ETHZilla Corporation filed SEC Form 8-K: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Regulation FD Disclosure, Financial Statements and Exhibits
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Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On February 11, 2026, the board of directors (the “Board”) of ETHZilla Corporation (the “Company”) adopted, by unanimous written consent, the Fourth Amended and Restated Bylaws of the Company (the “Amended and Restated Bylaws”), which became effective as of such date. The Amended and Restated Bylaws, among other things, enhance and clarify certain procedural and disclosure requirements related to stockholder nominations of directors and submissions of proposals regarding other business at annual or special meetings of stockholders, including with respect to the information about any such stockholders and their affiliates required to be disclosed to the Company, the number of nominees that stockholders may nominate for election, and certain other updates in light of the “universal proxy” rules adopted by the Securities and Exchange Commission (the “SEC”) pursuant to Rule 14a-19 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Amended and Restated Bylaws also expand the Board’s authority to postpone, cancel, or reschedule stockholder meetings and include a new federal forum selection provision for claims made under the Securities Act of 1933, as amended (the “Securities Act”) (with stockholders deemed to consent thereto), and other technical, clarifying and conforming changes, including updates to conform to the Delaware General Corporation Law.
The foregoing summary of the Amended and Restated Bylaws does not purport to be complete and is qualified in its entirety by reference to the full text of the Amended and Restated Bylaws, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K (this “Current Report”) and is incorporated in this Item 5.03 by reference.
Item 7.01 Regulation FD Disclosure.
On February 12, 2026, the Company issued a press release announcing that its subsidiary, ETHZilla Aerospace LLC, has launched the Eurus Aero Token I (the “Tokens”), a tokenized real-world asset instrument, enabling investors to gain exposure to aircraft engines on lease with a leading US air carrier through tradable digital tokens representing contractual revenue rights. The Tokens, which are available exclusively through the Liquidity.io ecosystem, are designed to provide accredited investors with direct exposure to contracted, asset-backed cash flows generated by leased commercial jet engines. The maximum amount of the offering is intended to be approximately $11.9 million.
The press release is furnished as Exhibit 99.1 to this Current Report and incorporated into this Item 7.01 by reference. The information in this Item 7.01, including Exhibit 99.1 attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act, except as expressly set forth by specific reference in such filing.
This Current Report and the information contained herein is for informational purposes only and is not a solicitation of an offer to buy or exchange any securities, or any commodity or instrument or related derivative, nor shall there be any sale of any such securities in any state or jurisdiction in which such offer, solicitation, sale or exchange would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of the Securities Act or an exemption therefrom. Investors should consult with their counsel as to the applicable requirements for a purchaser to avail itself of any exemption under the Securities Act.
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Forward-Looking Statements
This Current Report and the press release attached as Exhibit 99.1 to this Current Report 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. 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 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.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit Number |
Description of Exhibit | |
| 3.1 | Fourth Amended and Restated Bylaws of ETHZilla Corporation, effective as of February 11, 2026 | |
| 99.1 | Press Release dated February 12, 2026 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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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: February 12, 2026
| ETHZilla Corporation | |||
| By: | /s/ McAndrew Rudisill | ||
| Name: | McAndrew Rudisill | ||
| Title: | Chief Executive Officer | ||
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