ETHZilla (NASDAQ: ETHZ) gets approval for big note conversion, sets redemption

Rhea-AI Filing Summary

ETHZilla Corporation held a special meeting where stockholders approved a key proposal related to its senior secured convertible notes. Holders of 12,788,555 shares, or 79.8% of voting shares as of October 17, 2025, were represented, establishing a quorum. Proposal 1, which authorizes issuance of common stock upon note conversion to comply with Nasdaq rules for potential issuances of at least 20% of outstanding shares, passed with 9,147,112 votes for and 3,605,253 against.

Following this approval, the principal amount of the notes is currently convertible into 117,999,344 shares of common stock and could reach 125,079,305 shares if interest continues to accrue through maturity, based on a conversion price of $3.05 per share and subject to adjustment. The company also entered into a Note Mandatory Redemption Agreement on December 9, 2025, under which it agreed to repurchase and redeem the convertible notes on or before December 30, 2025.

Insights

Capital structure analyst

Stockholders cleared a large potential note conversion while a year-end redemption deal commits ETHZilla to retire the notes.

Stockholders of ETHZilla approved a management proposal linked to Nasdaq Listing Rule 5635(d), allowing issuance of common stock on conversion of senior secured convertible notes in an amount that may equal or exceed 20% of previously outstanding shares. The proposal passed with 9,147,112 votes in favor versus 3,605,253 against, after 12,788,555 shares (representing 79.8% of voting shares as of October 17, 2025) were represented, indicating strong participation in the decision.

As a result, the notes are now convertible into 117,999,344 shares of common stock, potentially rising to 125,079,305 shares if interest continues to accrue through maturity, based on a conversion price of $3.05 per share and subject to adjustment. At the same time, a Note Mandatory Redemption Agreement signed on December 9, 2025 requires the company to repurchase and redeem the convertible notes on or before December 30, 2025, so the eventual impact on share count will depend on how this redemption is carried out.

8-K Event Classification

2 items: 5.07, 8.01

2 items

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Understanding 8-K Material Events →

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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): December 16, 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

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 5.07. Submission of Matters to a Vote of Security Holders.

On December 16, 2025, at a special meeting of stockholders of ETHZilla Corporation (the “Company”, “we” and “us”), called by the Board of Directors of the Company (the “Special Meeting”), stockholders of the Company representing 12,788,555 shares of the Company’s common stock entitled to vote at the Special Meeting were present in person or by proxy, representing 79.8% of the voting shares issued and outstanding on the record date (October 17, 2025), and constituting a quorum to conduct business at the Special Meeting. The following sets forth the matters that were voted upon by the Company’s stockholders at the Special Meeting and the voting results for such matters, which matters are described in more detail in the definitive proxy statement on Schedule 14A filed by the Company with the Securities and Exchange Commission on November 4, 2025 (the “Proxy Statement”).

Proposal 1

A management proposal to approve for purposes of complying with Section 5635(d) of the Listing Rules (the “Nasdaq Listing Rules”) of the Nasdaq Stock Market LLC as described in the Proxy Statement, the issuance of shares of the Company’s common stock underlying senior secured convertible notes issued by us pursuant to the terms of that certain Amendment and Waiver Agreement dated September 22, 2025, between the Company and the investors named therein (the “Convertible Notes”), without giving effect to the exchange cap in such Convertible Notes in an amount that may be equal to or exceed 20% of our common stock outstanding immediately prior to the issuance of such Convertible Notes, was approved by the following vote:

For		Against		Abstain		Broker Non-Votes
9,147,112		3,605,253		36,190		—

Proposal 2

A management proposal to approve an adjournment of the Special Meeting, if necessary, to solicit additional proxies if there was not sufficient votes at the time of the Special Meeting to approve the proposal above, was approved by the following vote, provided that the Company determined not to adjourn the Special Meeting:

For		Against		Abstain		Broker Non-Votes
10,840,096		1,901,192		47,267		—

Item 8.01. Other Events

The information provided in Item 5.07 is hereby incorporated by reference.

As a result of the approval of Proposal No. 1 above, the principal amount of Convertible Notes is currently convertible into 117,999,344 shares of common stock and the Convertible Notes will be convertible into an aggregate of 125,079,305 shares of common stock, in the event they continued to accrue interest at the current rate through maturity, in each case subject to further adjustment as provided therein (including certain conversion price reset rights), based on a current conversion price of $3.05 per share.

Notwithstanding the above, as discussed in greater detail in the Current Report on Form 8-K filed by the Company with the Securities and Exchange Commission on December 10, 2025, on December 9, 2025, the Company entered into a Note Mandatory Redemption Agreement (the “Redemption Agreement”) with the investors, pursuant to which we agreed to repurchase and redeem the Convertible Notes on or before December 30, 2025.

1

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.

	ETHZILLA CORPORATION
Date: December 16, 2025	By:	/s/ McAndrew Rudisill
		McAndrew Rudisill
		Chief Executive Officer

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FAQ

What did ETHZilla (ETHZ) stockholders approve at the special meeting?

Stockholders approved a management proposal to issue common stock underlying senior secured convertible notes, as needed to comply with Nasdaq Listing Rule 5635(d) for potential issuances of at least 20% of previously outstanding shares.

How many shares can ETHZillas convertible notes currently convert into?

Following stockholder approval, the principal amount of ETHZillas convertible notes is currently convertible into 117,999,344 shares of common stock, subject to adjustment under the note terms.

What is the maximum potential share issuance from ETHZillas convertible notes if interest accrues to maturity?

If interest on the convertible notes continues to accrue at the current rate through maturity, they will be convertible into an aggregate of 125,079,305 shares of common stock, subject to further adjustment.

What were the voting results for Proposal 1 at ETHZillas special meeting?

Proposal 1 received 9,147,112 votes for, 3,605,253 votes against, and 36,190 abstentions, resulting in approval of the share issuance related to the convertible notes.

How many shares were represented at ETHZillas special meeting, and what percentage of voting shares was this?

A total of 12,788,555 shares of common stock were represented in person or by proxy, equal to 79.8% of the voting shares issued and outstanding as of the October 17, 2025 record date.

What is ETHZillas Note Mandatory Redemption Agreement and when must the notes be redeemed?

On December 9, 2025, ETHZilla entered into a Note Mandatory Redemption Agreement with the investors, under which it agreed to repurchase and redeem the convertible notes on or before December 30, 2025.