ETHZilla Corp
For the period ended Sep 30, 2025. Filed Nov 14, 2025.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Sep 30, 2025 · Filed Nov 14, 2025
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Unregistered Sales of Equity Securities and Use of Proceeds
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Recent Sales of Unregistered Securities
There have been no sales of unregistered securities during the quarter ended September 30, 2025 which have not previously been reported in a Current Report on Form 8-K, except:
On August 11, 2025, a holder of warrants to purchase 175 shares of common stock of the Company, with an exercise price of $26.50 per share, exercised such warrants for cash.
On August 11, 2025, a holder of warrants to purchase 10,000 shares of common stock of the Company, with an exercise price of $22.80 per share, exercised such warrants for cash.
The exercise of the warrants was exempt from registration pursuant to Section 4(a)(2) of the Securities Act, since the foregoing did not involve a public offering and the holders were accredited investors. The resale of the shares of common stock issuable upon exercise of the warrants discussed above have been registered under the Securities Act.
Purchases of Equity Securities by the Issuer and Affiliated Purchasers
The following table sets forth share repurchase activity for the respective periods:
| Total Number · Approximate | ||||
|---|---|---|---|---|
| of Shares · Dollar Value of | ||||
| Purchased as · Shares that | ||||
| Part of · May Yet Be | ||||
| Publicly · Purchased | ||||
| Total Number | Average | Announced | Under the | |
| of Shares | Price Paid Per | Plans or | Plans or | |
| Period | Purchased | Share | Programs(1) | Programs(1) |
| July 1 –July 31, 2025 | — | $— | — | $— |
| August 1 – August 31, 2025 | — | $— | — | $250,000,000 |
| September 1 - September 30, 2025 | 739,050 | $55.46 | 739,050 | $233,930,552 |
| Total | 739,050 | $55.46 | 739,050 | 233,930,552 |
| (1) | 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. Under the stock repurchase program, shares may be repurchased from time to time in the open market or through negotiated transactions at prevailing market rates, or by other means in accordance with federal securities laws. Repurchases will be made at management’s discretion at prices management considers to be attractive and in the best interests of both the Company and its stockholders, subject to the availability of stock, general market conditions, the trading price of the stock, alternative uses for capital, and the Company’s financial performance. Open market purchases are expected to be conducted in accordance with the limitations set forth in Rule 10b-18 of the Exchange Act and other applicable laws and regulations. Repurchases may also be made under a Rule 10b5-1 plan, which would permit shares to be repurchased when the Company might otherwise be precluded from doing so under insider trading laws. |
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