ETHZilla Corporation SEC Filings

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 called a virtual special meeting for December 16, 2025 to seek stockholder approval to remove the Nasdaq 20% exchange cap tied to its senior secured convertible notes issued under a September 21, 2025 Amendment and Waiver Agreement. Approval would permit issuing more than 20% of common stock upon conversion, as required by Nasdaq Listing Rule 5635(d).

The New Convertible Notes total $350,000,000, bear 2% interest through a maturity date of September 23, 2028, and are secured by $50,000,000 of Ether and approximately $500,000,000 in cash. They are initially convertible at $3.05 per share, subject to periodic resets and other downward adjustments. The filing notes a 1-for-10 reverse stock split effective October 20, 2025.

If approved, conversions could exceed the 20% cap and dilute existing holders; market sales of conversion shares could pressure the stock. If not approved, the company may need to repay in cash, which could affect business plans and its ETH treasury strategy. A second proposal would allow adjournment to solicit additional proxies. The record date is October 17, 2025; each proposal requires a majority of votes cast.

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 is registering the resale of 187,618,958 shares of common stock issuable upon conversion of newly issued Additional Convertible Notes. The company reported 160,176,122 shares outstanding as of October 3, 2025 and a pro forma share count of 347,795,080 assuming conversion of the Additional Convertible Notes. The prospectus states the company will not receive proceeds from secondary sales and that each selling stockholder controls timing and method of sale.

The filing includes an extensive risk factor section focused on exposure to ETH market volatility, regulatory and macro risks, staking risks (including slashing), counterparty and custodian failures, and reputational/data risks. The document discloses registration and transaction costs, including an SEC registration fee of $62,184.43 and legal fees of $225,000, and lists exhibits and incorporation-by-reference documents through September 30, 2025.

ETHZilla Corp filed a Form 144 disclosing a proposed sale of 339,646 common shares, with an aggregate market value of $804,961, to be sold approximately on 10/01/2025 on Nasdaq. The shares were acquired as restricted stock grants from the issuer on 02/20/2025 (160,000 shares) and 06/17/2025 (179,646 shares) and were paid as compensation. The filing reports no sales in the prior three months and includes the standard representation that the seller is not aware of undisclosed material adverse information. The filer marked the submission as LIVE.

Cyber Citadel and Konstantin Lomashuk report beneficial ownership of 14,998,198 shares of ETHZilla Corporation common stock, representing 9.99% of the class. The reported holdings include warrants exercisable for 124,302 shares within 60 days, and the filing states those warrants will not be exercised if doing so would cause ownership to exceed 9.99%.

The stake is held through a Cayman Islands entity (Cyber Citadel) with Lomashuk identified as sole owner of a controlling interest and having sole voting and dispositive power over the reported shares. The percentage is calculated against 150,007,819 shares outstanding.

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.