ETHZilla Corp Files Definitive Additional Materials
Ticker: FRMM · Form: DEFA14A · Filed: Sep 19, 2025 · CIK: 1690080
| Field | Detail |
|---|---|
| Company | Ethzilla CORP (FRMM) |
| Form Type | DEFA14A |
| Filed Date | Sep 19, 2025 |
| Risk Level | low |
| Pages | 15 |
| Reading Time | 18 min |
| Key Dollar Amounts | $0.0001, $0.929, $29,166.66, $14,583, $14,583.33 |
| Sentiment | neutral |
Sentiment: neutral
Topics: proxy-statement, filing-update, corporate-governance
TL;DR
ETHZilla Corp filed more docs, no fee. Shareholders get updates.
AI Summary
ETHZilla Corporation filed definitive additional materials on September 19, 2025, related to its proxy statement. The filing indicates no fee was required for this submission. 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 filing provides updated information to shareholders regarding company matters, which is crucial for informed voting decisions at upcoming shareholder meetings.
Risk Assessment
Risk Level: low — This filing is a routine administrative submission for a proxy statement and does not contain new financial performance data or significant corporate actions that would inherently increase risk.
Key Numbers
- 0001213900-25-089597 — Accession Number (Unique identifier for the SEC filing)
- 251327420 — Film Number (Internal SEC processing number)
Key Players & Entities
- ETHZilla Corporation (company) — Registrant
- 180 Life Sciences Corp. (company) — Former company name
- KBL MERGER CORP. IV (company) — Former company name
- 20250919 (date) — Filing date
- September 5, 2025 (date) — Date mentioned in filing
FAQ
What is the purpose of this DEFA14A filing?
This filing consists of Definitive Additional Materials for ETHZilla Corporation's proxy statement, providing further information to shareholders.
When was this filing submitted to the SEC?
The filing was submitted on September 19, 2025.
What is ETHZilla Corporation's primary business sector?
ETHZilla Corporation is classified under the Finance Services sector (SIC code 6199).
Has ETHZilla Corporation undergone name changes in the past?
Yes, ETHZilla Corporation was formerly known as 180 Life Sciences Corp. (name change on November 6, 2020) and prior to that, KBL Merger Corp. IV (name change on November 15, 2016).
Was there a filing fee associated with this submission?
No, the filing indicates that no fee was required for this submission.
Filing Stats: 4,564 words · 18 min read · ~15 pages · Grade level 13.7 · Accepted 2025-09-19 16:48:21
Key Financial Figures
- $0.0001 — ch registered Common Stock, par value $0.0001 per share ETHZ The NASDAQ Stock Mar
- $0.929 — of common stock at an exercise price of $0.929 per share (the " Options "), which were
- $29,166.66 — the Company agreed to pay Mr. Shoemaker $29,166.66 per month, which is payable by way of t
- $14,583 — of common stock of the Company equal to $14,583.33, divided by the closing sales price
- $14,583.33 — ly, the " Consulting Shares "); and (b) $14,583.33 in cash. The Consulting Shares will be
- $450,000 — a) to pay Mr. Rudisill a base salary of $450,000 per year, with such amount to be review
- $29,166 — accept as compensation a monthly fee of $29,166.66, which shall be payable by way of th
Filing Documents
- ea0257825-defa14a_ethzilla.htm (DEFA14A) — 148KB
- 0001213900-25-089597.txt ( ) — 149KB
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. (b) Resignation of Stephen H. Shoemaker On September 15, 2025, Stephen H. Shoemaker resigned as a member of the Board of Directors (the " Board ") of ETHZilla Corporation (the " Company ", " we " and " us "), which resignation was not the result of a disagreement with the Company on any matter relating to the registrant's operations, policies or practices. In connection with his resignation, the Board, with the recommendation of the Compensation Committee of the Board (the " Compensation Committee "), approved an extension of the expiration date of options to purchase 165,000 shares of common stock at an exercise price of $0.929 per share (the " Options "), which were previously granted to Mr. Shoemaker, and which, absent such extension, would have expired three months after his resignation, to June 17, 2035, the ten year anniversary of the grant date of such Options. The Company also entered into a consulting agreement with Mr. Shoemaker on September 15, 2025 (the " Consulting Agreement "). Pursuant to the Consulting Agreement, Mr. Shoemaker agreed to provide consulting services as reasonably requested by the Company during the term of the Consulting Agreement, which is for three months, unless extended by the mutual agreement of the parties. In consideration for providing the services under the Consulting Agreement, the Company agreed to pay Mr. Shoemaker $29,166.66 per month, which is payable by way of the issuance of (a) shares of common stock of the Company equal to $14,583.33, divided by the closing sales price of the Company's common stock on each monthly anniversary of the effective date of the Consulting Agreement during the term of the Consulting Agreement (or if such date is not a trading day, the last trading day prior to each such applicable date) (collectively, the " Consulting Shares "); an
01 Financial Statements
Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description of Exhibit 10.1* Consulting Agreement dated September 15, 2025, between ETHZilla Corporation and Stephen Shoemaker 10.2* First Amendment to Option Agreement dated September 15, 2025, between ETHZilla Corporation and Stephen Shoemaker 10.3* Executive Employment Agreement dated September 15, 2025, between ETHZilla Corporation and McAndrew Rudisill 104 Cover Page Interactive Data File (embedded within the Inline XBRL documents). * Filed herewith. 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: September 19, 2025 ETHZilla Corporation By: /s/ McAndrew Rudisill Name: McAndrew Rudisill Title: Chief Executive Officer 4 Exhibit 10.1 CONSULTING AGREEMENT THIS CONSULTING AGREEMENT (this “ Agreement ”) is made this 16th day of September 2025 (the “ Effective Date ”), by and between ETHZilla Corporation, formerly 180 Life Sciences Corp., a Delaware corporation (the “ Company ”), and Stephen Shoemaker, an individual (the “ Consultant ”) (each of the Company and Consultant is referred to herein as a “ Party ”, and collectively referred to herein as the “ Parties ”). W I T N E S S E T H: WHEREAS , the Company desires to obtain the services of Consultant, and Consultant desires to provide consulting services to the Company upon the terms and conditions hereinafter set forth. NOW, THEREFORE , in consideration of the premises, the agreements herein contained and other good and valuable consideration, receipt and sufficiency of which is hereby acknowledged, the Parties hereto agree as of the Effective Date as follows: CERTAIN TERMS USED BELOW ARE DEFINED IN ARTICLE V. ARTICLE I. ENGAGEMENT; TERM; SERVICES 1.1. Services . Pursuant to the terms and conditions hereinafter set forth, the Company hereby engages Consultant, and Consultant hereby accepts such engagement, to provide consulting services to the Company, each as reasonably requested by the Company during the Term of this Agreement (collectively, the “ Services ”). 1.2. Term . Consultant shall begin providing Services hereunder on the Effective Date, and this Agreement shall remain in effect for a period of three (3) months, unless extended upon mutual agreement of the Parties (the “ Term ”). 1.3