ETHZilla Corporation filed SEC Form 8-K: Regulation FD Disclosure, Other Events, Financial Statements and Exhibits
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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.
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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.
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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 2, 2025
| ETHZilla Corporation | |||
| By: | /s/ McAndrew Rudisill | ||
| Name: | McAndrew Rudisill | ||
| Title: | Executive Chairman | ||
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