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UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION
13 OR 15(d) OF THE
SECURITIES EXCHANGE
ACT OF 1934
Date of Report (Date of
earliest event reported): October 22, 2025
ETHZilla Corporation
(Exact Name of Registrant
as Specified in Charter)
| Delaware |
|
001-38105 |
|
90-1890354 |
(State or Other Jurisdiction
of Incorporation) |
|
(Commission File Number) |
|
(IRS Employer
Identification No.) |
2875 South Ocean Blvd, Suite 200
Palm Beach, FL |
|
33480 |
| (Address of Principal Executive Offices) |
|
(Zip Code) |
Registrant’s telephone
number, including area code: (650) 507-0669
Check the appropriate box
below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below):
| ☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e 4(c)) |
Securities registered
pursuant to Section 12(b) of the Act:
| Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on which registered |
| Common Stock, par value $0.0001 per share |
|
ETHZ |
|
The NASDAQ Stock Market LLC |
| Warrants to purchase shares of Common Stock |
|
ETHZW |
|
The NASDAQ Stock Market LLC |
Indicate by check mark
whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or
Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.01 Entry into a Material Definitive
Agreement.
Purchase and Subscription Agreement
On October 22, 2025, ETHZilla
Corporation (the “Company”, “we” and “us”), entered into a Purchase and Subscription
Agreement (the “Purchase Agreement”) with Satschel, Inc., a Delaware corporation (“Satschel”).
Satschel owns Liquidity.io, a regulated broker-dealer and operator of a Digital Alternative Trading System (ATS) platform (the “Platform”).
Pursuant to the Purchase Agreement,
Satschel sold us shares of its Class A Common Stock representing 15% of its fully-diluted capitalization (the “Satschel Securities”),
in consideration for (a) $5 million in cash; and (b) 556,174 shares of our common stock with an agreed value of $10 million,
which are subject to a six month lock-up (the “Satschel Shares”).
The Purchase Agreement includes
(i) customary representations of each of the parties; (ii) positive and negative covenants required to be met by Satschel following
the Closing (defined below), relating to required quarterly budgets, financial reporting, minimum cash balances and notification of key
personnel changes, as well as budget compliance, and restrictions on new business lines, capital expenditures, compensation adjustments,
indebtedness, sales or dispositions of assets and operations, public listings and reverse mergers, issuances of securities, and amendments
to Satschel’s governing documents, without the prior written consent of the Company, subject to certain exceptions; and (iii) customary
indemnification requirements of the parties, subject to a $50,000 deductible and a $2 million cap, subject to certain customary exceptions.
The Purchase Agreement also
provides certain additional rights to the Company following the Closing, including (a) the exclusive right in perpetuity to list any digital
tokens or assets issued on Ethereum Layer 2 protocols on the Platform; (b) a right of first refusal until the earlier of (i) five years
following the Closing Date; and (ii) the date that Satschel becomes publicly-traded, to acquire any equity securities of Satschel that
it may offer or sell; and (c) the right to appoint one member of the Board of Directors of Satschel, for so long as the Company owns any
equity interests of Satschel.
The acquisition contemplated
by the Purchase Agreement closed on October 22, 2025 (the “Closing” and such date, the “Closing Date”).
The representations, warranties
and covenants of each party set forth in the Purchase Agreement have been made only for the purposes of, and were and are solely for the
benefit of the parties to, the Purchase Agreement, may be subject to limitations agreed upon by the contracting parties, including being
qualified by confidential disclosures made for the purposes of allocating contractual risk between the parties to the Purchase Agreement
instead of establishing these matters as facts, and may be subject to standards of materiality applicable to the contracting parties that
differ from those applicable to investors. Accordingly, the representations and warranties may not describe the actual state of affairs
at the date they were made or at any other time, and investors should not rely on them as statements of fact. In addition, such representations
and warranties (i) will only survive consummation of the purchase as specifically set forth therein and (ii) were made only
as of the date of the Purchase Agreement or such other date as is specified in the Purchase Agreement. Moreover, information concerning
the subject matter of the representations and warranties may change after the date of the Purchase Agreement, which subsequent information
may or may not be fully reflected in the parties’ public disclosures. Accordingly, the Purchase Agreement is included with this
filing only to provide investors with information regarding the terms of the Purchase Agreement, and not to provide investors with any
factual information regarding the Company, their respective affiliates or their respective businesses.
The foregoing description
of the Purchase Agreement is not complete and is subject to, and qualified in its entirety by reference to the Purchase Agreement filed
herewith as Exhibit 10.1, which is incorporated in this Item 1.01 by reference in its entirety.
Liquidity.io delivers a fully
regulated marketplace for trading private assets, combining Securities and Exchange Commission (SEC)-licensed exchange infrastructure
with Ethereum L2 tokenization. The Platform enables institutional and accredited investors to access private secondaries, structured credit,
and real-world assets (RWAs) through a single compliant marketplace with instant settlement and liquidity.
We believe this relationship
with Satschel establishes a foundation for our anticipated future growth and delivers several key strategic benefits, including:
| ● | Expanded liquidity and market access: Enables
the Company to leverage Liquidity.io’s ATS to convert future Company-issued tokenized RWAs into compliant, tradable instruments
with both primary and secondary market liquidity. |
| ● | Regulatory integration: Supports end-to-end regulatory
oversight, investor onboarding, and settlement, aligning the Company’s on-chain products with institutional compliance requirements. |
| ● | Strategic alignment: As part of the transaction, and
as discussed above, the Company has invested $15 million (of cash and stock) to acquire a 15% interest in Satschel, with a right of first
refusal to acquire additional equity in future funding rounds. In addition, we secured the exclusive right to list Ethereum L2 tokens
on the Platform. |
Item 2.01 Completion of Acquisition or Disposition
of Assets.
The Satschel Securities were
acquired on October 22, 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.
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
Satschel 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 recipient has confirmed that it is an “accredited investor”, and the recipient 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 subject to transfer restrictions, and the
securities will contain an appropriate legend stating that such securities have not been registered under the Securities Act and may not
be offered or sold absent registration or pursuant to an exemption therefrom.
Item 7.01 Regulation FD Disclosure.
Press Release and Presentation
On October 23, 2025, the Company
filed a press release announcing the Closing of the transactions contemplated by the Purchase Agreement. A copy of the press release is
attached as Exhibit 99.1 and is incorporated herein by reference.
The Company also published
a presentation relating to the transactions discussed above on its website https://ethzilla.com, under “Investors – Presentations”
(which information from such website is not incorporated by reference into this Current Report on Form 8-K), a copy of which presentation
is furnished as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated into this Item 7.01 by reference.
The information in this Item
7.01 of this Current Report on Form 8-K, including the information contained in Exhibits 99.1 and 99.2
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.
Item 9.01. Financial Statements
and Exhibits.
(d) Exhibits.
Exhibit
Number |
|
Description of Exhibit |
| 2.1*# |
|
Purchase and Subscription Agreement dated October 22, 2025, by and among ETHZilla Corporation and Satschel, Inc. |
| 99.1** |
|
Press Release dated October 23, 2025 |
| 99.2** |
|
Presentation dated October 23, 2025 |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
| # |
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. |
Forward- Looking Statements
This Current Report on Form
8-K and the exhibits attached as Exhibits 99.1 and 99.2 to this Current Report on Form 8-K, may contain forward-looking information
within the meaning of applicable securities laws (“forward-looking statements”). These forward-looking statements
represent the Company’s current expectations or beliefs concerning future events and can generally be identified using statements
that include words such as “estimate,” “expects,” “project,” “believe,” “anticipate,”
“intend,” “plan,” “foresee,” “forecast,” “likely,” “will,” “target”
or similar words or phrases. These forward-looking statements are subject to risks, uncertainties and other factors, many of
which are outside of the Company’s control which could cause actual results to differ materially from the results expressed or implied
in the forward-looking statements. These statements are neither promises nor guarantees, but involve known and unknown risks,
uncertainties and other important factors that may cause actual results, performance, or achievements to be materially different from
any future results, performance, or achievements expressed or implied by the forward-looking statements. The Company undertakes
no obligation to publicly update or revise any of the forward-looking statements, whether because of new information, future
events or otherwise, made in the release or presentation or in any of its Securities and Exchange Commission (SEC) filings or public disclosures,
except as provided by law. Consequently, you should not consider any such list to be a complete set of all potential risks and uncertainties.
More information on potential factors that could affect the Company’s financial results is included from time to time in the “Forward-Looking Statements,”
“Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations”
sections of the Company’s periodic and current filings with the SEC, including Form 10-Qs, Form 10-Ks and Form 8-Ks, filed with
the SEC and available at www.sec.gov. Forward-looking statements speak only as of the date they are made.
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: October 23, 2025
| |
ETHZilla Corporation |
| |
|
| |
By: |
/s/ McAndrew Rudisill |
| |
|
Name: |
McAndrew Rudisill |
| |
|
Title: |
Chief Executive Officer |
