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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): September 15, 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 15, 2025, ETHZilla Corporation (the “Company”) issued a press release providing an update on its stock repurchase program, business strategy, and ETH accumulation, a copy of which is furnished hereto as Exhibit 99.1, which is incorporated by reference into this Item 7.01 in its entirety.

 

The information in this Item 7.01 of this Current Report on Form 8-K, including the information contained in Exhibit 99.1 is being furnished to the U.S. Securities and Exchange Commission, and shall not be deemed to be “filed” for the purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section, and shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by a specific reference in such filing.

 

Item 8.01 Other Events.

 

Stock Repurchase Program

 

On August 22, 2025, the Board of Directors of the Company authorized and approved a stock repurchase program for up to $250.0 million of the currently outstanding shares of the Company’s common stock. Subject to any future extension in the discretion of the Board of Directors of the Company, the repurchase program is scheduled to expire upon the earliest of (i) June 30, 2026, (ii) when a maximum of $250.0 million of the Company’s common stock has been repurchased, or (iii) when such program is discontinued by the Board of Directors.

 

From September 5, 2025 to September 12, 2025, the Company repurchased an aggregate of approximately 3.75 million shares of common stock at an average price of $2.50 per share, which have been cancelled and/or in the process of being cancelled.

 

ETH Accumulation Status Update

 

A summary of ETHZilla’s current ETH position and key metrics as of September 12, 2025:

 

  Total ETH & ETH Equivalents Held: 102,255

 

  Total ETH & ETH Equivalents Held (USD): approximately $460 million

 

  Total USD Cash Equivalents: approximately: $228 million

 

  Total Earned Protocol Tokens: 1,500,000
     
  Total Shares Outstanding: 160,676,122

 

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Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit No.   Description of Exhibit
99.1*   Press Release dated September 15, 2025
104   Cover Page Interactive Data File (embedded within the Inline XBRL documents).

 

* Furnished herewith.

 

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, the amount and timing of stock repurchases under the repurchase program. These statements are neither promises nor guarantees, but involve known and unknown risks, uncertainties and other important factors that may cause actual results, performance, or achievements to be materially different from any future results, performance, or achievements expressed or implied by the forward-looking statements, including, but not limited to, risks relating to the fact that common share repurchases may not be conducted in the timeframe or in the manner the Company expects, or at all. The Company undertakes no obligation to publicly update or revise any of the forward-looking statements, whether because of new information, future events or otherwise, made in the release or presentation or in any of its Securities and Exchange Commission (SEC) filings or public disclosures, except as provided by law. Consequently, you should not consider any such list to be a complete set of all potential risks and uncertainties. More information on potential factors that could affect the Company’s financial results is included from time to time in the “Forward-Looking Statements,” “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of the Company’s periodic and current filings with the SEC, including Form 10-Qs, Form 10-Ks and Form 8-Ks, filed with the SEC and available at www.sec.gov. Forward-looking statements speak only as of the date they are made.

 

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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: September 15, 2025

 

  ETHZilla Corporation
   
  By:  /s/ McAndrew Rudisill
    Name:  McAndrew Rudisill
    Title: Chief Executive Officer

 

 

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Exhibit 99.1

 

 

ETHZilla Announces Initial ETH Yield Allocation & Additional Stock Repurchases

 

Company repurchased a total of approximately 6.0 million shares this month at an average price
of $2.50 per share

 

Executing on deployment of ETH into L2 protocols

 

Palm Beach, FL – September 15, 2025 – ETHZilla Corporation (Nasdaq: ETHZ), (the “Company” or “ETHZilla”), today announced it now has total holdings of 102,255 Ether (“ETH”) & ETH Equivalents at an average acquisition price of $3,948.72, which is now valued at approximately $460 million. In addition to the ETH & ETH Equivalents, ETHZilla holds approximately $228 million in USD cash equivalents.

 

Update on Stock Repurchase Program

 

ETHZilla announced last week that it has entered into an over-the counter (“OTC”) transaction with Cumberland DRW to obtain up to $80 million, collateralized by a portion of the Company’s holdings of ETH, and expects to use the net proceeds from this transaction to fund repurchases of common stock under the Company’s previously announced $250 million stock repurchase program. ETHZilla drew $50 million of proceeds from the facility on September 8, 2025 and continued to execute on the stock repurchase program in the open market throughout the week when the stock was below NAV.

 

The Company repurchased approximately 4.0 million shares at an average price of $2.50, reducing shares outstanding by 2.3% this week. This brings the total repurchased shares in the month of September to approximately 6.0 million shares.

 

“We continue to view repurchasing shares as opportunistic and an accretive use of capital.” said McAndrew Rudisill, the Company’s Chairman and Chief Executive Officer. “We believe our continued execution of this share repurchase plan underscores our commitment to creating long-term, sustainable value for our shareholders.”

 

Update on ETH Deployment into L2 Protocols

 

ETHZilla is building a diversified mix of Layer 2 Ethereum protocols that generate meaningful ETH yield. The Company plans to deploy most of its ETH across various staking protocols with the goal of generating compounded growth, increasing NAV and the ETH backing each share. ETHZilla minted its first EtherFi ETH this week and is actively working on adding an additional L2 protocol to the yield generation portfolio. Beyond implementing Ethereum-oriented DeFi protocols, the Company focuses on bringing Real World Assets on-chain to provide stablecoin and tokenized cash flow opportunities to shareholders—which have historically been accessible only at an institutional scale. ETHZilla leverages the Ethereum network to develop a cash flow foundation for equity holders and establish a recurring revenue business model similar to transaction technology companies with high-margin, transaction-focused operations and strong fixed operating leverage.

 

 

 

 

ETH Accumulation Update

 

A summary of ETHZilla’s current ETH position and key metrics as of September 12, 2025:

 

Total ETH & ETH Equivalents Held: 102,255 

 

Total ETH & ETH Equivalents Held (USD): approximately $460 million

 

Total USD Cash Equivalents: approximately $228 million

 

Total Earned Protocol Tokens: 1,500,000

 

Total Shares Outstanding: 160,676,122

 

   Total ETH Units   Total Units   Acquisition Price   Total Value 
ETH   44,437    -   $3,948.72   $202,000,000 
Protocol 1 Staking/Restaking   12,818    -   $3,948.72   $58,000,000 
Protocol 2 Staking/Restaking   45,000    -   $3,948.72   $200,189,009 
Earned Protocol Tokens   -    1,500,000   $-   $2,166,000 
Cash on Hand   -    -   $-   $228,000,000 
Total Units   102,255    1,500,000        $690,355,009 

 

As discussed above, ETHZilla continues to actively deploy capital across the Ethereum ecosystem, strategically supporting a diverse range of protocols that drive innovation, long-term network growth, and differentiated yield.

 

Weekly ETH and Capital Summary

 

Units of ETH (K)  8/24/2025   8/31/2025   9/5/2025   9/12/2025 
Beginning Balance   94.7    102.2    102.2    102.2 
ETH Acquired   7.6    0.0    0.0    0.0 
Ending Balance   102.2    102.2    102.2    102.3 
Avg ETH Purchase Price  $3,949   $3,949   $3,949   $3,949 
ATM Shares Issued (m)   3.3    2.4    -    - 
ATM Net Proceeds ($m)  $20.9   $7.3   $-   $- 

 

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

 

About ETHZilla

 

ETHZilla Corporation is a technology company in the decentralized finance 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. We believe that ETHZilla 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.

 

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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, recent OTC transaction, 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 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 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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