UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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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).
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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 2.02 Results of Operations and Financial Condition.
On November 14, 2025, ETHZilla Corporation (“ETHZilla” or the “Company”) issued a press release and will hold a conference call regarding its financial results for the three and nine months ended September 30, 2025. A copy of the press release, which includes information on the conference call and a summary of such financial results is furnished as Exhibit 99.1 to this Form 8-K and incorporated herein by reference. Additionally, a copy of a presentation which will be discussed on the earnings call is furnished as Exhibit 99.2 to this Form 8-K and is incorporated herein by reference, and has also been posted to the Company’s website at https://www.ethzilla.com, although the Company reserves the right to discontinue that availability at any time.
The information contained in this Current Report and Exhibits 99.1 and 99.2 hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall they be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended or the Exchange Act, except as expressly set forth by specific reference in such a filing.
The Company is making reference to non-GAAP financial information in the press release, presentation, and the conference call. A reconciliation of these non-GAAP financial measures to the comparable GAAP financial measures is contained in the attached press release and presentation.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Appointment of Chief Financial Officer (Principal Accounting/Financial Officer)
On November 12, 2025, the Board of Directors of the Company, appointed John Saunders as the Chief Financial Officer (Principal Accounting/Financial Officer) and Secretary of the Company (the “Appointment”), which Appointment will be effective as of the business day following the filing date of the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2025 (the “Report”). As a result of the Appointment, Eric Van Lent, the Chief Accounting Officer of the Company, agreed to step down as Principal Accounting/Financial Officer and Secretary of the Company, also effective on the business day following the filing date of the Report.
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Mr. Saunders is not party to any material plan, contract or arrangement (whether or not written) with the Company, except for the Offer Letter (discussed and described below), and there are no arrangements or understandings between Mr. Saunders and any other person pursuant to which Mr. Saunders was selected to serve as an officer of the Company, nor is Mr. Saunders a participant in any related party transaction required to be reported pursuant to Item 404(a) of Regulation S-K. There are no family relationships between any director or executive officer of the Company, including Mr. Saunders.
The Company plans to enter into a standard form of Indemnity Agreement (the “Indemnification Agreement”) with Mr. Saunders in connection with the Appointment. The Indemnification Agreement provides, among other things, that the Company will indemnify Mr. Saunders under the circumstances and to the extent provided for therein, for certain expenses he may be required to pay in connection with certain claims to which he may be made a party by reason of his position as an officer of the Company, and otherwise to the fullest extent permitted under Delaware law and the Company’s governing documents. The Indemnification Agreement is identical in all material respects to the indemnification agreements entered into with other Company officers.
Effective on August 1, 2025, the Company entered into an Offer Letter with Mr. Saunders pursuant to which Mr. Saunders agreed to serve as Vice President of Finance of the Company in consideration for $350,000 per year, which compensation was increased to $450,000 per year on November 12, 2025.
Biographical information for Mr. Saunders is provided below:
John Saunders, age 43:
Prior to joining the Company in August 2025 as Vice President of Finance, Mr. Saunders served as Senior Vice President Finance, Capital Markets of Bridger Aerospace Group Holdings, Inc. (NASDAQ:BAER), an aerial firefighting and aerospace services company, from May 2025 to June 2025. From October 2021 to May 2024, Mr. Saunders served as Chief Financial Officer of ElementCompany, LLC, a family office with investments in technology and agriculture. Prior to that, he served as Chief Financial Officer from June 2019 to September 2021, and Controller from September 2018 to June 2019 of Ascent Vision Technology, LLC, a defense company. Mr. Saunders received his Batchelor of Arts in Economics from Bates College and his Masters of Professional Accountancy from Montana State University.
The above summary of the Offer Letter and Indemnification Agreement is a summary only and is qualified in its entirety by reference to the Offer Letter and Form of Indemnification Agreement, copies of which are attached hereto (or incorporated by reference herein) as Exhibits 10.1 and 10.2, respectively and are incorporated into this Item 5.02 by reference in their entirety.
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Item 9.01 Financial Statements and Exhibits.
| Exhibit No. | Description | |
| 10.1* | Offer Letter between John Saunders and ETHZilla Corporation dated August 1, 2025 | |
| 10.2 | Form of ETHZilla Corporation Indemnity Agreement (Filed as Exhibit 10.6 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on May 9, 2024), and incorporated herein by reference) | |
| 99.1** | Press Release of ETHZilla Corporation, dated November 14, 2025 | |
| 99.2** | Third Quarter 2025 Earnings Call Presentation | |
| 104 | Inline XBRL for the cover page of this Current Report on Form 8-K |
| * | Filed herewith. |
| ** | Furnished herewith. |
The inclusion of any website address in this Form 8-K, and any exhibit thereto, is intended to be an inactive textual reference only and not an active hyperlink. The information contained in, or that can be accessed through, such website is not part of or incorporated into this Form 8-K.
Forward-Looking Statements
This Current Report on Form 8-K, including the press release and presentation furnished as Exhibits 99.1 and 99.2, respectively, to this Current Report on Form 8-K, contains forward-looking statements within the meaning of the federal securities laws, including the Private Securities Litigation Reform Act of 1995, and, as such, may involve known and unknown risks, uncertainties and assumptions. You can identify these forward-looking statements by words such as “may,” “should,” “expect,” “anticipate,” “believe,” “estimate,” “intend,” “plan” and other similar expressions. These forward-looking statements relate to the Company’s current expectations and are subject to the limitations and qualifications set forth in the press release and presentation as well as in the Company’s other filings with the Securities and Exchange Commission, including, without limitation, that actual events and/or results may differ materially from those projected in such forward-looking statements. These statements also involve known and unknown risks, which may cause the results of the Company, its divisions and concepts to be materially different than those expressed or implied in such statements, including those referenced in the press release and presentation. Accordingly, readers should not place undue reliance on any forward-looking statements. Forward-looking statements may include comments as to the Company’s beliefs and expectations as to future financial performance, events and trends affecting its business and are necessarily subject to uncertainties, many of which are outside the Company’s control. More information on potential factors that could affect the Company’s financial results is included from time to time in the “Cautionary Statement Regarding Forward-Looking Statements,” “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of the Company’s most recently filed periodic reports on Form 10-K and Form 10-Q and subsequent filings with the SEC and available at www.sec.gov and in the “Investors” section of the Company’s website at www.ethzilla.com. Forward-looking statements speak only as of the date they are made. The Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise that occur after that date, except as otherwise provided by law.
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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: November 14, 2025
| ETHZilla Corporation | |||
| By: | /s/ McAndrew Rudisill | ||
| Name: | McAndrew Rudisill | ||
| Title: | Chief Executive Officer | ||
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Exhibit 10.1

August 1, 2025
Dear Mr. John Saunders:
On behalf of 180 Life Sciences Corp., a Delaware corporation (the “Company”), I am pleased to extend to you an offer to join the Company as Vice President of Finance (the “VP Finance”), effective upon approval of your appointment by the Board of Directors. This offer is contingent upon (i) your completion of the enclosed Officers, Directors, Managers and Principal Stockholders Questionnaire, (ii) your confirmation of the enclosed Policy on Insider Trading and Policy on Control and Disclosure of Confidential Information, and (iii) formal approval of your appointment by the Board.
As an Officer, you will owe fiduciary duties to the Company and its stockholders, such as the duty of care, duty of loyalty and the duty of disclosure, which include protecting Company proprietary information from unauthorized use or disclosure.
The following summarizes the compensation that will be provided to you effective upon your appointment to the Board, and subject to approval by the Board:
Cash Fees: Initially, your cash compensation will consist of $350,000 per year and you will initially be granted $1mm of RSUs with a two year vest schedule once the Management Incentive Plan structure is increased and tax related 10B5-1 windows or net vesting schedules are established.
The compensation set forth above is subject to change from time to time in the future as determined by the Board. In addition, the Company’s option plan outlines change in control provisions, termination rights, and other matters related to the option grants.
Enclosed are the following documents for your completion:
| ● | Officers, Directors, Managers and Principal Stockholders Questionnaire; and |
| ● | Policy on Insider Trading and Policy on Control and Disclosure of Confidential Information |

This offer is submitted to you with the understanding that you will tender your resignation as an officer of the Company in the event that you are not in compliance with the Company’s then applicable policies, codes or charters (including those set forth above). Should you accept this offer, you are representing to us that you (i) do not know of any conflict which would restrict your ability to serve as an officer of the Company, and (ii) will not provide the Company with any documents, records, or other confidential information in violation of the rights of other parties.
Consistent with the Company’s governing documents, while the Board has authority to appoint you as an officer of the Company, your continued service will be subject to Board approval and the Company’s Board has the right to remove an officer at any time in accordance with the provisions of applicable law.
You will also be entitled to indemnification for your services as an officer in accordance with the Company’s standard form of indemnification agreement, a copy of which will be provided to you upon your appointment, and the governing documents of the Company.
You are free to end your relationship as an officer of the Company at any time and for any reason. In addition, your right to serve as an officer of the Company is subject to the provisions of the Company’s charter documents.
The terms in this letter agreement supersede any other agreements or promises made to you by anyone, whether oral or written, and comprise the final, complete and exclusive agreement between you and the Company regarding your service as an officer of the Company.
While you serve as an officer of the Company, you will be expected to notify the Company’s legal department of any conflicts of interests that may arise with respect to the Company.
I hope that you will accept our offer to serve as an officer of the Company and look forward to a productive future relationship. If you agree with the above, please indicate your agreement with these terms and accept this offer by signing and dating this letter below.
Sincerely,
| /s/ McAndrew Rudisill | |
| McAndrew Rudisill | |
| Chairman of the Board of Directors |
| Acknowledged and Agreed: | |
| /s/ John Saunders | |
| Date: 08/01/2025 |
Exhibit 99.1

ETHZilla Reports Third Quarter 2025 Financial Results
Company generates $4.1 million in revenue in first six weeks operating as ETHZilla;
Accelerates RWA tokenization initiatives
PALM BEACH, Fla., – Nov. 14, 2025 – ETHZilla Corporation (Nasdaq: ETHZ) (“ETHZilla” or the “Company”), a technology company connecting traditional finance and decentralized finance (DeFi), today announced financial results for the third quarter ended September 30, 2025.
Management Commentary
“This quarter marked a transformative leap for ETHZilla, establishing us as a technology leader in DeFi and positioning us for real-world asset (RWA) tokenization,” said McAndrew Rudisill, chairman and chief executive officer. “With the aggressive deployment of our substantial Ethereum holdings into leading restaking protocols, we’re generating robust, compounding yields while contributing to network security. Our strategic partnership with Liquidity.io, including a 15% equity stake in its parent company Satschel, Inc., lays the foundation to begin tokenizing high-value, real-world and financial assets on Ethereum Layer 2 (L2) networks, enhancing liquidity, reducing friction, and broadening access for all investors. While the tokenization of global assets is still in its early stages, we believe ETHZilla is well positioned to lead this charge and be a first mover in this space as we begin to tokenize assets in the coming weeks. We believe ETHZilla’s unique business model enables it to capture the full upside of ETH appreciation alongside sustainable on-chain cash flows, recurring cash flow from tokenization, and lead the development of what is anticipated to be a multi-trillion-dollar tokenized asset economy.”
Business Highlights
| ● | Secured $931 million in Institutional Capital: Raised approximately $931 million through multiple high-conviction financings, including a $425 million PIPE on August 4, 2025; a $156 million convertible note on August 11, 2025; and a $360 million convertible note on September 23, 2025. This robust backing from top-tier institutions is a testament to ETHZilla’s strategic transformation and emerging leadership in tokenized real-world asset infrastructure. |
| ● | Strategic Restaking Deployment: In partnership with Electric Capital generated approximately 7.5% yield on deployed ETH in the third quarter. Partnered with leading protocols Ether.fi and Puffer Finance to deploy approximately $257 million into liquid restaking, enhancing yield on our Ethereum treasury while expanding our footprint across DeFi. This move enhances capital efficiency, generates high-margin on-chain income, and captures the full upside of ETH appreciation. |
| ● | Landmark Partnership with Liquidity.io: Announced a strategic alliance with Liquidity.io, including a $15 million investment and a 15% equity stake in its parent company Satschel, Inc. We believe this partnership establishes ETHZilla as the premier platform for tokenizing high-value RWAs into fully compliant, liquid, on-chain instruments with seamless primary and secondary market access. Exclusive Ethereum L2 listing rights further cement the Company’s leadership in blockchain-powered financial innovation. |
| ● | Share Repurchase Program: Repurchased 2,099,472 shares for $46.3 million inclusive of fees through November 13, 2025, under our board-approved $250 million authorization. These NAV-accretive repurchases reflect management’s confidence in ETHZilla’s intrinsic value and an unwavering commitment to delivering superior returns through prudent, opportunistic capital allocation. |
| ● | Streamlined Legacy Portfolio for Focus & Growth: Successfully resolved all outstanding litigation against the legacy company, 180 Life Sciences, and divested the legacy biotechnology assets. The Company continues to retain the previously acquired iGaming assets until the physical assets associated with the tokenization cash flow have been initiated. We believe these actions further sharpen ETHZilla’s focus on high-growth digital asset tokenization and position the Company as a pure-play leader in the future of decentralized finance. |
| ● | Strengthened Executive & Board Leadership: Appointed McAndrew Rudisill as Chairman and CEO; John Saunders as CFO; John Kristoff as SVP of Corporate Communications and Investor Relations; and Max van der Griend as VP of Corporate Finance to help accelerate the Company’s tokenized asset platform and growth strategy. Welcomed Jason New, Vice Chairman of Investment Banking at Lazard, to the Board—adding proven capital markets expertise to advance ETHZilla’s mission of connecting institutional finance with decentralized finance. |
Near-Term Outlook
| ● | The Company expects revenue-generating RWAs on chain in the coming weeks. |
| ● | The Company anticipates positive adjusted EBITDA in the fourth quarter. |
| ● | L2 protocol yield expected to range between 3.5% and 4.5%, assuming no new ETH deployment and no further liquidity provisioning. If new ETH were to be deployed, the yield range would trend higher. |
| ● | The Company plans to continue opportunistically repurchasing shares below NAV, using the remaining proceeds of its recent ETH sale when accretive, under its existing board-authorized $250 million stock repurchase program. |
Third Quarter GAAP 2025 Financial Highlights
| (in millions, except per share amounts) | For the Quarter Ended Sept. 30, 2025 | |||
| Revenue | $ | 4.1 | ||
| Gross Profit | $ | 4.1 | ||
| CapEx | -- | |||
| Cash and Cash Equivalents | $ | 559 | ||
| ● | Revenue of $4.1 million, driven by ETH staking and incentive rewards earned across DeFi deployments from mid-August 2025. |
| ● | Net loss from Continuing Operations of $208.7 million, primarily attributable to one-time non-cash items related to the July 2025 transaction expenses and write downs. Of this amount, approximately $208.4 million is associated with non-cash and transaction related fees. |
| ● | Adjusted EBITDA of $8.5 million* |
| * | Schedules reconciling the Company’s generally accepted accounting principles in the United States (“GAAP”) and non-GAAP financial results, including Adjusted EBITDA, are included later in this release (see also “Non-GAAP Financial Measures”, below). |
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Third Quarter Summary
Third Quarter 2025 ETH Holdings and Key Business Metrics
| (dollar figures in millions) | As of September 30, 2025 | |||
| ETH Holdings | 102,273 | |||
| ETH Value | $ | 424 | ||
| Treasury Deployment1 | 70 | % | ||
| NAV | $ | 445 | ||
All figures as of close on September 30, 2025
| (1) | Represents the percentage of ETH deployed in Protocol 1, 2 and 3 staking/restaking. Earning rewards by validating and securing one or more blockchain protocols. Past performance is not indicative of future performance. Staking and Liquid Staking yield is subject to fluctuation as result of numerous factors, many of which are outside of our control, including changes in network activity, the total amount of ETH staked, transaction fees, and protocol adjustments |
Conference Call Information
The company will host a live webcast at 10:30 a.m. ET today to discuss its third quarter 2025 results.
To register and listen to the live webcast, please use the link found here. A replay of the webcast will be available for approximately one year in the investor’s section of the Company’s website at ETHZilla.com.
About ETHZilla
ETHZilla Corporation (Nasdaq: ETHZ) is a technology company in the decentralized finance (DeFi) industry. ETHZilla seeks to connect financial institutions, businesses and organizations worldwide by enabling secure, accessible blockchain transactions through Ethereum Network protocol implementations. It generates recurring revenues through various DeFi protocols that improve Ethereum network integrity and security. ETHZilla believes it has the unique capability to bring traditional assets on-chain via tokenization. Through its proprietary protocol implementations, ETHZilla facilitates DeFi transactions and asset digitization across multiple Layer 2 Ethereum networks. ETHZilla is working to offer tokenization solutions, DeFi protocol integration, blockchain analytics, traditional-to-digital asset conversion gateways, and other decentralized finance services. To learn more, visit ETHZilla.com.
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Income Statement
ETHZILLA CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share amounts)
(unaudited)
| For the three months ended September 30, | For the nine months ended September 30, | |||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Revenues | $ | 4,110 | $ | - | $ | 4,110 | $ | - | ||||||||
| Total cost of revenues | - | - | - | - | ||||||||||||
| Gross income | 4,110 | - | 4,110 | - | ||||||||||||
| Selling, general and administrative expense | 224,605 | 596 | 227,954 | 3,472 | ||||||||||||
| Operating income (loss) | (220,494 | ) | (596 | ) | (223,844 | ) | (3,472 | ) | ||||||||
| Interest expense | (320 | ) | (10.552 | ) | (320 | ) | (29 | ) | ||||||||
| Other income | 12,143 | 74 | 12,156 | 1,842 | ||||||||||||
| Income (loss) before income taxes | (208,671 | ) | (532 | ) | (212,008 | ) | (1,659 | ) | ||||||||
| Income tax benefit | - | |||||||||||||||
| Net Income (loss) from Continuing Operations | (208,671 | ) | (532 | ) | (212,008 | ) | (1,659 | ) | ||||||||
| Net Income (loss) from Discontinued Operations | (8,071 | ) | (304 | ) | (8,830 | ) | (236 | ) | ||||||||
| Net Income (loss) | (216,742 | ) | (837 | ) | (220,838 | ) | (1,895 | ) | ||||||||
| Other Comprehensive Income (loss) | 567 | (67 | ) | 359 | (82 | ) | ||||||||||
| Total Comprehensive Loss | (216,175 | ) | (904 | ) | (220,479 | ) | (1,976 | ) | ||||||||
| Basic and Diluted Net Loss per Common Share - Continuing operation | $ | (16.80 | ) | $ | (5.43 | ) | $ | (47.20 | ) | $ | (19.59 | ) | ||||
| Basic and Diluted Net Loss per Common Share - Discontinured operation | $ | (0.65 | ) | $ | (3.10 | ) | $ | (1.97 | ) | $ | (2.79 | ) | ||||
| Weighted average Common Stock outstanding – basic | 12,418 | 98 | 4,492 | 85 | ||||||||||||
| Weighted average Common Stock outstanding – diluted | 12,418 | 98 | 4,492 | 85 | ||||||||||||
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Balance Sheet
ETHZILLA CORPORATION
CONSOLIDATED BALANCE SHEETS
(in thousands)
(Unaudited)
| As of September 30, 2025 | As of September 30, 2024 | |||||||
| ASSETS | ||||||||
| Current assets: | ||||||||
| Cash and cash equivalents | $ | 53,310 | $ | 4,567 | ||||
| Restricted cash | 505,592 | - | ||||||
| Prepaid expenses and other current assets | 2,963 | 478 | ||||||
| Current assets of discontinued operations | 84 | 97 | ||||||
| Total current assets | 561,948 | 5,141 | ||||||
| Marketable Securities | 8,827 | - | ||||||
| Digital Assets | 180,934 | - | ||||||
| Staking Receivables | 257,604 | - | ||||||
| Other noncurrent assets | - | 7,622 | ||||||
| Total assets | $ | 1,009,313 | $ | 12,763 | ||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||||
| Current liabilities: | ||||||||
| Accounts payable | $ | 1,219 | $ | 359 | ||||
| Accrued expenses and other current liabilities | 373 | 4 | ||||||
| Short Term Debt | 50,000 | - | ||||||
| Current portion of long-term debt, net of debt issuance costs | 486 | 1 | ||||||
| Current liabilities of discontinued operations | 3,711 | 3,141 | ||||||
| Total current liabilities | 55,789 | 3,505 | ||||||
| Long-term accrued expenses and other noncurrent liabilities | - | 7 | ||||||
| Derivative Liability | 12,111 | |||||||
| Convertible Debt, net at fair value | 496,276 | - | ||||||
| Total liabilities | $ | 564,176 | $ | 3,512 | ||||
| STOCKHOLDERS’ EQUITY | ||||||||
| Class B Convertible Preferred Stock | - | 0 | ||||||
| Common Stock | 2 | - | ||||||
| Treasury Stock | (16,121 | ) | 0 | |||||
| Additional paid-in capital | 826,176 | 153,692 | ||||||
| Accumulated deficit | (362,361 | ) | (141,523 | ) | ||||
| Accumulated other comprehensive income | (2,558 | ) | (2,917 | ) | ||||
| Total stockholders’ Equity | 445,137 | 9,252 | ||||||
| Total liabilities and stockholders’ Equity | $ | 1,009,313 | 12,763 | |||||
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Cash Flow
ETHZILLA CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
(Unaudited)
| For the nine months ended September 30, | ||||||||
| 2025 | 2024 | |||||||
| Cash Flows from Operating Activities: | ||||||||
| Net loss | $ | (212,008 | ) | $ | (1,659 | ) | ||
| Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | ||||||||
| Stock based compensation expense | 208,923 | 275 | ||||||
| Change in fair value of derivative liability | - | (0 | ) | |||||
| Digital asset gains and losses | (7,550 | ) | - | |||||
| Change in fair value of available for sale securities | 75 | - | ||||||
| Non-cash settlement expense | (3,724 | ) | - | |||||
| Non-cash staking and incentive revenue | (4,110 | ) | - | |||||
| Gain loss on settlement of liabilities | - | (53 | ) | |||||
| Changes in operating assets and liabilities: | ||||||||
| Prepaid expense and other currentassets | (1,764 | ) | 1,093 | |||||
| Accounts payable | 752 | (71 | ) | |||||
| Accrued expenses | 1,120 | (117 | ) | |||||
| Net cash used in operating activities from continuing operations | (18,286 | ) | (532 | ) | ||||
| Net cash used in operating activities from discontinued operations | (132 | ) | (15 | ) | ||||
| Net cash used in operating activities | (18,419 | ) | (546 | ) | ||||
| Cash Flows from Investing Activities: | ||||||||
| Purcases of marketable securities | (8,891 | ) | - | |||||
| Purchases of digital assets | (243,480 | ) | - | |||||
| Net cash used in investing activities from continuing operations | (252,370 | ) | - | |||||
| Net cash used in investing activities from discontinued operations | - | - | ||||||
| Net cash used in investing activities | (252,370 | ) | - | |||||
| Cash Flows from Financing Activities: | ||||||||
| Proceeds from exercise of pre-funded warrants from the Amendment to August 2023 Offering | - | 0 | ||||||
| Repayment of loans payable | (129 | ) | (996 | ) | ||||
| Repayment of loans payable related parties | (1,000 | ) | - | |||||
| Treasury stock purchases | (16,121 | ) | - | |||||
| Proceeds from collateralized loan | 50,000 | - | ||||||
| Proceeds from convertible debt, net | 500,001 | |||||||
| Proceeds from exercise of common stock options | 74 | |||||||
| Proceeds from exercise of common stock warrants | 5,606 | |||||||
| Proceeds from shares issued for cash and warrants, net | 286,844 | - | ||||||
| Net cash provided by (used in) financing activities from continuing operations | 825,275 | (996 | ) | |||||
| Net cash provided by (used in) financing activities from discontinued operations | (151 | ) | (14 | ) | ||||
| Net cash provided by (used in) financing activities | 825,123 | (1,010 | ) | |||||
| Net change in cash, cash equivalents and restricted cash | 554,334 | (1,556 | ) | |||||
| Cash, cash equivalents and restricted cash – beginning of the period | 4,567 | 1,706 | ||||||
| Cash, cash equivalents and restricted cash – end of the period | $ | 558,901 | $ | 150 | ||||
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GAAP to non-GAAP Reconciliation
| For the three months ended September 30, | For the nine ended September 30, | |||||||||||||||
| (in thousands) | 2025 | 2024 | 2025 | 2024 | ||||||||||||
| Net income (loss) from continuing operations | $ | (208,671 | ) | $ | (532 | ) | $ | (212,008 | ) | $ | (1,659 | ) | ||||
| Income tax benefit | - | - | - | - | ||||||||||||
| Depreciation and amortization | - | - | - | - | ||||||||||||
| Interest expense | 320 | 11 | 320 | 29 | ||||||||||||
| EBITDA | (208,351 | ) | (522 | ) | (211,688 | ) | (1,630 | ) | ||||||||
| Stock-based compensation(1) | 208,241 | 16 | 208,923 | 275 | ||||||||||||
| Business development & integration expenses(2) | - | - | - | - | ||||||||||||
| Offering costs(3) | 8,575 | - | 8,575 | - | ||||||||||||
| Loss on disposal and non-cash impairment charges(4) | - | - | - | - | ||||||||||||
| Adjusted EBITDA | $ | 8,466 | $ | (505 | ) | $ | 5,810 | $ | (1,355 | ) | ||||||
| (1) | non-cash stock-based compensation expense associated with employee and non-employee equity awards |
| (2) | expenses related to integration costs for completed acquisitions and expenses related to potential acquisition targets and additional business lines |
| (3) | one-time costs for professional service fees related to the preparation for potential offerings that have been expensed during the period |
| (4) | non-recurring or one time charges |
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Non-GAAP Financial Measures
Although we believe that net income or loss, as determined in accordance with U.S. Generally Accepted Accounting Principles (GAAP), is the most appropriate earnings measure, we use EBITDA and Adjusted EBITDA as key profitability measures to assess the performance of our business. We believe these measures help illustrate underlying trends in our business and we use these measures to establish budgets and operational goals, and communicate internally and externally, in managing our business and evaluating its performance. We also believe these measures help investors compare our operating performance with its results in prior periods in a way that is consistent with how management evaluates such performance. EBITDA is a non-GAAP profitability measure that represents net income or loss for the period before the impact of the interest expense, income tax expense (benefit) and depreciation and amortization of property, plant and equipment and intangible assets. EBITDA eliminates potential differences in performance caused by variations in capital structures (affecting financing expenses), the cost and age of tangible assets (affecting relative depreciation expense) and the extent to which intangible assets are identifiable (affecting relative amortization expense).
Adjusted EBITDA is a non-GAAP profitability measure that represents EBITDA before certain items that are considered to hinder comparison of the performance of our businesses on a period-over-period basis or with other businesses. During the periods presented, we exclude from Adjusted EBITDA certain costs that are required to be expensed in accordance with GAAP, including non-cash stock-based compensation, business development and integration expenses, offering costs, non-cash adjustments to the fair value of earnout consideration, and non-cash adjustments to the fair value of outstanding warrants. Our management believes that the inclusion of supplementary adjustments to EBITDA applied in presenting Adjusted EBITDA are appropriate to provide additional information to investors about certain material non-cash items and about unusual items that we do not expect to continue at the same level in the future.
Each of the profitability measures described below are not recognized under GAAP and do not purport to be an alternative to net income or loss determined in accordance with GAAP as a measure of our performance. Such measures have limitations as analytical tools, and should not be considered in isolation or as substitutes for our results as reported under GAAP. EBITDA and Adjusted EBITDA exclude items that can have a significant effect on our profit or loss and should, therefore, be used only in conjunction with our GAAP profit or loss for the period. Our management compensates for the limitations of using non-GAAP financial measures by using them to supplement GAAP results to provide a more complete understanding of the factors and trends affecting the business than GAAP results alone. Because not all companies use identical calculations, these measures may not be comparable to other similarly titled measures of other companies.
8
EBITDA and Adjusted EBITDA are unaudited, and have limitations as analytical tools, and you should not consider them in isolation, or as a substitute for analysis of our operating results as reported under GAAP. Some of these limitations are: EBITDA and Adjusted EBITDA do not reflect cash expenditures, or future or contractual commitments; EBITDA and Adjusted EBITDA do not reflect changes in, or cash requirements for, capital expenditures or working capital needs; EBITDA and Adjusted EBITDA do not reflect the significant interest expense, or the cash requirements necessary to service interest or principal payments, on debt or cash income tax payments; although depreciation and amortization are noncash charges, the assets being depreciated and amortized will often have to be replaced in the future, and EBITDA and Adjusted EBITDA do not reflect any cash requirements for such replacements. In addition, other companies in this industry may calculate EBITDA and Adjusted EBITDA differently than the Company does, limiting its usefulness as a comparative measure. The Company’s presentation of these measures should not be construed as an inference that future results will be unaffected by unusual or nonrecurring items. We compensate for these limitations by providing a reconciliation of each of these non-GAAP measures to the most comparable GAAP measure. We encourage investors and others to review our business, results of operations, and financial information in their entirety, not to rely on any single financial measure, and to view these non-GAAP measures in conjunction with the most directly comparable GAAP financial measure. For more information on these non-GAAP financial measures, please see the below reconciliation of these non-GAAP financial measures to their GAAP counterparts, under “GAAP to non-GAAP Reconciliation”, above.
Projections
The financial projections (the “Projections”) included herein were prepared by ETHZilla in good faith using assumptions believed to be reasonable. A significant number of assumptions about the operations of the business of ETHZilla were based, in part, on economic, competitive, and general business conditions prevailing at the time the Projections were developed. Any future changes in these conditions, may materially impact the ability of ETHZilla to achieve the financial results set forth in the Projections. The Projections are based on numerous assumptions, including realization of the operating strategy of ETHZilla; industry performance; no material adverse changes in applicable legislation or regulations, or the administration thereof, or generally accepted accounting principles; general business and economic conditions; competition; retention of key management and other key employees; absence of material contingent or unliquidated litigation, indemnity, or other claims; minimal changes in current ETH pricing; no significant increases in interest rates or inflation; and other matters, many of which will be beyond the control of ETHZilla, and some or all of which may not materialize. Additionally, to the extent that the assumptions inherent in the Projections are based upon future business decisions and objectives, they are subject to change. Although the Projections are presented with numerical specificity and are based on reasonable expectations developed by ETHZilla’s management, the assumptions and estimates underlying the Projections are subject to significant business, economic, and competitive uncertainties and contingencies, many of which will be beyond the control of ETHZilla. Accordingly, the Projections are only estimates and are necessarily speculative in nature. It is expected that some or all of the assumptions in the Projections will not be realized and that actual results will vary from the Projections. Such variations may be material and may increase over time. In light of the foregoing, readers are cautioned not to place undue reliance on the Projections. The projected financial information contained herein should not be regarded as a representation or warranty by ETHZilla, its management, advisors, or any other person that the Projections can or will be achieved. ETHZilla cautions that the Projections are speculative in nature and based upon subjective decisions and assumptions. As a result, the Projections should not be relied on as necessarily predictive of actual future events.
9
Forward Looking Statements
This press release contains “forward looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding the expected benefits of the Company’s stock repurchase, prior private placements and related transactions, prior OTC transaction, the amount, timing, and sources of funding for its stock repurchase program, the fact that common stock share repurchases may not be conducted in the timeframe or in the manner the Company expects, expectations regarding the capitalization, resources and ownership structure of the Company, the expected benefits of the expectations with respect to future performance, and growth of the Company; the ability of the Company to execute its plans, the Company’s plans to continue to purchase ETH over time, the Company’s digital asset treasury strategy, the digital assets to be held by the Company, the Company’s current and anticipated yield strategies, including its participation in DeFi protocols, and future performance. Forward looking statements are subject to numerous risks and uncertainties, many of which are beyond the Company’s control, and actual results may differ materially. Applicable risks and uncertainties include, among others, the risk that the proposed transactions described herein may not be completed in a timely manner or at all; failure to realize the anticipated benefits of the stock repurchase program, previously announced private placements, sale of convertible notes, and related transactions, including the Company’s digital asset treasury strategy; the Company’s ability to achieve profitable operations; fluctuations in the market price of ETH that will impact the Company’s accounting and financial reporting; government regulation of cryptocurrencies and online betting; the Company’s ability to repurchase shares of common stock, the timing thereof, purchase price thereof, and the fact that repurchases may not be undertaken under the stock repurchase program; changes in securities laws or regulations; changes in business, market, financial, political and regulatory conditions; risks relating to the Company’s outstanding convertible notes, including the Company’s ability to repay such notes, covenants associated therewith and dilution caused by the conversion thereof into common stock, and security interests associated therewith; risks relating to the Company’s OTC transaction, including the Company’s ability to repay such facility, covenants associated therewith and security interests associated therewith; risks relating to the Company’s previously announced ATM offering, including potential downward pressure on the Company’s stock price associated therewith; risks relating to the Company’s operations and business, including the highly volatile nature of the price of Ether and other cryptocurrencies; the risk that the Company’s stock price may be highly correlated to the price of the digital assets that it holds; risks related to increased competition in the industries in which the Company does and will operate; risks relating to significant legal, commercial, regulatory and technical uncertainty regarding digital assets generally; risks relating to the treatment of crypto assets for U.S. and foreign tax purpose, expectations with respect to future performance, growth and anticipated acquisitions; potential litigation involving the Company; global economic conditions; geopolitical events and regulatory changes; access to additional financing, and the potential lack of such financing; and the Company’s ability to raise funding in the future and the terms of such funding, including dilution caused thereby, as well as those risks and uncertainties identified and those identified under the heading “Risk Factors” in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024 and the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2025, as well as the supplemental risk factors and other information the Company has or may file with the SEC, including those disclosed under Item 8.01 of the Current Reports on Form 8-K filed by the Company with the SEC on July 30, 2025 and August 11, 2025. Readers are cautioned not to place undue reliance on these statements. Investors should also be aware that under U.S. generally accepted accounting principles (GAAP), certain crypto assets must be measured at fair value, with changes recognized in net income for each reporting period. These fair value adjustments may cause significant fluctuations in the Company’s balance sheet and income statement from period-to-period. In addition, for certain crypto assets, including ETH, which the Company holds, impairment charges may be required to be reported in net income if the market price of such assets (including ETH) falls below the cost basis at which those assets are carried on the balance sheet. Readers are encouraged to read the Company’s filings with the SEC, available at www.sec.gov, for a discussion of these and other risks and uncertainties. The forward-looking statements in this press release speak only as of the date of this document, and the Company undertakes no obligation to update any forward-looking statements except as required by law. The Company’s business is subject to substantial risks and uncertainties, including those referenced above. Investors, potential investors, and others should give careful consideration to these risks and uncertainties.
Media and Investor Contact:
John Kristoff
SVP, Corporate Communications and IR
# # #
10
Exhibit 99.2

Third Quarter 2025 Earnings Presentation NOVEMBER 14, 2025

This presentation has been prepared by ETHZilla Corporation (“ETHZilla” or the “Company”) solely for information purposes. The Company is making this presentation available in connection with an update on its business operations and strategies. This presentation does not contain all relevant information relating to the Company or its securities, particularly with respect to the risks and special considerations involved with an investment in the securities of the Company. Certain information contained in this presentation was obtained from various sources, including third parties, none of which has been commissioned and certain of which have not been independently verified. No representation, warranty or undertaking, express or implied, is made as to, and no reliance should be placed on, the fairness, accuracy, completeness, correctness or reasonableness of the information or the sources presented or contained herein. Unless otherwise set forth herein, this presentation speaks as of November 14, 2025. The information presented or contained in this presentation is subject to change without notice. Neither the delivery of this presentation nor any further discussions of the Company or any of its affiliates, shareholders, controlling persons, directors, officers, employees, agents, advisors or representatives with any of the recipients shall, under any circumstances, create any implication that there has been no change in the affairs of the Company since that date. This presentation contains statements that constitute forward - looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and other applicable securities laws. All statements other than statements of historical fact are forward - looking statements. These statements can be recognized by the use of words such as “believe,” “expect,” “anticipate,” “potential,” “create,” “intend,” “could,” “should,” “would,” “may,” “plan,” “seek”, “will,” “look,” “future,” “assume,” “continue,” or the negative of such terms or other variations thereof, or words of similar substance or meaning. Such forward - looking statements are not guarantees of future performance and involve risks and uncertainties, and actual results may differ from those in the forward - looking statements as a result of various factors and assumptions, that could cause actual results to differ materially from those contained in any forward - looking statement and which are inherently subject to significant uncertainties and contingencies that are or may be difficult or impossible to predict and are or may be beyond our control. The Company and its affiliates, shareholders, controlling persons, directors, officers, employees, agents, advisors and representatives assume no obligation to and do not undertake to update such forward - looking statements to reflect future events or circumstances, except as required by law. ETHZilla’s business is subject to substantial risks and uncertainties, including, among others: the possibility that proposed transactions may not be completed; failure to achieve anticipated benefits from stock repurchases, private placements, convertible notes, or digital asset strategies; fluctuations in ETH and other cryptocurrency prices affecting financial reporting; regulatory and legal uncertainties relating to cryptocurrencies, risks associated with outstanding debt, including convertible notes and OTC facilities; potential dilution from future financings or ATM offerings; operational and competitive risks; potential litigation; geopolitical, economic, and market conditions; and tax and accounting uncertainties, including GAAP fair value adjustments and potential impairment charges on crypto assets. Investors are cautioned not to place undue reliance on forward - looking statements. For a more complete discussion, see the “Forward - Looking Statements,” “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of the Company’s Form 10 - K for the year ended December 31, 2024, Form 10 - Q for the quarter ended September 30, 2025, and other SEC filings, including future Form 10 - Qs, Form 10 - Ks and Form 8 - Ks, all of which are filed with the SEC and available at www.sec.gov . All trademarks, service marks, and trade names of any party of their respective affiliates used herein are trademarks, service marks, or registered trade names of such party or its respective affiliate, respectively, as noted herein. Any other product, company names, or logos mentioned herein agree the trademark and/or intellectual property of their respective owners, and their use is not alone intended to, and does not alone imply, a relationship with any party, or an endorsement or sponsorship by or of any party. Solely for convenience, the trademarks, service marks and trade names referred to in this presentation may appear without the ®, TM or SM symbols, but such references are not intended to indicate, in any way, that any party of the applicable rights owner will not assert, to the fullest extent under applicable law, their rights or the right of the applicable owner or licensor to these trademarks, service marks and trade names. Actual results may vary greatly from any assumptions or models built in reliance on this presentation. Results may vary due to market conditions, unforeseen circumstances, competition, an unforeseen change in how regulators in the USA or elsewhere categorize ETH, and results are subject to a multitude of risks, uncertainties, and changes. Those include but are not limited to, market conditions, the regulatory landscape defining the particular digital asset, the value of ETH, the ongoing security of the Ethereum ecosystem, technical and custodial risks, and other risks of loss. The financial projections (the “Projections”) included herein were prepared by ETHZilla in good faith using assumptions believed to be reasonable. A significant number of assumptions about the operations of the business of ETHZilla were based, in part, on economic, competitive, and general business conditions prevailing at the time the Projections were developed. Any future changes in these conditions, may materially impact the ability of ETHZilla to achieve the financial results set forth in the Projections. The Projections are based on numerous assumptions, including realization of the operating strategy of ETHZilla; industry performance; no material adverse changes in applicable legislation or regulations, or the administration thereof, or generally accepted accounting principles; general business and economic conditions; competition; retention of key management and other key employees; absence of material contingent or unliquidated litigation, indemnity, or other claims; minimal changes in current ETH pricing; no significant increases in interest rates or inflation; and other matters, many of which will be beyond the control of ETHZilla, and some or all of which may not materialize. Additionally, to the extent that the assumptions inherent in the Projections are based upon future business decisions and objectives, they are subject to change. Although the Projections are presented with numerical specificity and are based on reasonable expectations developed by ETHZilla’s management, the assumptions and estimates underlying the Projections are subject to significant business, economic, and competitive uncertainties and contingencies, many of which will be beyond the control of ETHZilla. Accordingly, the Projections are only estimates and are necessarily speculative in nature. It is expected that some or all of the assumptions in the Projections will not be realized and that actual results will vary from the Projections. Such variations may be material and may increase over time. In light of the foregoing, readers are cautioned not to place undue reliance on the Projections. The projected financial information contained herein should not be regarded as a representation or warranty by ETHZilla, its management, advisors, or any other person that the Projections can or will be achieved. ETHZilla cautions that the Projections are speculative in nature and based upon subjective decisions and assumptions. As a result, the Projections should not be relied on as necessarily predictive of actual future events. Past performance information given in this document is given for illustrative purposes only and should not be relied upon as (and is not) an indication of future performance. In addition to our results calculated under generally accepted accounting principles in the United States (“GAAP”), in this presentation we also present certain non - GAAP financial measures discussed in greater detail below, and reconciled to GAAP under “Non - GAAP Financial Measures and Reconciliation” at the end of this Presentation. This presentation does not constitute an offer to sell or the solicitation of an offer to buy or acquire securities of the Company in any jurisdiction or an inducement to enter into investment activity, nor may it or any part of it form the basis of or be relied on in connection with any contract or commitment whatsoever. # 2 DISCLAIMER

# 3 THE ETHZILLA EVOLUTION August 18 Rebranding # Unveiled new strategic direction and rebranded as ETHZilla Corporation and began trading under the ticker “ETHZ” on August 18 August 4 $425M Private Placement # The private placement was led by Electric Capital and Harbor Island and was the launch of our ETH treasury strategy September 2 Ether.fi Partnership # Announced the deployment of $100 million of Ether (“ETH”) to Ether.fi # First commitment to generating yield by investing in the decentralized finance (DeFi) ecosystem September 15 L2 Protocols # Expanding yield generation portfolio and deploying ETH across Various staking protocols September 25 Puffer Partnership # Investing into the crypto infrastructure through their validator framework to generate yield # Puffer’s innovative 2 ETH validator bond provides insurance against validator failures or malicious activity October 22 Liquidity.io Partnership # Took 15% equity stake ($15M) in Liquidity.io parent company # Provides ETHZilla with exclusive listing rights on Liquidity’s Digital ATS, enabling the company to accelerate the tokenization of institutional - grade RWAs on Ethereum L2 networks. Today What’s next # Tokenize and list RWAs on Liquidity.io to expand access to the asset class and generate additional revenue for ETHZilla # Generate yield by deploying ETH into the DeFi system and its structural framework # Continue to capitalize on the growth of Ethereum by holding ETH on our balance sheet

# 4 MORE THAN A DIGITAL ASSET TREASURY (DAT), ETHZILLA IS A LEADING FINANCIAL TECHNOLOGY COMPANY POWERED BY ETH Our business model: 2 ETHZilla deploys its ETH to leading DeFi protocols, where it earns differentiated staking yields in excess of typical fixed income returns ETHZilla plans to acquire real - world - assets (RWAs), tokenize them, and sell the respective tokens through Liquidity.io’s regulated alternative digital trading system, generating cash flows ETHZilla holds ETH as the primary asset on its balance sheet and expects the currency to appreciate significantly in value over time 1 3 Buy & Hold ETH Tokenization Engine & Growth of RWAs Deployment for Enhanced Yield Generation

# 5 ETHZILLA’S ALLOCATION STRATEGY Notes: ETH was purchased at an average price of $4,057 as of 11/13/25. (1) Earning rewards by validating and securing one or more blockchain protocols. Past performance is not indicative of future performance. Staking and Liquid Staking yield is subject to fluctuation as result of numerous factors, many of which are outside of our control, including changes in network activity, the total amount of ETH staked, transaction fees, and protocol adjustments. (2) Total ETH & ETH Equivalents Held includes ETH the Company has entered into agreements to purchase. (3) USD Allocation is valued at the CME CF Ether reference rate of $3,405 as of 11/13/25 at 3pm EDT. ETHZ puts ETH to work across protocols, compounding value through yield generation rather than simple price appreciation. USD Allocation 3 ETH Allocation Yield Protocol $44mm 12,875 Protocol 1 Staking / restaking 1 $172mm 50,515 Protocol 2 Staking / restaking 1 $36mm 10,564 Protocol 3 Staking / restaking 1 $68mm 20,075 ETH 2 $320mm 94,030 Total 14% 54% 11% 21% Protocol 1 Protocol 2 Protocol 3 ETH As of November 13, 2025

# 6 ETHZ YIELD STRATEGY SIGNIFICANTLY OUTPERFORMS PEERS 1) Source: Electric Capital as of 11/13/2025 2) Traditional staking refers to the staking of ETH at the Ethereum protocol level, earning only native staking rewards without the use of additional yield - enhancing strategies # 7.5% ETH - denominated yield in Q3, outperforming traditional ETH staking and all major peers # Run rate yield is expected to normalize to 3.5 - 4.5% percent in 4Q until the company is in a position to accretively acquire more ETH, thereby expanding yield # Active, risk - managed deployment across DeFi — not passive exposure 2.8% 7.5% Traditional Staking 2 ETHZ Yield from Active ETH Management 1 ETHZilla doesn’t just hold ETH; we make ETH work harder. ETHZ Yield is 2.7x that of standard ETH staking.

# 7 TOKENIZATION OF REAL - WORLD ASSETS (RWA) Tokenization is moving private and real - world assets on - chain, and we are seeing growing institutional adoption Growth Drivers # Global Financial Institutional adoption is accelerating + BlackRock launched BUIDL tokenized fund + Galaxy Digital launched GalaxyOne + Franklin Templeton developed Benji Technology + JPMorgan developed Kinexys Blockchain # Regulatory Clarity through U.S. GENIUS Act and EU frameworks accelerating institutional adoption and regulation # Efficiency Gains: Instant Settlement, Fractional ownership, programmable yield distribution. # DeFi Integration: Tokenized Real - World Assets on L2s will be real collateral in the ETH Ecosystem

# 8 STABLECOINS ARE DRIVING ON - CHAIN ACTIVITY With $200B+ outstanding and trillions settled annually, we believe the growth of stablecoins reinforces ETH as core financial infrastructure, creating sustained demand and greater liquidity for holders. # Ethereum hosts ~55% of all stablecoins 2 Stablecoin Supply By Chain ($millions) 1 50,000 100,000 150,000 200,000 250,000 300,000 2023 2024 2025 Ethereum Arbitrum Base Tron Avalanche C - Chain Solana BNB Chain (1) Source: Artemis as of 9/25/2025 (2) Source: DeFiLlama Polygon PoS

# 9 ETHEREUM SCALES THROUGH LAYER 2’S Source: Artemis As activity grows on L2 networks like Arbitrum, Optimism, and Base, Ethereum’s role as the settlement layer is reinforced, which is expected to drive demand, deeper liquidity, and greater institutional legitimacy. Stablecoin Transfer Volume ($millions) 250,000 1,250,000 2,250,000 3,250,000 4,250,000 5,250,000 2023 2024 2025 Ethereum Arbitrum Base OP Mainnet Mantle BNB Chain Polygon PoS Stellar Celo Ripple Sui HyperEVM Sei Network TON Kaia Solana Tron Avalanche C - Chain Katana Sonic Aptos

# 10 INVESTMENT IN LIQUIDITY.IO PROVIDES FOUNDATION FOR TOKENIZATION # ETHZilla is purchased 15% of parent company of Liquidity.io at a $100mm valuation # ETHZilla invested $5mm cash & issued $10mm of restricted ETHZ common shares to parent company of Liquidity.io # ETHZilla has exclusive right to list Ethereum L2 Tokens on the Exchange # ETHZilla to take one of three board seats at parent company of Liquidity.io # Right of first refusal (ROFR) to acquire additional equity in future funding rounds Investment Terms Strategic Rationale # Secures exclusive access to a regulated exchange, accelerating ETHZilla's tokenization + compliance strategy and establishing a competitive moat # Enables ETHZilla to leverage Liquidity.io’s ATS to convert future ETHZilla - issued tokenized RWAs into compliant, tradable instruments with both primary and secondary market liquidity. # Compliance distribution engine secured, providing bank - grade KYC/KYB, onboarding, and workflow automation, accelerating onboarding and enterprise adoption.

# 11 ETHZIlla is focused on defensive, acyclical industries that are expected to provide investors exposure to cash yielding assets. Core Verticals MARKET OPPORTUNITY Primary Verticals # Banks # Consumer Lenders # Fund Managers # FinTech Lenders # Aerospace Real - World Assets # Equipment # Commercial Real Estate # Natural Resources Securitized Debt # Government Backed Loans # Auto Loans # Credit Card Loans # Consumer Finance Private Capital # Private Equity # Pre - IPO Equity # Private REITs

# 12 Our Vision EXECUTING TODAY, SCALING FOR TOMORROW # Deployed 257M to ETH L2 protocols # Generated 4.1M in protocol yield # Took a 15% stake in Liquidity.io # Become a leading facilitator of DeFi transactions and asset digitization across Ethereum Layer 2 networks. # Generate superior yield on our ETH asset. # Continue to pursue and evaluate strategic partnerships as a growth lever to advance the Company’s mission and drive long - term shareholder value. ETHZilla is converting protocol yield into the foundation for real - world asset tokenization and long - term equity growth.

FINANCIAL RESULTS

# 14 ETHZILLA BY THE NUMBERS As of 9/30/25 $4.1 M Revenue 70% Treasury Deployment $445 M NAV $8.5 M Adj. EBITDA

# 15 CONSOLIDATED INCOME STATEMENT (NON - GAAP) September 30, September 30, 2024 2025 2024 2025 $ - $ 4,110 $ - $ 4,110 Revenues - - - 4,110 - - - 4,110 Total cost of revenues Gross income 3,472 227,954 596 224,605 Selling, general and administrative expense (3,472) (223,844) (596) (220,494) Operating income (loss) (29) (320) (10.552) (320) Interest expense 1,842 12,156 74 12,143 Other income (1,659) (212,008) (532) (208,671) Income (loss) before income taxes Income tax benefit - (1,659) (212,008) (532) (208,671) Net Income (loss) from Continuing Operations (236) (8,830) (304) (8,071) Net Income (loss) from Discontinued Operations (1,895) (220,838) (837) (216,742) Net Income (loss) (82) 359 (67) 567 Other Comprehensive Income (loss) (1,976) (220,479) (904) (216,175) Total Comprehensive Loss $ (19.59) $ (47.20) $ (5.43) $ (16.80) Basic and Diluted Net Loss per Common Share - Continuing operation $ (2.79) $ (1.97) $ (3.10) $ (0.65) Basic and Diluted Net Loss per Common Share - Discontinured operation 85 4,492 98 12,418 Weighted average Common Stock outstanding – basic 85 4,492 98 12,418 Weighted average Common Stock outstanding – diluted For the nine months ended ETHZILLA CORPORATION CONSOLIDATED STATEMENTS OF OPERATIONS (in thousands, except per share amounts) (unaudited) For the three months ended

# 16 In addition to its reported operating results in accordance with U.S. generally accepted accounting principles (GAAP), ETHZilla has included in this presentation certain financial measures that are considered non - GAAP financial measures, including the following: • Adjusted EBITDA • Adjusted net income Although we believe that net income or loss, as determined in accordance with U.S. Generally Accepted Accounting Principles (GAAP), is the most appropriate earnings measure, we use EBITDA and Adjusted EBITDA as key profitability measures to assess the performance of our business. We believe these measures help illustrate underlying trends in our business and we use these measures to establish budgets and operational goals, and communicate internally and externally, in managing our business and evaluating its performance. We also believe these measures help investors compare our operating performance with its results in prior periods in a way that is consistent with how management evaluates such performance. EBITDA is a non - GAAP profitability measure that represents net income or loss for the period before the impact of the interest expense, income tax expense (benefit) and depreciation and amortization of property, plant and equipment and intangible assets . EBITDA eliminates potential differences in performance caused by variations in capital structures (affecting financing expenses), the cost and age of tangible assets (affecting relative depreciation expense) and the extent to which intangible assets are identifiable (affecting relative amortization expense) . Adjusted EBITDA is a non - GAAP profitability measure that represents EBITDA before certain items that are considered to hinder comparison of the performance of our businesses on a period - over - period basis or with other businesses. During the periods presented, we exclude from Adjusted EBITDA certain costs that are required to be expensed in accordance with GAAP, including non - cash stock - based compensation, business development and integration expenses, offering costs, non - cash adjustments to the fair value of earnout consideration, and non - cash adjustments to the fair value of outstanding warrants. Our management believes that the inclusion of supplementary adjustments to EBITDA applied in presenting Adjusted EBITDA are appropriate to provide additional information to investors about certain material non - cash items and about unusual items that we do not expect to continue at the same level in the future. Each of the profitability measures described below are not recognized under GAAP and do not purport to be an alternative to net income or loss determined in accordance with GAAP as a measure of our performance. Such measures have limitations as analytical tools, and should not be considered in isolation or as substitutes for our results as reported under GAAP. EBITDA and Adjusted EBITDA exclude items that can have a significant effect on our profit or loss and should, therefore, be used only in conjunction with our GAAP profit or loss for the period. Our management compensates for the limitations of using non - GAAP financial measures by using them to supplement GAAP results to provide a more complete understanding of the factors and trends affecting the business than GAAP results alone. Because not all companies use identical calculations, these measures may not be comparable to other similarly titled measures of other companies. EBITDA and Adjusted EBITDA are unaudited, and have limitations as analytical tools, and you should not consider them in isolation, or as a substitute for analysis of our operating results as reported under GAAP. Some of these limitations are: EBITDA and Adjusted EBITDA do not reflect cash expenditures, or future or contractual commitments; EBITDA and Adjusted EBITDA do not reflect changes in, or cash requirements for, capital expenditures or working capital needs; EBITDA and Adjusted EBITDA do not reflect the significant interest expense, or the cash requirements necessary to service interest or principal payments, on debt or cash income tax payments; although depreciation and amortization are noncash charges, the assets being depreciated and amortized will often have to be replaced in the future, and EBITDA and Adjusted EBITDA do not reflect any cash requirements for such replacements. In addition, other companies in this industry may calculate EBITDA and Adjusted EBITDA differently than the Company does, limiting its usefulness as a comparative measure. The Company’s presentation of these measures should not be construed as an inference that future results will be unaffected by unusual or nonrecurring items. We compensate for these limitations by providing a reconciliation of each of these non - GAAP measures to the most comparable GAAP measure. We encourage investors and others to review our business, results of operations, and financial information in their entirety, not to rely on any single financial measure, and to view these non - GAAP measures in conjunction with the most directly comparable GAAP financial measure. For more information on these non - GAAP financial measures, please see the below reconciliation of these non - GAAP financial measures to their GAAP counterparts, below under “Unaudited Reconciliation of EBIDTA and Adjusted EBITDA to Net loss”, at the end of this release. NON - GAAP FINANCIAL MEASURES AND RECONCILIATIONS

# 17 NON - GAAP FINANCIAL MEASURES AND RECONCILIATIONS (in thousands) 2024 2025 2024 2025 $ (1,659) $ (212,008) $ (532) $ (208,671) Net income (loss) from continuing operations - - - - Income tax benefit - - - - Depreciation and amortization 29 320 11 320 Interest expense (1,630) (211,688) (522) (208,351) EBITDA 275 208,923 16 208,241 Stock - based compensation (1) - - - - Business development & integration expenses (2) - 8,575 - 8,575 Offering costs (3) - - - - Loss on disposal and non - cash impairment charges (4) $ (1,355) $ 5,810 $ (505) $ 8,466 Adjusted EBITDA (1) non - cash stock - based compensation expense associated with employee and non - employee equity awards (2) expenses related to integration costs for completed acquisitions and expenses related to potential acquisition targets and additional business lines (3) one - time costs for professional service fees related to the preparation for potential offerings that have been expensed during the period (4) non - recurring or one time charges For the three months ended September 30, For the nine ended September 30,

# 18 DISCIPLINED CAPITAL ALLOCATION DRIVING SHAREHOLDER VALUE Deploying ETH to generate on - chain cash flows Building the RWA tokenization platform Returning capital via share repurchases $257M deployed across EtherFi and Puffer to generate recurring on - chain cash flows and support expansion of tokenization infrastructure. $15M strategic investment for 15% stake in Liquidity.io to integrate ETHZilla infrastructure with a regulated broker - dealer to enable compliant RWA trading on - chain. Sold ~$37M of ETH to repurchase ~1.45M shares in the open market under the $250M buyback program.

# 19 FOURTH QUARTER OUTLOOK # The Company expects revenue - generating RWAs on chain in the coming weeks. # The Company anticipates positive adjusted EBITDA in the fourth quarter. # L 2 protocol yield is expected to range between 3 . 5 % and 4 . 5 % in the fourth quarter, supported by continued deployment across leading restaking protocols . # The Company plans to continue opportunistically repurchasing shares below NAV, using the remaining proceeds of its ETH sale when accretive, under its existing board authorized $ 250 million stock repurchase program .

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