The following exhibits are filed herewith or incorporated by reference herein:
| Incorporated by Reference |
|---|
| Exhibit Number · Description of Exhibit · Filed/ Furnished Herewith · Form · Exhibit · Filing Date/Period End Date · File Number |
|---|
| 1.1 | Sales Agreement, dated August 13, 2025, by and between 180 Life Sciences Corp. and Clear Street LLC | 8-K | 1.1 | 8/13/2025 | 001-38105 |
| 1.2 | Amended and Restated Sales Agreement, dated August 22, 2025, by and between ETHZilla Corporation and Clear Street LLC | 8-K | 1.1 | 8/22/2025 | 001-38105 |
| 3.1 | Certificate of Amendment of Second Amended and Restated Certificate of Incorporation of 180 Life Sciences Corp., filed with the Secretary of State of Delaware on July 24, 2025 (increasing authorized shares of common stock to 1,000,000,000 shares) | 8-K | 3.1 | 7/24/2025 | 001-38105 |
| 3.2 | Certificate of Amendment to the Second Amended and Restated Certificate of Incorporation of 180 Life Sciences Corp. as filed with the Secretary of State of Delaware on August 12, 2025, and effective on August 18, 2025 (Name change to ETHZilla Corporation) | 8-K | 3.1 | 8/13/2025 | 001-38105 |
| 3.3 | Certificate of Amendment of Second Amended and Restated Certificate of Incorporation for ETHZilla Corporation increasing the Company’s Authorized Number of Shares of Common Stock From One Billion (1,000,000,000) to Five Billion (5,000,000,000), as filed with the Secretary of State of Delaware on October 8, 2025 | 8-K | 3.1 | 10/8/2025 | 001-38105 |
| 3.4 | Certificate of Amendment of Second Amended and Restated Certificate of Incorporation of ETHZilla Corporation, filed with the Secretary of State of Delaware on October 14, 2025 (affecting a 1-for-10 Reverse Stock Split) | 8-K | 3.1 | 10/15/2025 | 001-38105 |
| 3.5 | Third Amended and Restated Bylaws of ETHZilla Corporation effective August 18, 2025 | 8-K | 3.2 | 8/13/2025 | 001-38105 |
| 4.1 | Form of Pre-Funded Warrant to Purchase Common Stock of 180 Life Sciences Corp. | 8-K | 4.1 | 7/30/2025 | 001-38105 |
| 4.2 | Form of Strategic Advisor Warrant to Purchase Common Stock of 180 Life Sciences Corp. | 8-K | 4.2 | 8/5/2025 | 001-38105 |
| 4.3 | Amendment, dated as of July 28, 2025, to the Securities Purchase Agreement, dated as of February 19, 2021, between 180 Life Sciences Corp. and the purchasers set forth therein | 8-K | 4.3 | 7/30/2025 | 001-38105 |
| 4.4 | Amendment, dated as of July 28, 2025, to the Securities Purchase Agreement, dated as of August 19, 2021, between 180 Life Sciences Corp. and the purchasers set forth therein | 8-K | 4.4 | 7/30/2025 | 001-38105 |
| 4.5 | Form of Subsequent Strategic Advisor Warrant to Purchase Common Stock of 180 Life Sciences Corp. | 8-K | 4.1 | 8/11/2025 | 001-38105 |
| Form of Convertible Debenture dated August 8, 2025 | 8-K | 4.2 | 8/11/2025 | 001-38105 |
| 4.7 | Form of Convertible Debenture dated September 23, 2025 | 8-K/A | 4.1 | 9/25/2025 | 001-38105 |
| 10.1# | First Amendment to Executive Consulting Agreement entered into on July 12, 2025 and effective July 31, 2025, by and between 180 Life Sciences Corp., Eric Van Lent and EVL Consulting, LLC | 8-K | 10.5 | 7/14/2025 | 001-38105 |
| 10.2# | Fourth Amendment to 180 Life Sciences Corp. 2022 Omnibus Incentive Plan | 8-K | 10.1 | 7/24/2025 | 001-38105 |
| 10.3# | Fourth Amended and Restated 180 Life Sciences Corp. 2022 Omnibus Incentive Plan | 8-K | 10.2 | 7/24/2025 | 001-38105 |
| 10.4# | 180 Life Sciences Corp. 2025 Option Incentive Plan | 8-K | 10.2 | 6/18/2025 | 001-38105 |
| 10.5£ | Form of Securities Purchase Agreement, dated as of July 29, 2025, between 180 Life Sciences Corp. and the purchasers set forth therein | 8-K | 10.5 | 8/5/2025 | 001-38105 |
| 10.6 | Form of Registration Rights Agreement, dated as of August 4, 2025, between 180 Life Sciences Corp. and the other parties thereto | 8-K | 10.6 | 8/5/2025 | 001-38105 |
| 10.7 | Form of Strategic Advisor Agreement, dated as of July 29, 2025, between 180 Life Sciences Corp. and the other parties thereto | 8-K | 10.7 | 8/5/2025 | 001-38105 |
| 10.8£ | Form of Secured Convertible Debenture Purchase Agreement, dated as of August 8 2025 by and between the Company and the investor thereto | 8-K | 10.1 | 8/11/2025 | 001-38105 |
| 10.9# | 180 Life Sciences Corp. 2025 Supplemental Option Incentive Plan | 8-K | 10.4 | 7/30/2025 | 001-38105 |
| 10.10# | 2025 Supplemental Option Incentive Plan – Form of Stock Option Agreement (July 2025 Awards) | 8-K | 10.5 | 7/30/2025 | 001-38105 |
| 10.11# | First Amendment to Amended and Restated Executive Consulting Agreement dated July 29, 2025, by and between 180 Life Sciences Corp., Blair Jordan and Blair Jordan Strategy and Finance Consulting Inc. | 8-K | 10.6 | 7/30/2025 | 001-38105 |
| 10.12# | Offer Letter dated July 21, 2025, between 180 Life Sciences Corp. and McAndrew Rudisill | 8-K | 10.1 | 7/30/2025 | 001-38105 |
| 10.13£ | Asset Management Agreement, dated as of August 4, 2025, between 180 Life Sciences Corp. and Electric Treasury Edge, LLC | 8-K | 4.2 | 8/5/2025 | 001-38105 |
| 10.14# | Offer Letter effective August 4, 2025, between 180 Life Sciences Corp. and Crystal Heter | 8-K | 10.2 | 8/5/2025 | 001-38105 |
| 10.15# | Offer Letter effective August 4, 2025, between 180 Life Sciences Corp. and Andrew Suckling | 8-K | 10.3 | 8/5/2025 | 001-38105 |
| 10.16£ | Form of Secured Convertible Debenture Purchase Agreement, dated as of August 8 2025 by and between the Company and the investor thereto | 8-K | 10.1 | 8/11/2025 | 001-38105 |
| 10.17£ | Form of Registration Rights Agreement dated August 8, 2025 | 8-K | 10.2 | 8/11/2025 | 001-38105 |
| 10.18£ | Form of Pledge and Security Agreement dated August 8,2025 | 8-K | 10.3 | 8/11/2025 | 001-38105 |
| 10.19£ | Form of Guaranty dated August 8, 2025 | | 8-K | 10.4 | 8/11/2025 | 001-38105 |
| 10.20# | Form of 180 Life Sciences Corp. 2025 Second Supplemental Option Incentive Plan | | 8-K | 10.6 | 8/11/2025 | 001-38105 |
| 10.21# | 2025 Second Supplemental Option Incentive Plan – Form of Stock Option Agreement (August 2025 Awards) | | 8-K | 10.7 | 8/11/2025 | 001-38105 |
| 10.22# | Separation and Release Agreement dated September 4, 2025, by and between ETHZilla Corporation, Blair Jordan and Blair Jordan Strategy and Finance Consulting, Inc. | | 8-K | 10.1 | 9/5/2025 | 001-38105 |
| 10.23£ | Amended and Restated Asset Management Agreement, dated as of September 5, 2025, between ETHZilla Corporation and Electric Treasury Edge, LLC | | 8-K | 10.1 | 9/8/2025 | 001-38105 |
| 10.24£ | Physically-Settled Spot and Forward Transaction Agreement between Cumberland DRW LLC and 180 SPV Treasury Vehicle I LLC | | 8-K | 10.2 | 9/8/2025 | 001-38105 |
| 10.25# | Consulting Agreement dated September 15, 2025, between ETHZilla Corporation and Stephen Shoemaker | | 8-K | 10.1 | 9/19/2025 | 001-38105 |
| 10.26# | First Amendment to Option Agreement dated September 15, 2025, between ETHZilla Corporation and Stephen Shoemaker | | 8-K | 10.2 | 9/19/2025 | 001-38105 |
| 10.27# | Executive Employment Agreement dated September 15, 2025, between ETHZilla Corporation and McAndrew Rudisill | | 8-K | 10.3 | 9/19/2025 | 001-38105 |
| 10.28£ | Form of Amendment and Waiver Agreement dated September 22, 2025 | | 8-K | 10.2 | 9/22/2025 | 001-38105 |
| 10.29# | ETHZilla Corporation 2025 Omnibus Incentive Plan | | 8-K | 10.7 | 10/8/2025 | 001-38105 |
| 10.30 | Purchase and Subscription Agreement dated October 22, 2025, by and among ETHZilla Corporation and Satschel, Inc. | | 8-K | 2.1 | 10/23/25 | 001-38105 |
| 10.32*# | Form of Notice of Restricted Stock Grant and Restricted Stock Agreement (November 2025 Grants) | X | |
| 10.33*# | Offer Letter between John Saunders and ETHZilla Corporation dated August 1, 2025 | | 8-K | 10.1 | 11/14/25 | 001-38105 |
| 10.34* | Amended and Restated Sales Agreement, dated November 14, 2025, by and between ETHZilla Corporation and Clear Street LLC and TCBI Securities, Inc., d/b/a Texas Capital Securities | X | |
| 31.1* | Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act | X | |
| 31.2* | Certification of Principal Accounting Officer pursuant to Section 302 of the Sarbanes-Oxley Act | X | |
| 32.1** | Certification of Principal Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act | X | |
| 32.2** | Certification of Principal Accounting Officer Pursuant to Section 906 of the Sarbanes-Oxley Act | X | |
| 101.INS* | Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document* | X | |
| 101.SCH* | Inline XBRL Taxonomy Extension Schema Document | X | |
| 101.CAL* | Inline XBRL Taxonomy Extension Calculation Linkbase Document | X | |
| 101.DEF* | Inline XBRL Taxonomy Extension Definition Linkbase Document | X | |
| 101.LAB* | Inline XBRL Taxonomy Extension Label Linkbase Document | X | |
| 101.PRE* | Inline XBRL Taxonomy Extension Presentation Linkbase Document | X | |
| 104* | Inline XBRL for the cover page of this Quarterly Report on Form 10-Q, included in the Exhibit 101 Inline XBRL Document Set | X | |
| £ | Certain schedules and exhibits have been omitted pursuant to Item 601(b)(2)(ii) of Regulation S-K. A copy of any omitted schedule or Exhibit will be furnished supplementally to the Securities and Exchange Commission upon request; provided, however that ETHZilla Corporation. may request confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended, for any schedule or Exhibit so furnished. |
| # | Indicates management contract or compensatory plan or arrangement. |
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| ETHZILLA CORPORATION | |
| Date: November 14, 2025 | By: | /s/ McAndrew Rudisill |
|---|
| McAndrew Rudisill |
| Chief Executive Officer |
| (Principal Executive Officer) |
| Date: November 14, 2025 | By: | /s/ Eric R. Van Lent |
|---|
| Eric R. Van Lent |
| Chief Accounting Officer |
| (Principal Financial and Accounting Officer) |