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UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION
13 OR 15(d) OF THE
SECURITIES EXCHANGE
ACT OF 1934
Date of Report (Date of
earliest event reported): August 22, 2025
ETHZilla Corporation
(Exact Name of Registrant
as Specified in Charter)
| Delaware |
|
001-38105 |
|
90-1890354 |
(State or Other Jurisdiction
of Incorporation) |
|
(Commission File Number) |
|
(IRS Employer
Identification No.) |
|
2875 South Ocean Blvd, Suite 200
Palm Beach, FL |
|
33480 |
| (Address of Principal Executive Offices) |
|
(Zip Code) |
Registrant’s
telephone number, including area code: (650) 507-0669
Check the appropriate box
below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below):
| ☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e 4(c)) |
Securities registered
pursuant to Section 12(b) of the Act:
| Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on which registered |
| Common Stock, par value $0.0001 per share |
|
ETHZ |
|
The NASDAQ Stock Market LLC |
| Warrants to purchase shares of Common Stock |
|
ETHZW |
|
The NASDAQ Stock Market LLC |
Indicate by check mark
whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or
Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth
company ☐
If an emerging growth
company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or
revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 7.01. Regulation FD Disclosure.
On August 25, 2025, ETHZilla
Corporation (the “Company”) issued a press release disclosing the adoption of the repurchase program discussed below
in Item 8.01 and providing an update on its Ether accumulation strategy, a copy of which is furnished hereto as Exhibit
99.1, which is incorporated by reference into this Item 7.01 in its entirety.
The information in this Item
7.01 of this Current Report on Form 8-K, including the information contained in Exhibit 99.1 is being furnished
to the U.S. Securities and Exchange Commission, and shall not be deemed to be “filed” for the purposes of Section 18 of the
Exchange Act or otherwise subject to the liabilities of that section, and shall not be deemed to be incorporated by reference into any
filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by a specific reference
in such filing.
Item 8.01. Other Events.
Stock Repurchase Program
On August 22, 2025, the Board
of Directors of the Company authorized and approved a stock repurchase program for up to $250.0 million of the currently outstanding shares
of the Company’s common stock. Subject to any future extension in the discretion of the Board of Directors of the Company, the repurchase
program is scheduled to expire upon the earliest of (i) June 30, 2026, (ii) when a maximum of $250.0 million of the Company’s common
stock has been repurchased, or (iii) when such program is discontinued by the Board of Directors.
Under the stock repurchase
program, shares may be repurchased from time to time in the open market or through negotiated transactions at prevailing market rates,
or by other means in accordance with federal securities laws, including Rule 10b-18 of the Securities Exchange Act of 1934 (the “Exchange
Act”). Repurchases will be made at management’s discretion at prices management considers to be attractive and in the
best interests of both the Company and its stockholders, subject to the availability of shares, general market conditions, cost of capital,
the trading price of the common stock, alternative uses for capital, and the Company’s financial performance. Repurchases may also
be made under a Rule 10b5-1 plan, which would permit shares to be repurchased when the Company might otherwise be precluded from doing
so under insider trading laws.
The repurchase program may
be suspended, terminated or modified at any time for any reason, including market conditions, the cost of repurchasing shares, the availability
of alternative investment opportunities, liquidity, and other factors deemed appropriate. These factors may also affect the timing and
amount of share repurchases. The repurchase program does not obligate the Company to purchase a particular number of, or any, shares.
There is no guarantee as to the exact number or value of shares that will be repurchased by the Company, if any.
The repurchase program is
expected to be funded using the Company’s working capital and from funds raised in “at-the-market” offerings or other
future financings.
Information regarding share
repurchases will be available in the Company’s periodic reports on Form 10-Q and 10-K filed with the Securities and Exchange Commission
as required by the applicable rules of the Exchange Act.
ETH Accumulation Status Update
As of August 25, 2025, the
Company has acquired or agreed to acquire 102,237 ETH at an average acquisition price of $3,948.72, which is now valued at approximately
$489 million. In addition to the ETH, the Company holds approximately $215 million in USD cash equivalents.
Outstanding Shares
As of August 22, 2025, the Company has 165,475,655 shares of common
stock issued and outstanding, which number includes 1,318,000 shares of common stock subject to cancellation, which shares the Company
expects to formally cancel in the next few days.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. |
|
Description |
| 99.1 |
|
Press Release dated August 25, 2025 |
| 104 |
|
Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document) |
Forward Looking Statements
This Current Report on Form
8-K and the press release attached as Exhibit 99.1 to this Current Report on Form 8-K, may contain forward-looking information
within the meaning of applicable securities laws (“forward-looking statements”). These forward-looking statements represent
the Company’s current expectations or beliefs concerning future events and can generally be identified using statements that include
words such as “estimate,” “expects,” “project,” “believe,” “anticipate,” “intend,”
“plan,” “foresee,” “forecast,” “likely,” “will,” “target” or similar
words or phrases. These forward-looking statements are subject to risks, uncertainties and other factors, many of which are outside of
the Company’s control which could cause actual results to differ materially from the results expressed or implied in the forward-looking
statements, including, but not limited to the amount, timing, and sources of funding for the repurchase program. These statements are
neither promises nor guarantees, but involve known and unknown risks, uncertainties and other important factors that may cause actual
results, performance, or achievements to be materially different from any future results, performance, or achievements expressed or implied
by the forward-looking statements, including, but not limited to, risks relating to the fact that common share repurchases may not be
conducted in the timeframe or in the manner the Company expects, or at all. The Company undertakes no obligation to publicly update or
revise any of the forward-looking statements, whether because of new information, future events or otherwise, made in the release or presentation
or in any of its Securities and Exchange Commission (SEC) filings or public disclosures, except as provided by law. Consequently, you
should not consider any such list to be a complete set of all potential risks and uncertainties. More information on potential factors
that could affect the Company’s financial results is included from time to time in the “Forward-Looking Statements,”
“Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations”
sections of the Company’s periodic and current filings with the SEC, including Form 10-Qs, Form 10-Ks and Form 8-Ks, filed with
the SEC and available at www.sec.gov. Forward-looking statements speak only as of the date they are made.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Date: August 25, 2025
| |
ETHZilla Corporation |
| |
|
| |
By: |
/s/ Blair Jordan |
| |
|
Name: |
Blair Jordan |
| |
|
Title: |
Chief Executive Officer |
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