ETHZilla Corporation SEC Filings

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.

Jordan Blair, who serves as Chief Executive Officer and a director of ETHZilla Corp (symbol ETHZ), filed a Form 4 disclosing changes in beneficial ownership driven by voting agreements and a disposal. The filing shows Mr. Jordan controls Blair Jordan Strategy and Finance Consulting Inc., which beneficially owns 327,576 shares. He may also be deemed to beneficially own 43,166 shares via an irrevocable voting proxy from Dr. James Woody and 1,318,000 shares via an irrevocable voting proxy from Elray Resources, Inc.

The filing reports that a separate voting agreement with Dr. Marlene Krauss covering 200,000 shares expired on 08/21/2025, and those 200,000 shares were reported as disposed. Each voting agreement grants Mr. Jordan only voting rights for the specified shares; the filing states he has no dispositive control or pecuniary interest over the proxied shares beyond the voting proxies.

ETHZilla Corporation furnished a Form 8-K reporting that it issued a press release—filed as Exhibit 99.1—disclosing the adoption of a share repurchase program and providing an update on its Ether accumulation strategy. The Item 7.01 disclosure and Exhibit 99.1 are being furnished to the SEC and explicitly are not being "filed" for purposes of Section 18 or incorporated by reference into other filings unless specifically referenced.

The company states repurchases will occur at management's discretion based on factors including share availability, market conditions, cost of capital, trading price, alternative capital uses, and the company's financial performance. Repurchases may be executed under a Rule 10b5-1 plan to permit purchases when insider trading restrictions might otherwise apply. The press release is dated August 25, 2025 and the Form 8-K is signed by Blair Jordan, Chief Executive Officer.

ETHZilla Corporation files a warrant prospectus supplement describing securities the company may offer and highlighting material risks. The company may offer debt securities, warrants, preferred and common stock (it has 1,000,000,000 authorized common shares and 5,000,000 authorized preferred shares with several series designated). The disclosure stresses substantial execution and regulatory risks across two core initiatives: biotechnology drug development and a planned blockchain-based iGaming platform, plus an ETH treasury strategy that exposes the company to cryptocurrency price and liquidity volatility. The prospectus incorporates audited 2023 consolidated financial statements by Marcum LLP and references multiple SEC filings for further details.