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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): November 12, 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 2.02 Results of Operations and Financial Condition.
On November 14, 2025, ETHZilla
Corporation (“ETHZilla” or the “Company”) issued a press release and will hold a conference call
regarding its financial results for the three and nine months ended September 30, 2025. A copy of the press release, which includes information
on the conference call and a summary of such financial results is furnished as Exhibit 99.1 to this Form 8-K and incorporated
herein by reference. Additionally, a copy of a presentation which will be discussed on the earnings call is furnished as Exhibit 99.2 to
this Form 8-K and is incorporated herein by reference, and has also been posted to the Company’s website at https://www.ethzilla.com,
although the Company reserves the right to discontinue that availability at any time.
The information contained
in this Current Report and Exhibits 99.1 and 99.2 hereto shall not be deemed “filed”
for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject
to the liabilities of that section, nor shall they be deemed incorporated by reference in any filing under the Securities Act of 1933,
as amended or the Exchange Act, except as expressly set forth by specific reference in such a filing.
The Company is making reference
to non-GAAP financial information in the press release, presentation, and the conference call. A reconciliation of these non-GAAP financial
measures to the comparable GAAP financial measures is contained in the attached press release and presentation.
Item 5.02 Departure of Directors or Certain
Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Appointment of Chief Financial Officer (Principal
Accounting/Financial Officer)
On November 12, 2025, the
Board of Directors of the Company, appointed John Saunders as the Chief Financial Officer (Principal Accounting/Financial Officer) and
Secretary of the Company (the “Appointment”), which Appointment will be effective as of the business day following
the filing date of the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2025 (the “Report”).
As a result of the Appointment, Eric Van Lent, the Chief Accounting Officer of the Company, agreed to step down as Principal Accounting/Financial
Officer and Secretary of the Company, also effective on the business day following the filing date of the Report.
Mr. Saunders is not party
to any material plan, contract or arrangement (whether or not written) with the Company, except for the Offer Letter (discussed and
described below), and there are no arrangements or understandings between Mr. Saunders and any other person pursuant to which Mr. Saunders
was selected to serve as an officer of the Company, nor is Mr. Saunders a participant in any related party transaction required to be
reported pursuant to Item 404(a) of Regulation S-K. There are no family relationships between any director or executive officer of
the Company, including Mr. Saunders.
The Company plans to enter
into a standard form of Indemnity Agreement (the “Indemnification Agreement”) with Mr. Saunders in connection
with the Appointment. The Indemnification Agreement provides, among other things, that the Company will indemnify Mr. Saunders under the
circumstances and to the extent provided for therein, for certain expenses he may be required to pay in connection with certain claims
to which he may be made a party by reason of his position as an officer of the Company, and otherwise to the fullest extent permitted
under Delaware law and the Company’s governing documents. The Indemnification Agreement is identical in all material respects to
the indemnification agreements entered into with other Company officers.
Effective on August 1, 2025,
the Company entered into an Offer Letter with Mr. Saunders pursuant to which Mr. Saunders agreed to serve as Vice President of Finance
of the Company in consideration for $350,000 per year, which compensation was increased to $450,000 per year on November 12, 2025.
Biographical information for
Mr. Saunders is provided below:
John Saunders, age 43:
Prior to joining the Company
in August 2025 as Vice President of Finance, Mr. Saunders served as Senior Vice President Finance, Capital Markets of Bridger Aerospace
Group Holdings, Inc. (NASDAQ:BAER), an aerial firefighting and aerospace services company, from May 2025 to June 2025. From October 2021
to May 2024, Mr. Saunders served as Chief Financial Officer of ElementCompany, LLC, a family office with investments in technology and
agriculture. Prior to that, he served as Chief Financial Officer from June 2019 to September 2021, and Controller from September 2018
to June 2019 of Ascent Vision Technology, LLC, a defense company. Mr. Saunders received his Batchelor of Arts in Economics from Bates
College and his Masters of Professional Accountancy from Montana State University.
The above summary of the Offer
Letter and Indemnification Agreement is a summary only and is qualified in its entirety by reference to the Offer Letter and Form of Indemnification
Agreement, copies of which are attached hereto (or incorporated by reference herein) as Exhibits 10.1 and 10.2,
respectively and are incorporated into this Item 5.02 by reference in their entirety.
Item 9.01 Financial Statements and Exhibits.
| Exhibit No. |
|
Description |
| 10.1* |
|
Offer Letter between John Saunders and ETHZilla Corporation dated August 1, 2025 |
| 10.2 |
|
Form of ETHZilla Corporation Indemnity Agreement (Filed as Exhibit 10.6 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on May 9, 2024), and incorporated herein by reference) |
| 99.1** |
|
Press Release of ETHZilla Corporation, dated November 14, 2025 |
| 99.2** |
|
Third Quarter 2025 Earnings Call Presentation |
| 104 |
|
Inline XBRL for the cover page of this Current Report on Form 8-K |
The inclusion of any website
address in this Form 8-K, and any exhibit thereto, is intended to be an inactive textual reference only and not an active hyperlink. The
information contained in, or that can be accessed through, such website is not part of or incorporated into this Form 8-K.
Forward-Looking Statements
This Current Report on Form
8-K, including the press release and presentation furnished as Exhibits 99.1 and 99.2, respectively,
to this Current Report on Form 8-K, contains forward-looking statements within the meaning of the federal securities laws,
including the Private Securities Litigation Reform Act of 1995, and, as such, may involve known and unknown risks, uncertainties
and assumptions. You can identify these forward-looking statements by words such as “may,” “should,”
“expect,” “anticipate,” “believe,” “estimate,” “intend,”
“plan” and other similar expressions. These forward-looking statements relate to the Company’s current expectations
and are subject to the limitations and qualifications set forth in the press release and presentation as well as in the Company’s
other filings with the Securities and Exchange Commission, including, without limitation, that actual events and/or results may differ
materially from those projected in such forward-looking statements. These statements also involve known and unknown risks, which may cause
the results of the Company, its divisions and concepts to be materially different than those expressed or implied in such statements,
including those referenced in the press release and presentation. Accordingly, readers should not place undue reliance on any forward-looking
statements. Forward-looking statements may include comments as to the Company’s beliefs and expectations as to future financial
performance, events and trends affecting its business and are necessarily subject to uncertainties, many of which are outside the Company’s
control. More information on potential factors that could affect the Company’s financial results is included from time to time in
the “Cautionary Statement Regarding Forward-Looking Statements,” “Risk Factors” and “Management’s
Discussion and Analysis of Financial Condition and Results of Operations” sections of the Company’s most recently filed
periodic reports on Form 10-K and Form 10-Q and subsequent filings with the SEC and available at www.sec.gov and in the
“Investors” section of the Company’s website at www.ethzilla.com. Forward-looking statements
speak only as of the date they are made. The Company undertakes no obligation to publicly update or revise any forward-looking statements,
whether as a result of new information, future events or otherwise that occur after that date, except as otherwise provided by law.
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: November 14, 2025
| |
ETHZilla Corporation |
| |
|
| |
By: |
/s/ McAndrew Rudisill |
| |
|
Name: |
McAndrew Rudisill |
| |
|
Title: |
Chief Executive Officer |
