ETHZilla Corp. Completes Acquisition, Enters Material Agreement

Ticker: FRMM · Form: 8-K · Filed: Oct 23, 2025 · CIK: 1690080

Ethzilla CORP 8-K Filing Summary
FieldDetail
CompanyEthzilla CORP (FRMM)
Form Type8-K
Filed DateOct 23, 2025
Risk Levelmedium
Pages7
Reading Time8 min
Key Dollar Amounts$0.0001, $5 million, $10 m, $50,000, $2 million
Sentimentneutral

Sentiment: neutral

Topics: acquisition, material-agreement

TL;DR

ETHZilla Corp. just closed a deal and signed a new material agreement. Big moves happening.

AI Summary

On October 22, 2025, ETHZilla Corp. (formerly 180 Life Sciences Corp. and KBL Merger Corp. IV) entered into a material definitive agreement and completed an acquisition. The company, which operates in Finance Services, is incorporated in Delaware and headquartered in Palm Beach, Florida.

Why It Matters

This filing indicates significant corporate activity for ETHZilla Corp., including a completed acquisition and a new material agreement, which could impact its business operations and future financial performance.

Risk Assessment

Risk Level: medium — The filing details a material definitive agreement and completion of an acquisition, which inherently carry business and financial risks.

Key Players & Entities

FAQ

What type of material definitive agreement did ETHZilla Corp. enter into?

The filing indicates ETHZilla Corp. entered into a material definitive agreement, but the specific details of the agreement are not provided in this summary.

What was acquired by ETHZilla Corp.?

The filing states that ETHZilla Corp. completed an acquisition, but the specific assets or entities acquired are not detailed in this summary.

When was the earliest event reported in this 8-K filing?

The earliest event reported in this 8-K filing occurred on October 22, 2025.

What were ETHZilla Corp.'s former names?

ETHZilla Corp. was formerly known as 180 Life Sciences Corp. and KBL Merger Corp. IV.

What is ETHZilla Corp.'s primary business sector?

ETHZilla Corp. operates in the Finance Services sector, with a Standard Industrial Classification code of 6199.

Filing Stats: 2,081 words · 8 min read · ~7 pages · Grade level 14.3 · Accepted 2025-10-23 08:01:07

Key Financial Figures

Filing Documents

01 Entry into a Material Definitive

Item 1.01 Entry into a Material Definitive Agreement. Purchase and Subscription Agreement On October 22, 2025, ETHZilla Corporation (the " Company ", " we " and " us "), entered into a Purchase and Subscription Agreement (the " Purchase Agreement ") with Satschel, Inc., a Delaware corporation (" Satschel "). Satschel owns Liquidity.io, a regulated broker-dealer and operator of a Digital Alternative Trading System (ATS) platform (the " Platform "). Pursuant to the Purchase Agreement, Satschel sold us shares of its Class A Common Stock representing 15% of its fully-diluted capitalization (the " Satschel Securities "), in consideration for (a) $5 million in cash; and (b) 556,174 shares of our common stock with an agreed value of $10 million, which are subject to a six month lock-up (the " Satschel Shares "). The Purchase Agreement includes (i) customary representations of each of the parties; (ii) positive and negative covenants required to be met by Satschel following the Closing (defined below), relating to required quarterly budgets, financial reporting, minimum cash balances and notification of key personnel changes, as well as budget compliance, and restrictions on new business lines, capital expenditures, compensation adjustments, indebtedness, sales or dispositions of assets and operations, public listings and reverse mergers, issuances of securities, and amendments to Satschel's governing documents, without the prior written consent of the Company, subject to certain exceptions; and (iii) customary indemnification requirements of the parties, subject to a $50,000 deductible and a $2 million cap, subject to certain customary exceptions. The Purchase Agreement also provides certain additional rights to the Company following the Closing, including (a) the exclusive right in perpetuity to list any digital tokens or assets issued on Ethereum Layer 2 protocols on the Platform; (b) a right of first refusal until the earlier of (i) five years following the Closi

01 Completion of Acquisition or Disposition

Item 2.01 Completion of Acquisition or Disposition of Assets. The Satschel Securities were acquired on October 22, 2025, upon the Closing, as discussed in greater detail in Item 1.01 , above, which information and disclosures are incorporated by reference into this Item 2.01 in their entirety by reference, to the extent required by Item 2.01 of Form 8-K.

02 Unregistered Sales of

Item 3.02 Unregistered Sales of Equity Securities. The disclosures in Item 1.01 are incorporated by reference into this Item 3.02 in their entirety. The offer and sale of the Satschel Shares were exempt from registration pursuant to Section 4(a)(2) and/or Rule 506 of Regulation D of the Securities Act of 1933, as amended (the " Securities Act "), since the foregoing offer, sales and issuances did not involve a public offering, the recipient has confirmed that it is an " accredited investor ", and the recipient acquired the securities for investment only and not with a view towards, or for resale in connection with, the public sale or distribution thereof. The securities were offered without any general solicitation by us or our representatives. The securities are subject to transfer restrictions, and the securities will contain an appropriate legend stating that such securities have not been registered under the Securities Act and may not be offered or sold absent registration or pursuant to an exemption therefrom.

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure. Press Release and Presentation On October 23, 2025, the Company filed a press release announcing the Closing of the transactions contemplated by the Purchase Agreement. A copy of the press release is attached as Exhibit 99.1 and is incorporated herein by reference. The Company also published a presentation relating to the transactions discussed above on its website https://ethzilla.com, under "Investors – Presentations" (which information from such website is not incorporated by reference into this Current Report on Form 8-K), a copy of which presentation is furnished as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated into this Item 7.01 by reference. The information in this Item 7.01 of this Current Report on Form 8-K, including the information contained in Exhibits 99.1 and 99.2 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. 2

01. Financial Statements

Item 9.01. Financial Statements and Exhibits. (d) Exhibits . Exhibit Number Description of Exhibit 2.1*# Purchase and Subscription Agreement dated October 22, 2025, by and among ETHZilla Corporation and Satschel, Inc. 99.1** Press Release dated October 23, 2025 99.2** Presentation dated October 23, 2025 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) * Filed herewith. ** Furnished herewith. # Certain schedules and exhibits have been omitted pursuant to Item 601(b)(2)(ii) of Regulation S-K. A copy of any omitted schedule or Exhibit will be furnished supplementally to the Securities and Exchange Commission upon request; provided, however that ETHZilla Corporation may request confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended, for any schedule or Exhibit so furnished. Forward- Looking Statements This Current Report on Form 8-K and the exhibits attached as Exhibits 99.1 and 99.2 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 statements. 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

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 23, 2025 ETHZilla Corporation By: /s/ McAndrew Rudisill Name: McAndrew Rudisill Title: Chief Executive Officer 4

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