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

Exhibit 99.1

ETHZilla Plans to Deploy $100 Million in ETH to EtherFi for Restaking Initiatives

Partnership marks ETHZilla’s first engagement with DeFi protocols

Company has accumulated 102,246 ETH at an average acquisition price of $3,948.72, valued at approximately $456 million

Palm Beach, FL – September 2, 2025 – ETHZilla Corporation (Nasdaq: ETHZ), (the “Company” or “ETHZilla”), today announced its plans to deploy into the decentralized finance (DeFi) ecosystem approximately $100 million of Ether (“ETH”) to EtherFi, a liquid restaking protocol, pursuant to which the Company expects to generate higher yields on its treasury holdings.

“Our partnership with EtherFi represents a strategic evolution in our treasury management approach,” said McAndrew Rudisill, Executive Chairman of the Company. “By deploying $100 million into liquid restaking, we’re reinforcing Ethereum’s security while unlocking incremental yield opportunities to enhance returns on our treasury holdings. Partnering with EtherFi marks a pivotal step in our engagement with DeFi, aligning innovation with prudent asset stewardship.”

EtherFi was selected for its ability to deliver incremental yield beyond standard ETH staking through restaking, while simultaneously reinforcing Ethereum’s security. This initiative underscores ETHZilla’s commitment to innovation in treasury asset management and represents ETHZilla’s first integration with DeFi protocols in treasury management, with additional integrations expected in the future.

“We are incredibly excited by ETHZilla’s pioneering approach to how treasury companies can strategically optimize their holdings,” said Mike Silagadze, Founder and CEO of EtherFi. “Their commitment highlights the growing institutional confidence in decentralized protocols and showcases a truly unique method to bridging traditional finance with the innovative power of the Ethereum ecosystem. We are proud to work with ETHZilla to demonstrate the significant value that liquid restaking can bring to forward-thinking treasuries.”

ETH Accumulation 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.

Weekly ETH and Capital Summary

Units of ETH (K)	8/17/2025		8/24/2025		8/31/2025
Beginning Balance		82.2		94.7		102.2
ETH Acquired(1)		12.5		7.6		0.0
Ending Balance		94.7		102.2		102.2
Avg ETH Purchase Price	$	3,902	$	3,949	$	3,949
ATM Shares Issued (m)		1.7		3.3		2.4
ATM Net Proceeds ($m)	$	12.8	$	20.9	$	7.3

⁽¹⁾

ETH Acquired includes ETH the Company has committed to purchase.

The Company will continue to provide updates to its treasury and on-chain yield generation strategies, through press releases and regulatory filings as available.

In parallel with today’s announcement, on August 28, 2025, ETHZilla completed the cancellation of 1,318,000 previously outstanding shares of common stock held by Elray Resources, Inc., in consideration for an aggregate of $1,000,000, which were subject to a settlement agreement as previously announced.

About ETHZilla

ETHZilla is developing an accumulation vehicle for Ether (ETH), the native digital asset of Ethereum, that aims to become a benchmark for on-chain treasury management among public companies. This strategy will be built for the community, by the community.

Through its partnership with Electric Capital, ETHZilla’s treasury strategy aims to pursue a differentiated yield generation program meant to outperform traditional ETH staking. The Company is supported by an executive team and DeFi Council that unites capital markets experts, prominent Ethereum engineers, top-tier DeFi founders, infrastructure pioneers and other ecosystem heavyweights.

The Company, originally formed as an innovative biotechnology company, has also been evolving its business towards software enabled gaming and entertainment. In addition to its ETH treasury strategy as discussed above, and its plans to monetize its existing legacy biotech assets, the Company continues to maintain the deployment and development of its gaming initiatives.

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 prior private placements and related transactions, the amount, timing, and sources of funding for its previously announced 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, 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 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 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 or the validity or enforceability of the intellectual property of the Company; risks relating to iGaming operations; 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 Contact:
Prosek Partners
[email protected]

Investor Contact:
Prosek Partners
[email protected]

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