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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

 

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

 

Date of Report (Date of earliest event reported):  December 1, 2025

 

ETHZilla Corporation

(Exact Name of Registrant as Specified in Charter)

 

Delaware   001-38105   90-1890354
(State or Other Jurisdiction
of Incorporation)
  (Commission File Number)   (IRS Employer
Identification No.)

 

2875 South Ocean Blvd, Suite 200
Palm Beach, FL
  33480
(Address of Principal Executive Offices)   (Zip Code)

 

Registrant’s telephone number, including area code: (650) 507-0669

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e 4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading Symbol(s)   Name of each exchange on which registered
Common Stock, par value $0.0001 per share   ETHZ   The NASDAQ Stock Market LLC

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company ☐

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

 


 

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

As previously disclosed in the Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 14, 2025, ETHZilla Corporation (the “Company”) granted shares of restricted common stock of the Company, par value $0.0001 per share (“Common Stock”) to Mr. McAndrew Rudisill, the Company’s Chairman and Chief Executive Officer (“CEO”), and to each director of the Company (the “Directors”) on November 12, 2025, pursuant to the terms of the 2025 Omnibus Incentive Plan, approved by the Company’s stockholders at a Special Meeting held on October 7, 2025 (the “Awards”).

 

Following the disclosure of the Awards, the Company received feedback from stockholders expressing concerns regarding the structure of certain of the Awards. The Board of Directors and the Compensation Committee carefully considered this shareholder feedback, together with other relevant factors, and determined to revisit certain equity compensation awards made on November 12, 2025 as specified below.

 

On December 1, 2025, upon the recommendation of the Compensation Committee, the Board of Directors approved the rescission and cancellation, in their entirety and effective immediately, of the shares of restricted Common Stock previously granted to the CEO and each Director on November 12, 2025. In addition, on December 1, 2025, the CEO and each Director entered into a Restricted Stock Award Rescission Agreement (each a “Rescission Agreement”) with the Company pursuant to which each of them acknowledged and agreed to the rescission and cancellation of the Awards. No consideration was paid in connection with these rescissions, and all such awards have been cancelled. The Company expects that the CEO and each Director will file an updated Form 4 pursuant to Section 16 of the Securities Exchange Act of 1934, as amended. The previously disclosed grant made to John Saunders, who was appointed as Chief Financial Officer of the Company on November 12, 2025 is unaffected.

 

The Compensation Committee and the Board of Directors will continue to consider appropriate equity compensation awards for the CEO and the Company’s Directors.

 

Item 9.01 Financial Statements and Exhibits

 

Exhibit No.   Description
10.1*   Form of Rescission Agreement
104   Inline XBRL for the cover page of this Current Report on Form 8-K

 

* Filed herewith.

 

1


 

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: December 1, 2025

 

  ETHZilla Corporation
   
  By:  /s/ McAndrew Rudisill
    Name:  McAndrew Rudisill
    Title: Chief Executive Officer

 

 

2

 

 

EX-10.1 2 ea026790901ex10-1_ethzilla.htm FORM OF RESCISSION AGREEMENT

Exhibit 10.1

 

Restricted Stock Award Rescission Agreement

 

This Restricted Stock Award Rescission Agreement (this “Agreement”) is made and entered into on December [  ], 2025, by and between the undersigned grantee (“Holder”), and ETHZilla Corporation, a Delaware corporation (the “Company”)(each, a “Party” and collectively, the “Parties”).

 

RECITALS

 

A. On November 12, 2025 (the “Grant Date”), the Company granted the Holder shares of restricted Common Stock of the Company as set forth on Annex A (the “Award Shares”) under and pursuant to the Company’s 2025 Omnibus Incentive Plan (the “Plan”);

 

B. The Award Shares was evidenced by a Notice of Restricted Stock Grant and Restricted Stock Grant Agreement entered into between the Holder and the Company dated November 12, 2025 (the “Award Agreement”);

 

C. A portion of the Award Shares vested upon grant (the “Vested Shares”), and certain Award Shares were withheld by the Company to satisfy applicable tax withholding and similar obligations (the “Withheld Shares”), each as set forth on Annex A; and

 

D. The Company and Holder have mutually determined to rescind, cancel, and nullify the Award Agreement and the grant of the Award Shares effective as of the Grant Date, such that the Award Agreements and the Award Shares shall be void ab initio and of no force or effect, subject to the terms and conditions set forth herein.

 

E. No consideration has been paid or promised to either Party in order to induce assent to the rescission of the Award Shares and the other terms and conditions herein.

 

NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

 

1. Rescission and Cancellation. Effective as of the Grant Date, the Award Agreement and the Award Shares (including the Vested Shares, the Withheld Shares and the unvested Shares, and any and all rights relating thereto) are hereby rescinded, cancelled, and deemed null, void, and of no force or effect ab initio. The Parties agree that the Award Shares shall be treated as though they had never been granted, issued, vested, forfeited, withheld, or outstanding.

 

2. Return and Cancellation of Shares.

 

(a) Holder hereby represents that Holder has no certificates representing the Award Shares (including the Vested Shares and the Withheld Shares); to the extent Holder holds any Award Shares in any account, Holder agrees to cooperate in effecting their cancellation.

 

Restricted Stock Award Rescission Agreement

Page 1 of 4


 

(b) The prior transfer of the Vested Shares and the withholding of the Withheld Shares are deemed rescinded and, to the extent such shares have been previously issued or recorded, are deemed void ab initio and shall be cancelled on the books of the Company.

 

3. No Further Rights. Holder acknowledges and agrees that Holder has no remaining or continuing rights of any kind under the Award Agreements or with respect to the Award Shares, whether vested or unvested, including without limitation rights to dividends, voting, distribution, or consideration.

 

4. Representation of Holder. Holder represents and warrants that Holder has not sold, transferred, gifted, assigned, pledged, encumbered, or otherwise disposed of any of the Award Shares, regardless of any disclosure in any Form 4 or other filing, and that Holder continues to hold full, valid, and legal title to all of the Award Shares originally granted or issued to Holder on the Grant Date.

 

5. Tax Matters. The Parties acknowledge that each Holder shall be solely responsible for their own tax obligations, and nothing in this Agreement is intended to be or shall be construed as providing tax advice or retroactive tax treatment. Each Party agrees to cooperate in good faith in any reasonable administrative matters related to tax reporting.

 

6. Representations. Each Party represents that it has full power and authority to enter into this Agreement and that this Agreement constitutes a valid and binding obligation of such Party.

 

7. Further Assurances. Each Party shall do and perform, or cause to be done and performed, all such further acts and things, and shall execute and deliver all such other agreements, certificates, instruments and documents, as the other party may reasonably request in order to carry out the intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated hereby.

 

8. Miscellaneous. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original but all of which shall constitute one and the same instrument. This Agreement constitutes the final, complete, and exclusive statement of the agreement of the Parties with respect to the subject matter hereof, and supersedes any and all other prior and contemporaneous agreements and understandings, both written and oral, between the Parties. If any provision of this Agreement is held invalid or unenforceable by any court of competent jurisdiction, the other provisions of this Agreement will remain in full force and effect. Any provision of this Agreement held invalid or unenforceable only in part or degree will remain in full force and effect to the extent not held invalid or unenforceable. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware without regard to conflicts of laws principles. For the avoidance of doubt, nothing herein obligates the Company to grant any new award to Holder.

 

Restricted Stock Award Rescission Agreement

Page 2 of 4


 

In witness whereof, the undersigned have executed this Agreement as of the date first written above.

 

  ETHZilla Corporation
   
  By:  
  Its:  
  Printed Name:  

 

HOLDER  
     
Grantee:    
Printed Name:    

 

Restricted Stock Award Rescission Agreement

Page 3 of 4


 

Annex A

 

Total Shares Awarded Vested on November 12, 2025 Withheld Shares Originally Subject to Vesting on January 2, 2026
       

 

Restricted Stock Award Rescission Agreement

Page 4 of 4