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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 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.
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.
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 |
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