 2026 (the " Stockholder Authority "). The Company's Board of Directors (the " Board "), with the Stockholder Authority, subsequently approved an amendment to our Second Amended and Restated Certificate of Incorporation to effect a reverse stock split of our common stock at a ratio of 1-for-10 (the " Reverse Stock Split "). The Reverse Stock Split is more fully described in the Company's definitive proxy July 7, 2025. On October 14, 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 effect the Reverse Stock Split. A copy of the Certificate of Amendment is attached hereto as Exhibit 3.1 and is incorporated by reference herein. Pursuant to the Certificate of Amendment, the Reverse Stock Split will be effective on October 20, 2025 at 12:01 a.m

01. Other Events

Item 8.01. Other Events On October 15, 2025, the Company issued a press release announcing the Reverse Stock Split. A copy of the press release is filed herewith as Exhibit 99.1 and is incorporated by reference into this Item 8.01 . The information provided in Item 5.03 is hereby incorporated by reference. The Company has registration statements on Form S-3ASR (File Nos. 333-289772, 333-289773, 333-289811 and 333-290730), Form S-3 (File Nos. 333-288194, 333-287150, and 333-259209), Form S-1 (333-283265, 333-276796, and 333-272749) and Form S-8 (File Nos. 333-259918, 333-266716, File No. 333-274276, 333-278772, 333-284533 and 333-288934) on file with the Commission. Commission regulations permit the Company to incorporate by reference future filings made with the Commission pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended, prior to the termination of the offerings covered by registration statements filed on Form S-3, Form S-1 or Form S-8. The information incorporated by reference is considered to be part of the prospectus included within each of those registration statements. Information in this Item 8.01 of this Current Report on Form 8-K is therefore intended to be automatically incorporated by reference into each of the active registration statements listed above, thereby amending them. Pursuant to Rule 416(b) under the Securities Act, the amount of undistributed shares of common stock deemed to be covered by the effective registration statements of the Company described above are proportionately reduced as of the Effective Time to give effect to the Reverse Stock Split. 2

01 Financial Statements, Pro Forma

Item 9.01 Financial Statements, Pro Forma Financial Information and Exhibits. (d) Exhibits Exhibit Description 3.1 Certificate of Amendment of Second Amended and Restated Certificate of Incorporation of ETHZilla Corporation, filed with the Secretary of State of Delaware on October 14, 2025 99.1 Press release dated October 15, 2025 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 3

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: October 15, 2025 ETHZilla Corporation By: /s/ McAndrew Rudisill Name: McAndrew Rudisill Title: Chief Executive Officer 4

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View this 8-K filing on SEC EDGAR