[8-K] ETHZilla Corporation Warrant Reports Material Event

Rhea-AI Filing Summary

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.

Insights

Cryptocurrency Strategy Analyst

TL;DR: Deploying ~$100M of ETH into a restaking protocol materially shifts ETH exposure toward protocol-based yield and counterparty risk.

The company is materially reallocating on-chain assets by committing roughly $100 million of Ether to a liquid restaking protocol. This increases yield-seeking exposure while introducing operational and smart-contract risk tied to EtherFi. The balance sheet snapshot—102,246 ETH (~$456M) and $221M cash equivalents—indicates a substantial on-chain asset base that the firm is actively managing. Investors should note this is a strategic allocation of crypto holdings rather than a debt or equity transaction; the filing furnishes a press release rather than filing it, limiting certain liability treatments.

Corporate Governance & Securities Counsel

TL;DR: The disclosure properly furnishes a press release and clarifies non-incorporation for Section 18 liabilities, consistent with routine 8-K practices.

The company correctly uses Item 7.01 to furnish a press release and explicitly states the exhibit is furnished and not "filed" for Section 18 purposes, which preserves ordinary liability limitations. The disclosure includes quantitative asset figures and share count, improving transparency. The filing does not provide additional contractual terms of the Ether deployment or risk disclosures within the 8-K text; those details may be in Exhibit 99.1. From a governance perspective, the company documented the material action and provided exhibit linkage consistent with securities reporting norms.

false 0001690080 0001690080 2025-08-28 2025-08-28 0001690080 ETHZ:CommonStockParValue0.0001PerShareMember 2025-08-28 2025-08-28 0001690080 ETHZ:WarrantsToPurchaseSharesOfCommonStockMember 2025-08-28 2025-08-28 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

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 28, 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 September 2, 2025, ETHZilla Corporation (the “Company”) issued a press release announcing its plans to deploy approximately $100 million dollars in Ether (“ETH”) to EtherFi, a liquid restaking protocol and providing an update on its ETH 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.

ETH Accumulation Status Update

A summary of ETHZilla’s current ETH position and key metrics as of August 31, 2025, except for shares outstanding, as of September 1, 2025:

● Total ETH & ETH Equivalents Held⁽¹⁾: 102,246

● Total ETH & ETH Equivalents Held (USD): approximately $456 million

● Total USD Cash Equivalents: approximately⁽²⁾: $221 million

● Total Shares Outstanding⁽³⁾: 166,626,845

⁽¹⁾ Total ETH & ETH Equivalents Held includes ETH the Company has agreed to purchase.

⁽²⁾ Total USD Cash Equivalents excludes USD committed pursuant to agreement(s) to acquire ETH included in the Total ETH & ETH Equivalents Held.

⁽³⁾ Includes the cancellation of the Elray shares as discussed below.

Cancellation of Elray Resources, Inc. Shares

As previously reported in that certain Current Report on Form 8-K filed with the Securities and Exchange Commission on April 30, 2025, on April 28, 2025, the Company entered into a Settlement and Mutual Release Agreement (the “Settlement Agreement”) with Elray Resources, Inc. (“Elray”), and Luxor Capital, LLC (“Luxor”). Pursuant to the Settlement Agreement, among other things: (a) the Company agreed to acquire all 1,318,000 of the shares of its common stock (the “Elray Shares”) held by Elray, which were issued in March 2025, upon the conversion of 1,000,000 shares of Series B Convertible Preferred Stock which Elray then held, in exchange for an aggregate settlement payment of $1 million, consisting of (i) $350,000 payable to Elray within five business days of the Settlement Agreement and (ii) $650,000 payable to Luxor, which is payable by way of 20% of proceeds raised by the Company in future capital raises until paid in full. The Company paid the amounts due to Elray following the entry into the Settlement Agreement and the amounts due to Luxor upon the closing of the previously announced August 2025 private placement offering.

On August 28, 2025, the Company cancelled the 1,318,000 Elray Shares pursuant to the terms of the Settlement Agreement.

Outstanding Shares

As of September 1, 2025, the Company has 166,626,845 shares of common stock issued and outstanding.

1

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
99.1		Press Release dated September 2, 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. 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.

2

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: September 2, 2025

	ETHZilla Corporation
	By:	/s/ McAndrew Rudisill
		Name:	McAndrew Rudisill
		Title:	Executive Chairman

3