ETHZilla Corporation SEC Filings

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 Corp director Michael A. Edwards has filed an initial ownership report showing that he beneficially owns 0 shares of common stock. The filing is effective as of 12/19/2025 and lists his holdings as directly owned, with no indirect ownership reported.

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 disclosed an Amended and Restated Asset Management Agreement with Electric Treasury Edge, LLC that expands the scope of account assets and advisory services. The company also entered a Physically-Settled Spot and Forward Transaction Agreement with Cumberland DRW LLC to obtain up to $80.0 million, with a forward rate of 9.90% per annum through a settlement date of December 8, 2025, and the transaction is expected to be collateralized by approximately $125.0 million of ETH. Reported totals include 102,246 ETH (≈ $443 million), ≈ $213 million of USD cash equivalents, and 164,426,122 shares outstanding.

ETHZilla Corporation (ETHZW) is soliciting proxies for a virtual Special Meeting on October 7, 2025 at 9:00 am Pacific Time to vote on eight proposals.

Key matters include election of a director and three new equity plans (a 2025 Omnibus Plan and two 2025 Supplemental Option Plans), approval to eliminate the exchange cap on newly issued senior secured convertible notes for Nasdaq compliance (the CN Nasdaq 20% Cap Removal Proposal), an increase in authorized common shares from 1,000,000,000 to 5,000,000,000, and a clean-up amendment to remove obsolete charter provisions. The Board recommends voting "FOR" all proposals.

Reported capital structure items: 164,447,345 shares outstanding as of the record date; 82,080,886 shares issuable upon outstanding warrants and options; named large holders include Robert S. Pitts, Jr. (11,320,754 shares, 6.9%) and Peter Thiel (11,592,241 shares, 7.0%). Convertible notes are secured by approximately $44.5 million in ETH collateral and about $156.25 million in cash collateral. Recent equity grants and option exercise prices noted include $0.9290 per share for June 2025 option grants.

ETHZilla Corporation disclosed related-party and transaction details including issuance and sale of securities and vendor agreements. The CEO's affiliated entities received and acquired securities in a PIPE offering: PCAO LLC received warrants to buy 4,807,873 shares at an exercise price of $2.775 per share (issued July 29, 2025) and warrants to buy 957,002 shares at $3.445 per share (issued August 8, 2025); Pelagic Capital Advisors LLC and three beneficiary partnerships purchased 566,035 shares in the PIPE. The warrants include cashless exercise rights and remain outstanding until exercised. The company contracted EVL Consulting, controlled by the Chief Accounting Officer, for a cloud accounting implementation and related services for eight operating subsidiaries for total consideration of $60,000 payable in three milestones. The filing also references a Separation and Release Agreement dated September 4, 2025. All items reported are presented as described in the filing text.

ETHZilla Corporation disclosed in an Item 7.01 furnishing that it will deploy approximately $100 million of Ether into EtherFi, a liquid restaking protocol, and provided updated asset balances. The company reports holding 102,246 ETH (approximately $456 million) in ETH and ETH equivalents and approximately $221 million in USD cash equivalents. It also disclosed 166,626,845 shares outstanding. The press release announcing the ETH deployment is furnished as Exhibit 99.1 and is incorporated by reference into the Item 7.01 disclosure. The Item clarifies the furnished exhibit is not "filed" for Section 18 liability or incorporated by reference into other filings except by explicit reference.

ETHZilla Corporation (ETHZW) has filed a preliminary proxy for a virtual Special Meeting on October 7, 2025 at 9:00 am PT. Stockholders will vote on electing one Class I director (Board nominee Jason New) and on multiple equity and charter changes proposed by the Board. Key proposals include adoption of a 2025 Omnibus Incentive Plan and two supplemental option plans, removal of the Nasdaq 20% exchange-cap for senior secured convertible notes issued under an August 8, 2025 Securities Purchase Agreement, an increase in authorized common shares from 1.0 billion to 5.0 billion, and a clean-up amendment to the certificate of incorporation. The filing discloses major holders (e.g., Robert S. Pitts, Jr. ~6.9% and Peter Thiel ~7.0%), 164,447,345 shares outstanding at the Record Date, convertible notes secured by ~44.5 million ETH and ~$156.25 million cash collateral with interest that can rise to 18% on default, multiple related-party voting agreements, and ongoing litigation settlements including an AmTrust settlement involving issuance of 509,707 shares. The Board uniformly recommends a "FOR" vote on the listed proposals.