ETHZilla Corporation 8-K Filings

Forum Markets, Incorporated provided an update on its share repurchase program, which was reinitiated effective April 15, 2026. Since then, the company has repurchased and cancelled approximately 5,647,351 shares of common stock at an average price of about $4.26 per share, for a total cost of roughly $24.1 million funded with existing cash.

All repurchased shares have been retired and are no longer outstanding, leaving about 14,649,582 shares of common stock issued and outstanding as of April 28, 2026. The company states that additional repurchases may continue through open market purchases, privately negotiated transactions, or other methods, subject to law, market conditions, and its financial position.

Forum Markets, Incorporated filed a Form 8-K to report a change in its capital structure. On April 23, 2026, the company filed a Certificate of Elimination in Delaware, removing the previously authorized Series B Convertible Preferred Stock from its charter.

As of the filing date, no shares of this Series B preferred were issued or outstanding, and the company states that no shares will be issued under that prior designation. The Certificate of Elimination became effective at 12:01 a.m. on April 24, 2026, and the full text is included as an exhibit.

Forum Markets, Incorporated disclosed that its Board has reinitiated the Company’s share repurchase program effective April 15, 2026, including potential buybacks in volumes that may exceed Rule 10b-18 safe harbor limits. The Board describes repurchases at current prices as a direct signal of its conviction in the Company’s intrinsic value.

The Board also formed a Special Committee of independent directors Angela Dalton, Michael Edwards, and Jason New to evaluate proposals intended to narrow the gap between Forum’s market value and its intrinsic value and to determine the best outcome for shareholders. The Special Committee will review approaches received to date and consider a full range of value-maximizing pathways.

In addition, the Board retained Clear Street Investment Banking as independent financial advisor to support the Special Committee with valuation work and strategic options analysis. While these initiatives proceed, Forum plans to continue executing its business plan as a digital asset platform focused on tokenizing institutional-grade real-world assets to drive revenue and cash flow growth.

Forum Markets, Incorporated detailed a new strategy to deploy capital into short-term bridge loans that finance the purchase and deployment of NVIDIA AI chips. These loans are expected to generate annualized returns in the mid-teens and sit ahead of longer-term “take-out” financing from institutional lenders.

The first contemplated deal is an AI chip infrastructure loan to a U.S.-based neocloud operator, where Forum expects to commit at least $25 million and up to $50 million. Forum can choose which deals to fund and intends to tokenize some or all of its loan positions on its Ethereum-based digital asset platform to broaden investor access and enhance the yield profile of its tokenized product pipeline.

Forum Markets, Incorporated entered into a Second Amended and Restated Sales Agreement with Clear Street LLC and TCBI Securities, Inc. d/b/a Texas Capital Securities. This agreement ends sales of common stock under the prior WKSI registration statement and prospectus supplement and returns the at-the-market program to the earlier Form S-3 registration statement and initial prospectus supplement. The company states there were no other material changes to the prior amended sales agreement.

Forum Markets, Incorporated approved new equity awards for its CEO, McAndrew Rudisill, and CFO, John Saunders, to tie their compensation more closely to long-term share performance. Each package mixes performance stock units and restricted stock units granted under the 2025 Omnibus Incentive Plan.

Mr. Rudisill received a one-time initial equity award valued at $4,285,500 and a pro-rated 2025 annual award valued at $898,194, while Mr. Saunders received an equity award valued at $750,000. Sixty percent of each award is in performance stock units that vest only if share price hurdles of $5.00, $7.50, and $10.00 are met within five years, and after minimum time-based vesting periods.

The remaining restricted stock units vest in three equal installments on the first, second, and third anniversaries of August 1, 2025, contingent on continued employment. The awards include protections on termination without cause and accelerated vesting mechanics in connection with a qualifying change in control, further reinforcing retention objectives for the senior leadership team.

Forum Markets, Incorporated reported its first meaningful revenue as a digital asset and real‑world asset tokenization platform, generating GAAP revenue of $2.4 million in Q4 2025 and $6.5 million for full year 2025. Despite this ramp, heavy operating and non‑cash items drove a full‑year net loss from continuing operations of $443.5 million, or $(54.32) per basic share, and an Adjusted EBITDA loss of $218.5 million. The balance sheet expanded sharply, with total assets of $306.3 million at year‑end, including $61.6 million of digital assets and $181.0 million of staking receivables, against total liabilities of $66.9 million. Management highlighted 2025 as a foundation‑building year and issued 2026 revenue guidance of $18–$26 million and a 2027 AUM target of $300–$400 million, aiming to move toward positive cash flow in 2027 as yield, tokenization fees, and asset management economics develop.

Forum Markets, Incorporated entered into a new five-year Master Loan Purchase Agreement and Master Loan Servicing Agreement with Zippy Loans through its subsidiary ETHZilla Modular Mortgage LLC. The program allows ongoing purchases of manufactured home chattel loan receivables originated by Zippy Loans up to an aggregate commitment of $150,000,000.

The parties also executed an initial Purchase Commitment from March 23, 2026 through June 30, 2026 with a commitment amount of up to $15,000,000. On the same date, Forum Markets acquired 31 manufactured home chattel loans for a total purchase price of $1,436,710.67, funded with cash on hand.

Zippy Loans will service the loans under a fee structure based on the aggregate outstanding loan balance and FICO-score tiers, with minimum monthly fees. The company views this as an acquisition of assets rather than a business, so no additional financial statements or pro forma information are required.

Forum Markets, Incorporated entered into a $10,000,000 revolving warehouse facility through its subsidiary ETHZilla Auto Loans LLC to finance first-lien auto loan receivables originated via the Automatic USA platform, which uses Karus' AI-driven credit analytics.

The 12-month facility, automatically renewable for six-month periods, is secured by the financed receivables and related collateral and is structured around a borrowing base. Separately, since February 4, 2026, Forum has sold 4,200 ETH at an average price of $1,938.78 per ETH for total proceeds of $8,147,074 and now holds 61,650 ETH on its balance sheet, while continuing to evaluate ETH sales and equity offerings to fund its tokenization-focused business plan.

Forum Markets, Incorporated, formerly ETHZilla Corporation, has formally changed its corporate name and brand as part of its strategic evolution into a digital asset platform focused on tokenizing institutional-grade real-world assets on Ethereum.

The name change became effective on February 25, 2026, with the Nasdaq ticker expected to switch from ETHZ to FRMM at the market open on March 2, 2026. The company states that stockholder rights are unchanged and no stockholder action is required, and the CUSIP remains the same.

Forum launched a new website at www.forum-markets.com, where investors can access SEC filings, governance documents, and code of ethics updates. The company highlights recent steps in its tokenization strategy, including Eurus Aero Token I and the acquisition of manufactured and modular home loans it plans to tokenize into income-generating products.

ETHZilla Corporation filed an 8-K detailing corporate governance changes and a new tokenized aviation investment product. The board adopted Fourth Amended and Restated Bylaws effective February 11, 2026, tightening and clarifying rules for stockholder director nominations and other meeting business in light of SEC universal proxy rules.

The bylaws also expand the board’s ability to postpone, cancel, or reschedule stockholder meetings and add a federal forum selection clause for Securities Act claims. Separately, subsidiary ETHZilla Aerospace LLC launched the Eurus Aero Token I, a tokenized instrument backed by two CFM56 jet engines acquired for about $12.2 million, with a maximum intended offering size of roughly $11.9 million and a target return of about 11% for accredited investors.

ETHZilla Corporation has acquired a portfolio of manufactured home and modular home loans and reshaped part of its crypto holdings to fund the deal. Through newly formed subsidiary ETHZilla Modular Mortgage LLC, the company bought 95 loans and related first‑lien mortgages from Zippy Manufactured Home Credit Fund I L.P. for $4,674,595, equal to 104% of their outstanding principal as of January 29, 2026. The loans currently yield about 10.36% per year and will be serviced by an affiliate of the seller.

To finance this purchase and other assets, ETHZilla sold 3,965.83 Ether at an average price of $3,173.67, generating gross proceeds of $12.58 million, and now holds 65,850 ETH on its balance sheet. The company plans to tokenize these loans into a cash‑flow‑generating manufactured home loan token and make it available on Liquidity.io later in the month, following the launch of its planned aircraft engine token.

The filing also notes a leadership change in finance. Effective January 30, 2026, consulting Chief Accounting Officer Eric Van Lent resigned after the company chose not to renew the services agreement with his firm following the appointment of John Saunders as Chief Financial Officer in November 2025.

ETHZilla Corporation, through its wholly owned subsidiary ETHZilla Aerospace LLC, completed the acquisition of two CFM56-7B24 aircraft engines from Avean Engine Solutions, LLC under an Engine Sale and Purchase Agreement dated January 12, 2026. The engines, together with related parts, records and stands, were purchased for an aggregate of $12.2 million in cash, less prior deposits and subject to adjustments tied to an economic closing date of September 30, 2025.

The engines are already subject to lease agreements with a major airline, and those leases were assigned to ETHZilla Aerospace LLC as part of the deal. ETHZilla Aerospace LLC also entered a servicing agreement with Aero Engine Solutions, Inc., which will manage the engines for a monthly fee and includes mutual options for a sale of either engine at $3 million per engine after the related lease ends, provided each engine meets specified condition requirements.

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.

ETHZilla Corporation reported that on November 21, 2025 it cancelled 2,099,741 treasury shares of common stock that had been repurchased under its Board-approved share repurchase program. These shares were bought back at an average price of $22.04 per share, inclusive of fees.

After this cancellation, ETHZilla states that total common shares issued and outstanding were 19,301,223 as of November 24, 2025. Cancelling repurchased shares reduces the share count, which can increase the ownership percentage and potential earnings per share for remaining stockholders.

ETHZilla Corporation furnished a press release and an earnings presentation covering financial results for the three and nine months ended September 30, 2025, and announced a conference call. The materials include non‑GAAP reconciliations and are furnished, not filed, under the Exchange Act.

The Board appointed John Saunders as Chief Financial Officer and Secretary, effective the business day following the filing date of the Company’s Form 10‑Q for the quarter ended September 30, 2025. Eric Van Lent will step down as Principal Accounting/Financial Officer and Secretary on the same effective date. ETHZilla entered an Offer Letter effective August 1, 2025 for Mr. Saunders as Vice President of Finance at $350,000 per year, increased to $450,000 per year on November 12, 2025, and plans to enter a standard indemnification agreement.

ETHZilla Corporation furnished a Regulation FD update about investor outreach. The company will present at the ThinkEquity Conference in New York on October 30, 2025 at 9:00 am ET and will hold one-on-one meetings with investment banks before and after the event.

ETHZilla posted an updated Investor Presentation dated October 29, 2025 on its website and attached it as Exhibit 99.1. The materials are being furnished under Item 7.01 and are not deemed “filed” for purposes of Section 18 of the Exchange Act. The presentation will be available on the investor section at ir.ethzilla.com.

ETHZilla Corporation announced updates to its capital actions. The Board authorized a stock repurchase program for up to $250.0 million of common stock. The program will end on the earliest of June 30, 2026, when the $250.0 million limit is reached, or if discontinued by the Board.

From October 24 to October 27, 2025, the company repurchased approximately 600,000 shares at an average price of about $20.00 per share; these shares have been cancelled or are in the process of being cancelled. The company also disclosed the sale of $40,000,000 of Ether (ETH). The press release with additional details was furnished as Exhibit 99.1.

ETHZilla Corporation entered into and closed a Purchase and Subscription Agreement to acquire 15% of Satschel, Inc. (owner of Liquidity.io, a regulated ATS) on October 22, 2025. Consideration comprised $5 million in cash and 556,174 ETHZilla common shares with an agreed value of $10 million, and those shares are subject to a six‑month lock‑up.

The agreement provides ETHZilla with the exclusive right in perpetuity to list any digital tokens or assets issued on Ethereum Layer 2 protocols on Satschel’s Platform, a right of first refusal until the earlier of five years after closing or Satschel becoming public to purchase any of Satschel’s equity offerings, and the right to appoint one Satschel board member while ETHZilla holds equity. Post‑closing covenants include quarterly budgets and reporting, minimum cash, and limits on new business lines, capex, compensation, indebtedness, asset sales, listings, reverse mergers, security issuances, and charter changes without ETHZilla’s consent.

Indemnification includes a $50,000 deductible and a $2 million cap, subject to customary exceptions. The ETHZilla shares issued to Satschel were an unregistered sale under Section 4(a)(2) and/or Rule 506 of Regulation D.

ETHZilla Corporation approved a 1-for-10 reverse stock split of its common stock, effective at 12:01 a.m. Eastern Time on October 20, 2025. Trading on Nasdaq is expected to begin on a post-split basis the same day under the existing ticker ETHZ (warrants: ETHZW).

At the effective time, every ten shares will be combined into one share, reducing total outstanding common shares from approximately 160 million to approximately 16 million. Authorized shares are unchanged, the par value is unaffected, and no fractional shares will be issued; holders otherwise entitled to fractions will receive cash based on the prior trading day’s closing price. Outstanding options, warrants, equity awards, and conversion rates will be proportionately adjusted to maintain aggregate exercise economics. The company cited a goal of expanding engagement with institutional investors and facilitating access to collateral and margin practices associated with stock prices above $10. The reverse split is not related to exchange listing requirements.

ETHZilla Corporation reported that stockholders approved several governance and financing actions at a Special Meeting held on October 7, 2025. Shareholders approved an amendment to the company's certificate of incorporation to increase authorized common shares from 1,000,000,000 to 5,000,000,000, and the company filed the Certificate of Amendment with the Delaware Secretary of State, which became effective on October 8, 2025. Stockholders also approved the issuance of shares underlying certain senior secured convertible notes issued under an August 8, 2025 Securities Purchase Agreement; the votes permit issuance in an amount that may equal or exceed 20% of common stock outstanding immediately prior to those issuances. Voting results for the listed proposals are included in the report and an exhibit (Exhibit 99.1) was furnished to the SEC.

ETHZilla Corporation announced that its CEO and Chairman, McAndrew Rudisill, will appear in a SumZero fireside chat on September 30, 2025 at 12:30 p.m. ET and that a presentation prepared for the event is furnished as Exhibit 99.1 to the filing. The filing clarifies Exhibit 99.1 is furnished to the SEC and not "filed" for purposes of Section 18 or incorporated by reference into other filings except by specific reference.

The filing discloses the company holds 102,273 ETH and ETH equivalents (valued at approximately $404 million), approximately $569 million in USD cash and cash equivalents, and has 160,176,122 shares outstanding. The document is signed by McAndrew Rudisill as CEO.

ETHZilla Corp amended its financing with an investor, replacing and expanding prior convertible notes. The company issued $350,000,000 of new senior secured convertible notes in a private placement for cash equal to 97.25% of that principal, and modified existing notes that originally totaled $156,250,000 issued for 96% of principal. Interest was reduced to 2% (rising to 18% on default). The New Notes are secured by $50 million of Ether and approximately $500 million in cash. Conversion mechanics include a downward-only reset beginning May 8, 2026, an Exchange Cap of 19.99% of outstanding shares without shareholder approval, and a mandatory conversion trigger if VWAP exceeds $4.4785 for 30 consecutive trading days. The filing discloses total ETH & ETH equivalents of 102,264 (~$462M), cash equivalents of ~$559M, earned protocol tokens of 1,500,000, and 160,176,122 shares outstanding.

ETHZilla Corporation amended a financing arrangement with an institutional investor that restructures previously issued senior secured convertible notes and adds a new series of secured convertible notes. The original financing involved $156,250,000 in Existing Convertible Notes sold for 96.0% of principal; the Amendment reduces the interest rate on the Existing Notes from 4% to 2% and issues New Convertible Notes sold at 97.25% of their principal.

The New Convertible Notes are secured by $50 million in Ether (ETH) and approximately $500 million in cash. Conversion mechanics include a downward-only conversion price reset beginning May 8, 2026 and quarterly thereafter, an investor conversion cap of 19.99% of outstanding shares without shareholder approval, and a mandatory conversion trigger if VWAP exceeds $4.4785 for 30 consecutive trading days. The amendment permits the company to stake crypto collateral and use yield on controlled cash accounts in the ordinary course. Key stated balances: 102,264 ETH (~$462M), $559M cash equivalents, and 160,176,122 shares outstanding.

ETHZilla Corporation filed an 8-K reporting executive agreements entered into September 15, 2025. The filing includes a Consulting Agreement and an amended Option Agreement with Stephen Shoemaker and an Executive Employment Agreement with McAndrew Rudisill, who is identified as Chief Executive Officer. The Rudisill Employment Agreement runs until the earlier of Mr. Rudisill providing 30 days' written notice of termination or December 31, 2028, and may automatically renew for up to two additional years unless non-renewal notice is given. The filing defines a Change in Control (merger, disposition of substantially all assets, and certain financing exceptions) and attaches the listed agreements as Exhibits 10.1–10.3 filed with the report.

ETHZilla Corporation furnished a press release updating its stock repurchase program, business strategy, and accumulation of ETH and related assets. The company reports holding 102,255 ETH & ETH equivalents, valued at approximately $460 million, and approximately $228 million in USD cash equivalents. It also reported 1,500,000 earned protocol tokens and 160,676,122 shares outstanding. The furnished Exhibit 99.1 may include forward-looking statements and cautions that actual results could differ due to risks, including the timing and amount of share repurchases. The company disclaims any obligation to update forward-looking statements except as required by law.