ETHZilla Corp Completes Acquisition, Changes Name

TL;DR

ETHZilla Corp just closed a deal, watch this space.

AI Summary

On December 2, 2025, ETHZilla Corporation entered into a material definitive agreement related to the completion of an acquisition. The company, formerly known as 180 Life Sciences Corp. and KBL Merger Corp. IV, is incorporated in Delaware and has its principal executive offices in Palm Beach, Florida.

Why It Matters

This filing indicates a significant corporate event for ETHZilla Corporation, likely involving strategic growth or restructuring through an acquisition.

Risk Assessment

Risk Level: medium — Acquisitions can introduce integration challenges and financial risks, but the filing itself doesn't detail specific risks.

Key Players & Entities

• ETHZilla Corporation (company) — Registrant
• 180 Life Sciences Corp. (company) — Former Company Name
• KBL MERGER CORP. IV (company) — Former Company Name
• December 2, 2025 (date) — Date of earliest event reported

FAQ

Key Financial Figures

• $0.0001 — ch registered Common Stock, par value $0.0001 per share ETHZ The NASDAQ Stock Mar
• $3 million — capitalization in consideration for (a) $3 million in cash; and (b) 453,721 shares of our
• $5 m — ur common stock with an agreed value of $5 million, of which half are subject to a t
• $2 m — ur common stock with an agreed value of $2 million, which are subject to a six month
• $5.628 — ion preference equal to an aggregate of $5.628 per Karus Series A Share and $1.8832 pe
• $1.8832 — of $5.628 per Karus Series A Share and $1.8832 per Series Seed-3 Preferred Stock share
• $100,000 — quirements of the parties, subject to a $100,000 deductible and a $1 million cap, subjec
• $1 million — subject to a $100,000 deductible and a $1 million cap, subject to certain customary excep
• $250,000 — at such failure continues, subject to a $250,000 liquidated damages cap. The Company is

Filing Documents

• ea0268168-8k_ethzilla.htm (8-K) — 49KB
• ea026816801ex2-1_ethzilla.htm (EX-2.1) — 378KB
• ea026816801ex10-1_ethzilla.htm (EX-10.1) — 77KB
• ea026816801ex10-2_ethzilla.htm (EX-10.2) — 229KB
• ea026816801ex99-1_ethzilla.htm (EX-99.1) — 18KB
• ex99-1_001.jpg (GRAPHIC) — 12KB
• 0001213900-25-117578.txt ( ) — 1087KB
• ethz-20251202.xsd (EX-101.SCH) — 3KB
• ethz-20251202_lab.xml (EX-101.LAB) — 33KB
• ethz-20251202_pre.xml (EX-101.PRE) — 22KB
• ea0268168-8k_ethzilla_htm.xml (XML) — 4KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. On December 2, 2025, ETHZilla Corporation (the " Company ", " we " and " us "), entered into (i) a Purchase and Subscription Agreement (the " Karus Purchase Agreement ") with Karus Inc., a Delaware corporation (" Karus "), (ii) separate Stock Purchase Agreements (the " Karus Stock Purchase Agreements ") with certain stockholders of Karus (the " Karus Stockholders "); and (iii) a Series A Preferred Stock Rights Agreement with Karus and certain significant stockholders of Karus (the " Key Holders ", and the " Karus Rights Agreement "). Karus operates a proprietary AI-powered data analytics platform for use by underwriters and lenders in the consumer auto finance industry (the " Karus Platform "). Pursuant to the Karus Purchase Agreement, Karus sold us 1,421,464 shares of its Class A Preferred Stock (the " Karus Series A Shares ") representing 16% of Karus' fully-diluted capitalization in consideration for (a) $3 million in cash; and (b) 453,721 shares of our common stock with an agreed value of $5 million, of which half are subject to a three month lock-up and half are freely transferrable, Pursuant to the Karus Stock Purchase Agreements, the Karus Stockholders sold us 310,945 shares of Karus common stock and 44,420 shares of Karus Series Seed-3 Preferred Stock (the " Karus Series Seed-3 Shares "), representing an aggregate of 4% of Karus' fully-diluted capitalization in consideration for 181,488 shares of our common stock with an agreed value of $2 million, which are subject to a six month lockup (the " Karus Stockholder Shares "). As a result of the Karus Purchase Agreement and the Karus Stock Purchase Agreements (collectively, the " Purchase Agreements "), which have closed to date, as discussed below, the Company holds an aggregate of 20% of the fully-diluted capitalization of Karus (collectively, the " Karus Securities "). Th

01 Completion of Acquisition or Disposition

Item 2.01 Completion of Acquisition or Disposition of Assets. The Karus Securities were acquired on December 2, 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 Equity

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 Karus Shares and the Karus Stockholder 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 recipients have confirmed that they were an " accredited investor ", and that the recipients 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 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 December 3, 2025, the Company filed a press release announcing the Closing of the transactions contemplated by the Purchase Agreements. 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. 3

01. Financial Statements and

Item 9.01. Financial Statements and Exhibits. (d) Exhibits . Exhibit Number Description of Exhibit 2.1*# Purchase and Subscription Agreement dated December 1, 2025, by and among ETHZilla Corporation and Karus, Inc. 10.1* Form of Stock Purchase Agreement dated December 1, 2025, by and among ETHZilla Corporation and Certain Stockholders of Karus, Inc. 10.2*# Karus, Inc. Series A Preferred Stock Rights Agreement dated December 1, 2025, by and among Karus, Inc., ETHZilla Corporation and Certain Stockholders of Karus, Inc. 99.1** Press Release dated December 3, 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. Certain confidential portions of this Exhibit were omitted by means of marking such portions with brackets ("[***]") because the identified confidential portions (i) are not material and (ii) the Company customarily and actually treats that information as private or confidential. 4

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: December 3, 2025 ETHZilla Corporation By: /s/ McAndrew Rudisill Name: McAndrew Rudisill Title: Chief Executive Officer 5

View Full Filing

View this 8-K filing on SEC EDGAR