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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): September 15, 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.
On September 15, 2025, ETHZilla
Corporation (the “Company”) issued a press release providing an update on its stock repurchase program, business strategy,
and ETH accumulation, a copy of which is furnished hereto as Exhibit 99.1, which is incorporated by reference into this Item
7.01 in its entirety.
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 8.01 Other Events.
Stock Repurchase Program
On August 22, 2025, the Board
of Directors of the Company authorized and approved a stock repurchase program for up to $250.0 million of the currently outstanding shares
of the Company’s common stock. Subject to any future extension in the discretion of the Board of Directors of the Company, the repurchase
program is scheduled to expire upon the earliest of (i) June 30, 2026, (ii) when a maximum of $250.0 million of the Company’s common
stock has been repurchased, or (iii) when such program is discontinued by the Board of Directors.
From September 5, 2025 to
September 12, 2025, the Company repurchased an aggregate of approximately 3.75 million shares of common stock at an average price of $2.50
per share, which have been cancelled and/or in the process of being cancelled.
ETH Accumulation Status Update
A summary of ETHZilla’s
current ETH position and key metrics as of September 12, 2025:
| |
● |
Total ETH & ETH Equivalents Held: 102,255 |
| |
● |
Total ETH & ETH Equivalents Held (USD): approximately $460 million |
| |
● |
Total USD Cash Equivalents: approximately: $228 million |
| |
● |
Total Earned Protocol Tokens: 1,500,000 |
| |
|
|
| |
● |
Total Shares Outstanding: 160,676,122 |
Item
9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. |
|
Description of Exhibit |
| 99.1* |
|
Press Release dated September 15, 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, including, the amount and timing of stock repurchases under the repurchase program. 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, including, but not limited to, risks relating to the fact that common share repurchases may not be conducted in the timeframe
or in the manner the Company expects, or at all. 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: September 15, 2025
| |
ETHZilla Corporation |
| |
|
| |
By: |
/s/ McAndrew Rudisill |
| |
|
Name: |
McAndrew Rudisill |
| |
|
Title: |
Chief Executive Officer |
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