Elray Exercises Warrants; 1.32M ETHZilla Shares Issued, Repurchase Agreement Announced

Rhea-AI Filing Summary

Amendment No. 2 to Schedule 13D discloses that Anthony Brian Goodman and Elray Resources, Inc. hold a shared beneficial position in ETHZilla Corporation common stock after a cashless exercise of warrants. Elray exercised warrants on July 27, 2025, resulting in issuance of 1,320,000 shares on July 28, 2025. Elray sold portions of those shares on August 7, 8 and 11, 2025, totaling 1,317,?—the filing lists sales of 135,257, 777,595 and 405,148 shares at weighted average prices of $3.56, $3.18 and $3.17 respectively. The parties earlier entered a Settlement and Mutual Release Agreement where the company agreed to repurchase 1,318,000 shares for $1.0 million in staged payments; those shares are subject to a Voting Agreement and an irrevocable proxy in favor of the CEO through April 28, 2026.

Positive

• Structured repurchase: The $1.0 million settlement provides a clear mechanism for the company to retire 1,318,000 shares upon payment, potentially reducing outstanding shares if completed
• Voting alignment: A Voting Agreement and an irrevocable proxy in favor of the CEO ensure Elray's votes follow the board’s recommendations through April 28, 2026, supporting governance stability

Negative

• Secondary selling: Elray sold shares totaling 1,318,000 across August 7, 8 and 11, 2025, indicating accelerated disposition of newly issued shares
• Contingent cancellation: 1,318,000 shares remain subject to escrow and tranche-based cancellation tied to future payments, leaving share capital contingent until payments are made

Insights

Securities Analyst

TL;DR: A small, non-controlling position was created via cashless warrant exercise, followed by substantial secondary selling and a settlement-driven repurchase path.

The filing documents a cashless exercise that generated 1,320,000 shares and subsequent open-market sales across three dates, indicating partial monetization of the position. The prior Settlement and Mutual Release Agreement obligates the issuer to repurchase 1,318,000 shares for $1.0 million in tranches, and includes a Voting Agreement plus an irrevocable proxy to the CEO until April 28, 2026. Collectively, these arrangements reduce the reporting persons' economic and voting stakes in practice and provide the company with a structured path to retire shares. For investors, the disclosure is operationally important but not materially dilutive at the company-wide level given the reported <1% stake.

Corporate Governance Expert

TL;DR: Governance controls are notable—shares subject to repurchase, a voting agreement, and an irrevocable proxy limit independent influence.

The Voting Agreement and irrevocable proxy granted to the CEO for the Company's benefit effectively aligns Elray's votes with the board through April 28, 2026, reducing the likelihood of activist action by the reporting persons. The escrowed stock powers and staged cancellations tied to settlement payments create conditional extinguishment of shares rather than immediate cancellation. These mechanisms protect the issuer’s governance stability during the repayment window but leave outstanding contingent rights until payments are completed.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 2)

ETHZilla Corporation

(Name of Issuer)

Common Stock, $0.0001 par value per share

(Title of Class of Securities)

68236V302

(CUSIP Number)

Anthony Brian Goodman
3651 Lindell Road, Suite D131
Las Vegas, NV, 89103
310-929-7252

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

07/27/2025

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP No. 68236V302

1

Name of reporting person

Anthony Brian Goodman

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

AUSTRALIA

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 1,320,000.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 1,320,000.00

11

Aggregate amount beneficially owned by each reporting person

1,320,000.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

(8),(10),(11),(13) Includes 1,318,000 shares of Common Stock that are expected to be repurchased by the Issuer following the date of this filing pursuant to the terms of that certain Settlement and Release Agreement dated and effective April 23, 2024, by and between the Issuer, Elray Resources, Inc. and Luxor Capital, LLC, as discussed in greater detail below, which are also subject to the voting agreement, discussed below. (13) * Less than 1%. Based on 154,032,084 shares of Common Stock of the Company (as defined below) outstanding as of August 4, 2025, as set forth in the Current Report on Form 8-K filed by the Company with the Securities and Exchange Commission on the same date.

SCHEDULE 13D

CUSIP No. 68236V302

1

Name of reporting person

Elray Resources, Inc.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

NEVADA

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 1,320,000.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 1,320,000.00

11

Aggregate amount beneficially owned by each reporting person

1,320,000.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0 %

14

Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person:

(8),(10),(11),(13) Includes 1,318,000 shares of Common Stock that are expected to be repurchased by the Issuer following the date of this filing pursuant to the terms of that certain Settlement and Release Agreement dated and effective April 23, 2024, by and between the Issuer, Elray Resources, Inc. and Luxor Capital, LLC, as discussed in greater detail below, which are also subject to the voting agreement, discussed below. (13) * Less than 1%. Based on 154,032,084 shares of Common Stock of the Company (as defined below) outstanding as of August 4, 2025, as set forth in the Current Report on Form 8-K filed by the Company with the Securities and Exchange Commission on the same date.

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Stock, $0.0001 par value per share
(b)	Name of Issuer: ETHZilla Corporation
(c)	Address of Issuer's Principal Executive Offices: 2875 SOUTH OCEAN, SUITE 200, PALM BEACH, FLORIDA , 33480.
Item 1 Comment: This Amendment No. 2 (the "Amendment") amends and supplements the Schedule 13D filed with the Securities and Exchange Commission (the "Commission") on January 10, 2025 (the "Original 13D"), by Anthony Brian Goodman and Elray Resources, Inc. ("Elray") (the Schedule 13D as amended to date, the "Schedule 13D"). As used in this Amendment: "Common Stock" means the common stock of the Issuer; "Issuer" or "Company" means ETHZilla Corporation; and "Reporting Persons" means Anthony Brian Goodman and Elray. Other capitalized terms used but not otherwise defined in this Amendment have the meanings ascribed to such terms in the Schedule 13D. Except as expressly amended and supplemented by this Amendment, the Schedule 13D is not amended or supplemented in any respect, and the disclosures set forth in the Schedule 13D, other than as amended herein are incorporated by reference herein.
Item 2.	Identity and Background
Item 3.	Source and Amount of Funds or Other Consideration
	Item 3 is hereby amended and supplemented by adding the following at the end thereof: On April 28, 2025, the Company entered into a Settlement and Mutual Release Agreement with Elray and Luxor Capital, LLC ("Luxor"), both controlled by Anthony Brian Goodman, the father of the Company's then-director, Jay Goodman. The agreement resolved certain disputes related to potential acquisitions. Under the settlement, the Company agreed to acquire all 1,318,000 shares of Common Stock then held by Elray (issued in March 2025 upon conversion of Series B Convertible Preferred Stock) for an aggregate $1 million, consisting of $350,000 paid to Elray immediately and $650,000 payable to Luxor from future capital raises no later than April 28, 2026. The parties also exchanged mutual releases of prior claims, with limited exceptions for obligations under the settlement and confidentiality requirements. As part of the agreement, Elray delivered five stock powers authorizing cancellation of the shares, held in escrow and released in tranches as settlement payments are made. To date, no shares have been returned or cancelled. Simultaneously, the Company, Elray, and Blair Jordan, the Chief Executive Officer of the Company, solely for the benefit of the Company, entered into a Voting Agreement, under which Elray agreed to vote its shares according to the Board's recommendations until April 28, 2026. To enforce this, Elray granted Mr. Jordan an irrevocable voting proxy solely for the Company's benefit. On July 27, 2025, Elray, the then holder of warrants to purchase 3,000,000 shares of Common Stock with an exercise price of $1.68 per share (the "Elray Warrants"), exercised all of such Elray Warrants on a cashless basis and was issued a net of 1,320,000 shares of Common Stock, after surrendering 1,680,000 warrant shares to the Company for cancellation in order to pay the aggregate exercise price in connection therewith, based on a fair market value of Common Stock on July 27, 2025, of $3.00 per share. The 1,320,000 shares of Common Stock were issued on July 28, 2025. On August 7, 2025, Elray sold 135,257 shares of Common Stock at a weighted average price of $3.56 per share. The transaction was executed in multiple trades with prices ranging from $3.83 to $3.40, inclusive. On August 8, 2025, Elray sold 777,595 shares of Common Stock at a weighted average price of $3.18 per share. This transaction was executed in multiple trades at prices ranging from $4.84 to $3.00, inclusive. On August 11, 2025, Elray sold 405,148 shares of Common Stock at a weighted average price of $3.17 per share, executed in multiple trades ranging from $3.37 to $3.00, inclusive. The Reporting Persons will provide, upon request, full details of the number of shares and prices at which the transaction was effected to the Securities and Exchange Commission, the Issuer, or any security holder of the Issuer.
Item 4.	Purpose of Transaction
Item 5.	Interest in Securities of the Issuer
(a)	The aggregate number of shares of Common Stock beneficially owned by each Reporting Person and, for each Reporting Person, the number of shares as to which there is sole power to vote or to direct the voting thereof, shared power to vote or to direct the voting thereof, sole power to dispose or to direct the disposition thereof, or shared power to dispose or to direct the disposition thereof, are set forth on rows 7 through 11 and row 13 of the cover pages of this Schedule 13D and are incorporated herein by this reference thereto.
(b)	The following table summarizes the number of shares beneficially owned by each Reporting Person, as to which they have (1) sole power to vote or to direct the vote, (2) shared power to vote or to direct the vote sole power to dispose, (3) sole power to dispose or to direct the disposition, and (4) shared power to dispose or to direct the disposition: Reporting Person Sole Power to Vote or to Direct the Vote Shared Power to Vote or to Direct the Vote Sole Power to Dispose or to Direct the Disposition Shared Power to Dispose or to Direct the Disposition Anthony Brian Goodman -- 1,318,000 Elray Resources, Inc. -- 1,318,000, each subject to the terms of the settlement agreement and voting agreement, discussed above.
(c)	None of the Reporting Persons have effected any transactions in the Common Stock during the past 60 days, except as discussed in Item 3, above.
(d)	To the knowledge of the Reporting Persons, only the Reporting Persons have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Common Stock of the Issuer reported by this Schedule 13D.
(e)	The Reporting Persons ceased to be the beneficial owner of more than five percent of the Issuer's Common Stock on August 4, 2025.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
Item 7.	Material to be Filed as Exhibits.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Anthony Brian Goodman

Signature:	/s/ Anthony Brian Goodman
Name/Title:	Anthony Brian Goodman
Date:	08/18/2025

Elray Resources, Inc.

Signature:	/s/ Anthony Brian Goodman
Name/Title:	Chief Executive Officer
Date:	08/18/2025

FAQ

What shares did Elray acquire and when?

Elray exercised warrants on July 27, 2025 and was issued 1,320,000 shares of ETHZilla common stock on July 28, 2025.

Did Elray sell any ETHZilla (symbol: ATNFW) shares after issuance?

Yes. Elray sold 135,257 shares on August 7, 2025 (weighted avg $3.56), 777,595 shares on August 8, 2025 (weighted avg $3.18), and 405,148 shares on August 11, 2025 (weighted avg $3.17).

What is the Settlement and Mutual Release Agreement?

Under the April 28, 2025 settlement, the company agreed to acquire 1,318,000 shares from Elray for an aggregate $1,000,000 payable as $350,000 immediately and $650,000 from future capital raises by April 28, 2026.

Are the reporting persons able to vote the shares independently?

No. Elray agreed to a Voting Agreement to vote shares with the board’s recommendations through April 28, 2026, and granted an irrevocable proxy to the CEO solely for the company’s benefit.

Do the reporting persons hold a material percentage of the company?

No. The filing states their aggregate holding represents less than 1% of outstanding common stock based on a 154,032,084 share base.