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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 29,
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 7.01 Regulation FD Disclosure.
ETHZilla Corporation (the
“Company”) plans to give a presentation at the ThinkEquity Conference being held at the Mandarin Oriental Hotel in
New York, New York on Thursday, October 30, 2025, at 9:00 am ET. The Company will also host one-on-one meetings with investment banks
before and after the conference.
The presentation will also
be available following the event on the investor section of the Company’s website, ir.ethzilla.com.
On
October 29, 2025, the Company updated its corporate presentation that it intends to use at the ThinkEquity Conference (the
“Investor Presentation”) and posted it on the investor presentation page of its website at www.ethzilla.com.
A copy of the Investor Presentation is attached as Exhibit 99.1 and incorporated herein by reference.
The Investor Presentation
speak as of the date of this Current Report on Form 8-K. While the Company may elect to update the Investor Presentation in the future
or reflect events and circumstances occurring or existing after the date of this Current Report on Form 8-K, the Company specifically
disclaims any obligation to do so.
The information in this Item
7.01 of this Current Report on Form 8-K, including the information contained in Exhibit 99.1 is being furnished
to the U.S. 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, except as shall be expressly set forth by a specific reference
in such filing.
Item
9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. |
|
Description of Exhibit |
| 99.1* |
|
Presentation dated October 29, 2025 |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL documents). |
Forward Looking Statements
This Current Report on Form
8-K and the press release attached as Exhibit 99.1 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 29, 2025
| |
ETHZilla Corporation |
| |
|
| |
By: |
/s/ McAndrew Rudisill |
| |
|
Name: |
McAndrew Rudisill |
| |
|
Title: |
Chief Executive Officer |
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