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.