ETHZilla Corp

If the Company cannot issue shares of common stock in direct settlement of installment amounts under the Convertible Notes because of the Exchange Cap, and the Company does not otherwise have sufficient available cash to meet such obligations, the Company may seek to raise additional capital through the issuance of shares of common stock or preferred stock, which issuances may be at prices more dilutive to stockholders than the terms permitting conversion of installment amounts into shares under the Convertible Notes and may result in additional transaction expenses. To the extent that the Company engages in such transactions to raise additional capital, the current stockholders could be substantially diluted.