ETHZilla Corporation SEC Filings

ETHZilla Corporation announced that its CEO and Chairman, McAndrew Rudisill, will appear in a SumZero fireside chat on September 30, 2025 at 12:30 p.m. ET and that a presentation prepared for the event is furnished as Exhibit 99.1 to the filing. The filing clarifies Exhibit 99.1 is furnished to the SEC and not "filed" for purposes of Section 18 or incorporated by reference into other filings except by specific reference.

The filing discloses the company holds 102,273 ETH and ETH equivalents (valued at approximately $404 million), approximately $569 million in USD cash and cash equivalents, and has 160,176,122 shares outstanding. The document is signed by McAndrew Rudisill as CEO.

Citadel-linked entities disclosed shared beneficial ownership of ETHZilla Corporation common stock totaling 5,643,440 shares, representing 3.5% of the outstanding class, as of the opening of trading on September 25, 2025. The Schedule 13G is jointly filed by Citadel Securities GP LLC, Citadel Securities LLC, Citadel Securities Group LP, Citadel Advisors LLC, Citadel Advisors Holdings LP, Citadel GP LLC, and Kenneth Griffin. Citadel Advisors-related entities report beneficial ownership of 2,774,758 shares (1.7%).

Mr. Kenneth Griffin is reported with shared beneficial ownership of 8,418,198 shares, equal to 5.3% of the class. The filing states the share count is based on 160,176,168 Shares outstanding, which includes 46 Shares issuable on conversion of certain warrants held by affiliates. Signatures are dated September 25, 2025.

ETHZilla Corp amended its financing with an investor, replacing and expanding prior convertible notes. The company issued $350,000,000 of new senior secured convertible notes in a private placement for cash equal to 97.25% of that principal, and modified existing notes that originally totaled $156,250,000 issued for 96% of principal. Interest was reduced to 2% (rising to 18% on default). The New Notes are secured by $50 million of Ether and approximately $500 million in cash. Conversion mechanics include a downward-only reset beginning May 8, 2026, an Exchange Cap of 19.99% of outstanding shares without shareholder approval, and a mandatory conversion trigger if VWAP exceeds $4.4785 for 30 consecutive trading days. The filing discloses total ETH & ETH equivalents of 102,264 (~$462M), cash equivalents of ~$559M, earned protocol tokens of 1,500,000, and 160,176,122 shares outstanding.

ETHZilla Corporation amended a financing arrangement with an institutional investor that restructures previously issued senior secured convertible notes and adds a new series of secured convertible notes. The original financing involved $156,250,000 in Existing Convertible Notes sold for 96.0% of principal; the Amendment reduces the interest rate on the Existing Notes from 4% to 2% and issues New Convertible Notes sold at 97.25% of their principal.

The New Convertible Notes are secured by $50 million in Ether (ETH) and approximately $500 million in cash. Conversion mechanics include a downward-only conversion price reset beginning May 8, 2026 and quarterly thereafter, an investor conversion cap of 19.99% of outstanding shares without shareholder approval, and a mandatory conversion trigger if VWAP exceeds $4.4785 for 30 consecutive trading days. The amendment permits the company to stake crypto collateral and use yield on controlled cash accounts in the ordinary course. Key stated balances: 102,264 ETH (~$462M), $559M cash equivalents, and 160,176,122 shares outstanding.

ETHZilla Corporation filed an 8-K reporting executive agreements entered into September 15, 2025. The filing includes a Consulting Agreement and an amended Option Agreement with Stephen Shoemaker and an Executive Employment Agreement with McAndrew Rudisill, who is identified as Chief Executive Officer. The Rudisill Employment Agreement runs until the earlier of Mr. Rudisill providing 30 days' written notice of termination or December 31, 2028, and may automatically renew for up to two additional years unless non-renewal notice is given. The filing defines a Change in Control (merger, disposition of substantially all assets, and certain financing exceptions) and attaches the listed agreements as Exhibits 10.1–10.3 filed with the report.

ETHZilla Corporation furnished a press release updating its stock repurchase program, business strategy, and accumulation of ETH and related assets. The company reports holding 102,255 ETH & ETH equivalents, valued at approximately $460 million, and approximately $228 million in USD cash equivalents. It also reported 1,500,000 earned protocol tokens and 160,676,122 shares outstanding. The furnished Exhibit 99.1 may include forward-looking statements and cautions that actual results could differ due to risks, including the timing and amount of share repurchases. The company disclaims any obligation to update forward-looking statements except as required by law.