ETHZilla Corporation SEC Filings

ETHZilla Corp (ETHZ) director Andrew Suckling reported equity awards and related movements. On 11/12/2025, he was granted 649,748 shares at $0.00 as board compensation; 324,874 vested immediately and 324,874 vest on January 2, 2026.

Also on 11/12/2025, 175,854 shares were withheld to cover taxes tied to the fully vested portion. On 11/14/2025, he made a bona fide gift of 149,020 shares to Verulam LLC, which he manages for family estate planning; the filing notes no change in beneficial ownership for those gifted shares.

ETHZilla Corp (ETHZ) director Jason New reported equity transactions on Form 4. He received 952,500 shares of common stock at $0.00 on 11/12/2025; 476,250 vested on the grant date and 476,250 vest on January 2, 2026. In connection with the award, 257,794 shares were withheld to satisfy tax obligations.

On 11/14/2025, 218,456 shares were transferred to New Island Advisors LLC for estate planning; the filing notes no change in beneficial ownership for the gifted shares. Following the reported transactions, holdings were 492,250 shares direct, plus indirect positions of 218,456 shares via New Island Advisors LLC and 56,603 shares via New Island Capital LLC.

ETHZilla Corp (ETHZ) director Jason New filed a Form 3 reporting initial beneficial ownership as of October 7, 2025. He indirectly holds 56,603 shares of common stock through New Island Capital LLC.

He also reports warrants to purchase 480,787 shares at $27.75 (exercisable 08/04/2025) and warrants to purchase 95,700 shares at $34.45 (exercisable 08/08/2025), both held indirectly via New Island Advisors LLC. The warrants have no expiration date and are subject to a 4.99% beneficial ownership blocker, which may be increased to 19.99% with at least 61 days’ written notice. Holdings are adjusted for the company’s 1‑for‑10 reverse stock split effective October 20, 2025.

ETHZilla Corporation reported a sharp pivot to digital‑asset operations and discontinued its pharmaceutical and gaming platform activities. For the quarter, the company recorded a net loss of $216.7 million and recognized $4.11 million in staking and incentive revenue as it began native and liquid ETH staking.

ETHZilla closed two senior secured convertible note financings ($156.25 million in August and $360 million in September), recorded at a fair value of $496.3 million at quarter‑end, and held $505.6 million in restricted cash equivalents securing the notes. Total cash, cash equivalents and restricted cash equivalents were $558.9 million. The company reported $180.9 million in digital assets and $257.6 million in staking receivables, with total assets of $1.009 billion. General and administrative expenses were $224.6 million in the quarter, driven largely by stock‑based compensation.

Management stated that recent fundraising alleviated prior substantial doubt about going concern. A 1‑for‑10 reverse stock split became effective on October 20, 2025; 21,398,839 shares were outstanding as of November 12, 2025.

ETHZilla Corporation furnished a press release and an earnings presentation covering financial results for the three and nine months ended September 30, 2025, and announced a conference call. The materials include non‑GAAP reconciliations and are furnished, not filed, under the Exchange Act.

The Board appointed John Saunders as Chief Financial Officer and Secretary, effective the business day following the filing date of the Company’s Form 10‑Q for the quarter ended September 30, 2025. Eric Van Lent will step down as Principal Accounting/Financial Officer and Secretary on the same effective date. ETHZilla entered an Offer Letter effective August 1, 2025 for Mr. Saunders as Vice President of Finance at $350,000 per year, increased to $450,000 per year on November 12, 2025, and plans to enter a standard indemnification agreement.

ETHZilla Corporation furnished a Regulation FD update about investor outreach. The company will present at the ThinkEquity Conference in New York on October 30, 2025 at 9:00 am ET and will hold one-on-one meetings with investment banks before and after the event.

ETHZilla posted an updated Investor Presentation dated October 29, 2025 on its website and attached it as Exhibit 99.1. The materials are being furnished under Item 7.01 and are not deemed “filed” for purposes of Section 18 of the Exchange Act. The presentation will be available on the investor section at ir.ethzilla.com.

ETHZilla Corporation announced updates to its capital actions. The Board authorized a stock repurchase program for up to $250.0 million of common stock. The program will end on the earliest of June 30, 2026, when the $250.0 million limit is reached, or if discontinued by the Board.

From October 24 to October 27, 2025, the company repurchased approximately 600,000 shares at an average price of about $20.00 per share; these shares have been cancelled or are in the process of being cancelled. The company also disclosed the sale of $40,000,000 of Ether (ETH). The press release with additional details was furnished as Exhibit 99.1.

ETHZilla Corporation called a virtual special meeting for December 16, 2025 to seek stockholder approval to remove the Nasdaq 20% exchange cap tied to its senior secured convertible notes issued under a September 21, 2025 Amendment and Waiver Agreement. Approval would permit issuing more than 20% of common stock upon conversion, as required by Nasdaq Listing Rule 5635(d).

The New Convertible Notes total $350,000,000, bear 2% interest through a maturity date of September 23, 2028, and are secured by $50,000,000 of Ether and approximately $500,000,000 in cash. They are initially convertible at $3.05 per share, subject to periodic resets and other downward adjustments. The filing notes a 1-for-10 reverse stock split effective October 20, 2025.

If approved, conversions could exceed the 20% cap and dilute existing holders; market sales of conversion shares could pressure the stock. If not approved, the company may need to repay in cash, which could affect business plans and its ETH treasury strategy. A second proposal would allow adjournment to solicit additional proxies. The record date is October 17, 2025; each proposal requires a majority of votes cast.

ETHZilla Corporation entered into and closed a Purchase and Subscription Agreement to acquire 15% of Satschel, Inc. (owner of Liquidity.io, a regulated ATS) on October 22, 2025. Consideration comprised $5 million in cash and 556,174 ETHZilla common shares with an agreed value of $10 million, and those shares are subject to a six‑month lock‑up.

The agreement provides ETHZilla with the exclusive right in perpetuity to list any digital tokens or assets issued on Ethereum Layer 2 protocols on Satschel’s Platform, a right of first refusal until the earlier of five years after closing or Satschel becoming public to purchase any of Satschel’s equity offerings, and the right to appoint one Satschel board member while ETHZilla holds equity. Post‑closing covenants include quarterly budgets and reporting, minimum cash, and limits on new business lines, capex, compensation, indebtedness, asset sales, listings, reverse mergers, security issuances, and charter changes without ETHZilla’s consent.

Indemnification includes a $50,000 deductible and a $2 million cap, subject to customary exceptions. The ETHZilla shares issued to Satschel were an unregistered sale under Section 4(a)(2) and/or Rule 506 of Regulation D.