Statistiche di base
| CIK | 1690080 |
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Forum Markets, Incorporated
SEC Filings (Chronological Order)
Questa pagina fornisce un elenco completo e cronologico dei depositi SEC, esclusi i documenti di proprietà che forniamo altrove.
| May 15, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2026 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-38105 Forum Marke |
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| May 14, 2026 |
Exhibit 99.2 1 First Quarter 2026 Earnings Presentation May 2026 2 Disclaimer This presentation has been prepared by Forum Markets, Incorporated ("Forum" or the "Company") solely for information purposes. This presentation does not constitute an offer to sell or the solicitation of an offer to buy or acquire securities of the Company in any jurisdiction or an inducement to enter into investment ac |
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| May 14, 2026 |
FORUM MARKETS, INCORPORATED CONSOLIDATED STATEMENTS OF OPERATIONS (in thousands) Exhibit 99.1 Forum Reports First Quarter 2026 Financial Results PALM BEACH, Fla., May 14, 2026 /PRNewswire/ — Forum Markets, Incorporated (Nasdaq: FRMM) (“Forum” or the “Company”), a digital asset platform modernizing capital markets through the tokenization of real-world assets, today reported financial results for the first quarter ended March 31, 2026. “Forum continues to execute against our co |
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| May 14, 2026 |
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): May 14, 2026 Forum Markets, Incorporated (Exact name of registrant as specified in its charter) Delaware 001-38105 90-1890354 (State or Other Jurisdiction of Incorporation) (Commissio |
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| April 29, 2026 |
Exhibit 99.1 FORUM PROVIDES UPDATE ON SHARE REPURCHASE PROGRAM PALM BEACH, Fla., April 29, 2026 /PRNewswire/ - Forum Markets, Incorporated (Nasdaq: FRMM) (“Forum” or the “Company”), a digital asset platform modernizing capital markets through the tokenization of real-world assets, today provided an update on the status of its share repurchase program, which was reinitiated effective April 15, 2026 |
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| April 29, 2026 |
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): April 29, 2026 Forum Markets, Incorporated (Exact name of registrant as specified in its charter) Delaware 001-38105 90-1890354 (State or Other Jurisdiction of Incorporation) (Commiss |
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| April 24, 2026 |
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): April 23, 2026 Forum Markets, Incorporated (Exact name of registrant as specified in its charter) Delaware 001-38105 90-1890354 (State or Other Jurisdiction of Incorporation) (Commiss |
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| April 24, 2026 |
Exhibit 3.1 CERTIFICATE OF ELIMINATION OF SHARES OF SERIES B CONVERTIBLE PREFERRED STOCK, OF FORUM MARKETS, INCORPORATED Pursuant to the provisions of Section 151(g) of the General Corporation Law of the State of Delaware (the “DGCL”), it is hereby certified that: 1. The name of the corporation (hereinafter referred to as the “Company”) is Forum Markets, Incorporated, a Delaware corporation. 2. Th |
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| April 22, 2026 |
Forum Markets, Incorporated 2875 South Ocean Blvd, Suite 200 Palm Beach, FL 33480 April 22, 2026 VIA EDGAR U. |
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| April 17, 2026 |
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): April 15, 2026 Forum Markets, Incorporated (Exact name of registrant as specified in its charter) Delaware 001-38105 90-1890354 (State or Other Jurisdiction of Incorporation) (Commiss |
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| April 17, 2026 |
Exhibit 99.1 Forum Board Reinitiates Share Repurchase Program; Forms Special Committee of Independent Directors to Evaluate Proposals to Maximize Shareholder Value PALM BEACH, Fla., April 17, 2026 /PRNewswire/ — Forum Markets, Incorporated (Nasdaq: FRMM) (“Forum”, “the Company”), a digital asset platform modernizing capital markets through the tokenization of real-world assets, today announced a s |
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| April 8, 2026 |
FORUM MARKETS, incorporated SECOND AMENDED AND RESTATED SALES AGREEMENT Exhibit 10.1 FORUM MARKETS, incorporated SECOND AMENDED AND RESTATED SALES AGREEMENT April 8, 2026 Clear Street LLC TCBI Securities, Inc., d/b/a Texas Capital Securities As Agents Clear Street LLC 4 World Trade Center New York, New York 10006 TCBI Securities, Inc., d/b/a Texas Capital Securities 2000 McKinney Avenue, Suite 700 Dallas, TX 75201 Ladies and Gentlemen: WHEREAS, Forum Markets, Incorpor |
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| April 8, 2026 |
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): April 8, 2026 FORUM MARKETS, INCORPORATED (Exact name of registrant as specified in its charter) Delaware 001-38105 90-1890354 (State or Other Jurisdiction of Incorporation) (Commissi |
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| April 8, 2026 |
Exhibit 99.1 Forum to Participate in AI Chip Infrastructure Financing to Purchase NVIDIA GPUs; Targets Returns in the Mid-Teens Forum intends to deploy capital into short-term AI chip infrastructure loans and tokenize the loans through Forum’s digital asset platform PALM BEACH, Fla., April 8, 2026 /PRNewswire/ — Forum Markets, Incorporated (Nasdaq: FRMM) (“Forum”), a digital asset platform moderni |
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| April 8, 2026 |
FORUM MARKETS, INCORPORATED (f/k/a ETHZILLA CORPORATION) Up to $500,000,000 Common Stock Filed Pursuant to Rule 424(b)(3) Registration No. 333-288194 PROSPECTUS SUPPLEMENT (To the Prospectus dated June 26, 2025) FORUM MARKETS, INCORPORATED (f/k/a ETHZILLA CORPORATION) Up to $500,000,000 Common Stock This prospectus supplement supplements and amends the prospectus supplement dated August 13, 2025 (as amended and supplemented, the “prospectus supplement”) relating to the offer and sale |
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| April 8, 2026 |
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): April 8, 2026 FORUM MARKETS, INCORPORATED (Exact name of registrant as specified in its charter) Delaware 001-38105 90-1890354 (State or Other Jurisdiction of Incorporation) (Commissi |
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| April 3, 2026 |
FORUM MARKETS, INCORPORATED 2025 OMNIBUS INCENTIVE PLAN Restricted Stock Unit Award Agreement Exhibit 10.2 FORUM MARKETS, INCORPORATED 2025 OMNIBUS INCENTIVE PLAN Restricted Stock Unit Award Agreement The Participant (as defined below) has been granted an Award (this “Award”) of restricted stock units (“RSUs”) on the following terms and subject to the provisions of Attachment A and the Forum Markets, Incorporated 2025 Omnibus Incentive Plan (the “Plan”). Unless defined in this Award Agreem |
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| April 3, 2026 |
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): April 2, 2026 Forum Markets, Incorporated (Exact name of registrant as specified in its charter) Delaware 001-38105 90-1890354 (State or Other Jurisdiction of Incorporation) (Commissi |
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| April 3, 2026 |
FORUM MARKETS, INCORPORATED 2025 OMNIBUS INCENTIVE PLAN Performance Stock Unit Award Agreement Exhibit 10.1 FORUM MARKETS, INCORPORATED 2025 OMNIBUS INCENTIVE PLAN Performance Stock Unit Award Agreement The Participant (as defined below) has been granted an Award (this “Award”) of performance stock units (“PSUs”) on the following terms and subject to the provisions of Attachment A and the Forum Markets, Incorporated 2025 Omnibus Incentive Plan (the “Plan”). Unless defined in this Award Agre |
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| April 1, 2026 |
Exhibit 19.1 FORUM MARKETS, INCORPORATED formerly ETHZILLA CORPORATION THIRD AMENDED AND RESTATED POLICY ON INSIDER TRADING As Adopted by the Board of Directors on November 11, 2025 This Policy has been adopted by Forum Markets, Incorporated formerly ETHZilla Corporation, and supersedes prior policy statements on this subject. It applies to all employees, consultants, directors, and officers of th |
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| April 1, 2026 |
As filed with the Securities and Exchange Commission on April 1, 2026 As filed with the Securities and Exchange Commission on April 1, 2026 Registration No. |
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| April 1, 2026 |
SIDE LETTER AMENDMENT TO SERIES B-3 PREFERRED STOCK PURCHASE AGREEMENT Exhibit 10.66 SIDE LETTER AMENDMENT TO SERIES B-3 PREFERRED STOCK PURCHASE AGREEMENT This Side Letter Amendment (this “Amendment”) is entered into as of March 25, 2026, by and between Forum Markets, Inc. (f/k/a ETHZilla Corporation), a Delaware corporation (“Forum”), and Zippy, Inc., a Delaware corporation (“Zippy”). Forum and Zippy are referred to herein individually as a “Party” and collectively |
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| April 1, 2026 |
Exhibit 97.1 FORUM MARKETS, INCORPORATED formerly ETHZILLA CORPORATION POLICY FOR THE RECOVERY OF ERRONEOUSLY AWARDED INCENTIVE-BASED COMPENSATION The Board of Directors (the “Board”) of Forum Markets, Incorporated formerly ETHZilla Corporation (the “Company”) believes that it is in the best interests of the Company and its stockholders to adopt this Policy for the Recovery of Erroneously Awarded |
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| April 1, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 SEC File Number 001-38105 NOTIFICATION OF LATE FILING CUSIP Number 68236V401 (Check One): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For period ended: December 31, 2025 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Tra |
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| April 1, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from: to Commission File Number: 001-38105 Forum Markets |
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| April 1, 2026 |
Exhibit 3.9 FOURTH AMENDED AND RESTATED BYLAWS OF Forum Markets, Incorporated formerly ETHZILLA CORPORATION (THE “CORPORATION”) Amended and Restated by the Board of Directors of the Corporation as of February 11, 2026 Article I OFFICES Section 1.1. Registered Office. The registered office of the Corporation within the State of Delaware shall be located at either (a) the principal place of business |
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| April 1, 2026 |
Exhibit 4.1 DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED General Forum Markets, Incorporated (the “Company”), formerly known as ETHZilla Corporation, is incorporated in the state of Delaware. The rights of our stockholders are generally governed by Delaware law, our Second Amended and Restated Certificate of Incorpo |
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| April 1, 2026 |
Exhibit 2.6 CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED BY MEANS OF MARKING SUCH PORTIONS WITH BRACKETS (“[***]”) BECAUSE THE IDENTIFIED CONFIDENTIAL PORTIONS (I) ARE NOT MATERIAL AND (II) ETHZILLA CORPORATION CUSTOMARILY AND ACTUALLY TREATS THAT INFORMATION AS PRIVATE OR CONFIDENTIAL. ENGINE SALE AND PURCHASE AGREEMENT Dated as of March 27, 2026 BETWEEN AERO ENGINE SOLUTIONS, INC. |
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| April 1, 2026 |
Direct and Indirect Subsidiaries of Forum Markets, Incorporated* Exhibit 21.1 Direct and Indirect Subsidiaries of Forum Markets, Incorporated* Name Jurisdiction of Incorporation ETHZilla Holdings, LLC Florida ETHZilla Group, LLC Florida ETHZilla Aerospace, LLC Nevada ETHZilla Modular Mortgage, LLC Florida ETHZilla Auto Loans, LLC Florida Eurus Aerospace Token I, LLC Delaware Zippy Token I, LLC Delaware Karus Token I, LLC Delaware 180 Life Corp. Delaware Katexco |
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| March 31, 2026 |
For the Quarter Ended Dec. 31, 2025 Exhibit 99.1 Forum Reports Fourth Quarter and Full Year 2025 Financial Results Company Introduces 2026 Guidance as RWA Tokenization Platform Begins to Scale PALM BEACH, Fla., March 31, 2026 /PRNewswire/ — Forum Markets, Incorporated (Nasdaq: FRMM) (“Forum” or the “Company”), a digital asset platform modernizing capital markets through the tokenization of real-world assets on Ethereum, today report |
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| March 31, 2026 |
As filed with the Securities and Exchange Commission on March 31, 2026 As filed with the Securities and Exchange Commission on March 31, 2026 Registration No. |
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| March 31, 2026 |
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): March 31, 2026 Forum Markets, Incorporated (Exact name of registrant as specified in its charter) Delaware 001-38105 90-1890354 (State or Other Jurisdiction of Incorporation) (Commiss |
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| March 31, 2026 |
Exhibit 99.2 1 Fourth Quarter and Full Year 2025 Earnings Presentation March 2026 2 Disclaimer This presentation has been prepared by Forum Markets, Incorporated (“Forum” or the “Company”) solely for information purposes . This presentation does not constitute an offer to sell or the solicitation of an offer to buy or acquire securities of the Company in any jurisdiction or an inducement to enter |
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| March 30, 2026 |
As filed with the Securities and Exchange Commission on March 30, 2026 As filed with the Securities and Exchange Commission on March 30, 2026 Registration No. |
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| March 30, 2026 |
As filed with the Securities and Exchange Commission on March 30, 2026 As filed with the Securities and Exchange Commission on March 30, 2026 Registration No. |
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| March 27, 2026 |
Exhibit 10.3 Execution Version CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED BY MEANS OF MARKING SUCH PORTIONS WITH BRACKETS (“[***]”) BECAUSE THE IDENTIFIED CONFIDENTIAL PORTIONS (I) ARE NOT MATERIAL AND (II) FORUM MARKETS, INCORPORATED CUSTOMARILY AND ACTUALLY TREATS THAT INFORMATION AS PRIVATE OR CONFIDENTIAL. Ethzilla Modular Mortgage LLC, PURCHASER Zippy Loans, LLC, SELLER & SERV |
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| March 27, 2026 |
MASTER LOAN PURCHASE AGREEMENT Exhibit 10.1 Execution Version CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED BY MEANS OF MARKING SUCH PORTIONS WITH BRACKETS (“[***]”) BECAUSE THE IDENTIFIED CONFIDENTIAL PORTIONS (I) ARE NOT MATERIAL AND (II) FORUM MARKETS, INCORPORATED CUSTOMARILY AND ACTUALLY TREATS THAT INFORMATION AS PRIVATE OR CONFIDENTIAL. MASTER LOAN PURCHASE AGREEMENT This MASTER LOAN PURCHASE AGREEMENT (“Agr |
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| March 27, 2026 |
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): March 23, 2026 Forum Markets, Incorporated (Exact name of registrant as specified in its charter) Delaware 001-38105 90-1890354 (State or Other Jurisdiction of Incorporation) (Commiss |
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| March 27, 2026 |
Exhibit 10.2 PURCHASE COMMITMENT Commitment Number: 1 Effective Date: March 23, 2026 Commitment Period: March 23, 2026 to June 30, 2026 Commitment Amount: $ 15,000,000 This PURCHASE COMMITMENT is entered into as of the Effective Date set forth above by ZIPPY LOANS, LLC, a Delaware Limited Liability Company, as seller (the “Seller”), and ETHZilla Modular Mortgage LLC, a Florida limited liability co |
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| March 13, 2026 |
Exhibit 99.1 Forum Establishes Auto Loan Warehouse Facility Enabling 24/7/365 Loan Settlement via Blockchain Infrastructure Forum intends to buy loans from the warehouse, generating cash flow and enhancing the yield profile of upcoming auto loan tokens PALM BEACH, Fla., March 9, 2026 /PRNewswire/ — Forum Markets, Incorporated (Nasdaq: FRMM) (“Forum”), a digital asset platform modernizing capital m |
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| March 13, 2026 |
Exhibit 10.1 Execution Version CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED BY MEANS OF MARKING SUCH PORTIONS WITH BRACKETS (“[***]”) BECAUSE THE IDENTIFIED CONFIDENTIAL PORTIONS (I) ARE NOT MATERIAL AND (II) FORUM MARKETS, INCORPORATED CUSTOMARILY AND ACTUALLY TREATS THAT INFORMATION AS PRIVATE OR CONFIDENTIAL. WAREHOUSE FACILITY AGREEMENT This WAREHOUSE FACILITY AGREEMENT (the “Agr |
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| March 13, 2026 |
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): March 3, 2026 Forum Markets, Incorporated (Exact name of registrant as specified in its charter) Delaware 001-38105 90-1890354 (State or Other Jurisdiction of Incorporation) (Commissi |
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| February 26, 2026 |
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): February 24, 2026 Forum Markets, Incorporated (Exact name of registrant as specified in its charter) Delaware 001-38105 90-1890354 (State or Other Jurisdiction of Incorporation) (Comm |
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| February 26, 2026 |
Exhibit 99.1 ETHZilla Becomes Forum in Next Step of Strategic Evolution Toward Institutional-Grade Real-World Asset Tokenization Company Expects to Begin Trading on Nasdaq Under New Ticker Symbol “FRMM” on March 2, 2026 PALM BEACH, Fla., Feb. 25, 2026 /PRNewswire/ — ETHZilla Corporation (Nasdaq: ETHZ) today announced that it has updated its corporate name and brand to Forum Markets, Incorporated, |
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| February 26, 2026 |
Exhibit 3.1 CERTIFICATE OF AMENDMENT OF SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF ETHZILLA CORPORATION ETHZilla Corporation (the “Corporation”), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “DGCL”), does hereby certify: FIRST: The name of the Corporation is ETHZilla Corporation. SECOND: The original name of |
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| February 12, 2026 |
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): February 11, 2026 ETHZilla Corporation (Exact Name of Registrant as Specified in Charter) Delaware 001-38105 90-1890354 (State or Other Jurisdiction of Incorporation) (Commission File |
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| February 12, 2026 |
Exhibit 99.1 ETHZilla Announces First Ever Tradable Tokenized Aviation Assets on Ethereum Network Secured by Jet Engines on Lease with a Leading U.S. Air Carrier Marks first deployment of ETHZilla’s tokenized finance framework for cash-flow-generating real-world assets PALM BEACH, Fla., – Feb. 12, 2026 – ETHZilla Corporation (Nasdaq: ETHZ) (together with its affiliates, unless context requires oth |
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| February 12, 2026 |
Exhibit 3.1 FOURTH AMENDED AND RESTATED BYLAWS OF ETHZilla Corporation (THE “CORPORATION”) Amended and Restated by the Board of Directors of the Corporation as of February 11, 2026 Article I OFFICES Section 1.1. Registered Office. The registered office of the Corporation within the State of Delaware shall be located at either (a) the principal place of business of the Corporation in the State of D |
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| February 5, 2026 |
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): January 30, 2026 ETHZilla Corporation (Exact Name of Registrant as Specified in Charter) Delaware 001-38105 90-1890354 (State or Other Jurisdiction of Incorporation) (Commission File |
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| February 5, 2026 |
Exhibit 2.1 LOAN PURCHASE AGREEMENT THIS LOAN PURCHASE AGREEMENT (this “Agreement”) is dated as of the 30th day of January, 2026 (the “Effective Date”), and made and entered into between Zippy Manufactured Home Credit Fund I L.P., a limited partnership organized and existing under the laws of the State of Delaware (“Seller”) and ETHZilla Modular Mortgage LLC, a corporation organized and existing u |
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| February 5, 2026 |
Exhibit 99.1 ETHZilla Purchases Manufactured Home Loan Portfolio, Plans Tokenization on Ethereum L2 Transaction will extend ETHZilla’s tokenized finance framework into residential credit assets with recurring cash flows PALM BEACH, Fla., – Feb. 5, 2026 – ETHZilla Corporation (Nasdaq: ETHZ) (“ETHZilla” or the “Company”), a financial technology company building institutional-grade infrastructure for |
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| January 23, 2026 |
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): January 17, 2026 ETHZilla Corporation (Exact Name of Registrant as Specified in Charter) Delaware 001-38105 90-1890354 (State or Other Jurisdiction of Incorporation) (Commission File |
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| January 23, 2026 |
Exhibit 2.1 CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED BY MEANS OF MARKING SUCH PORTIONS WITH BRACKETS (“[***]”) BECAUSE THE IDENTIFIED CONFIDENTIAL PORTIONS (I) ARE NOT MATERIAL AND (II) ETHZILLA CORPORATION CUSTOMARILY AND ACTUALLY TREATS THAT INFORMATION AS PRIVATE OR CONFIDENTIAL. ENGINE SALE AND PURCHASE AGREEMENT Dated as of January 12, 2026 BETWEEN AVEAN ENGINE SOLUTIONS, LL |
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| December 30, 2025 |
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 30, 2025 ETHZilla Corporation (Exact Name of Registrant as Specified in Charter) Delaware 001-38105 90-1890354 (State or Other Jurisdiction of Incorporation) (Commission File |
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| December 30, 2025 |
2,726,983 Shares of Common Stock Filed Pursuant to Rule 424(b)(3) Registration No. 333-292259 PROSPECTUS 2,726,983 Shares of Common Stock This prospectus relates to the possible resale or other disposition, from time to time, of up to 2,726,983 shares of common stock, par value $0.0001 per share, of ETHZilla Corporation, which we refer to as the “Company”, “we” or “us”, by the selling stockholders named in this prospectus or in s |
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| December 19, 2025 |
ETHZilla Announces Appointment of Angela Dalton and Michael Edwards to Board of Directors Exhibit 99.1 ETHZilla Announces Appointment of Angela Dalton and Michael Edwards to Board of Directors Palm Beach, FL – December 19, 2025 – ETHZilla Corporation (Nasdaq: ETHZ) (“ETHZilla” or the “Company”) today announced that Angela Dalton, chief executive officer and founder of Signum Growth and a veteran technology and media executive, and Michael Edwards, an accomplished institutional investor |
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| December 19, 2025 |
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 19, 2025 ETHZilla Corporation (Exact Name of Registrant as Specified in Charter) Delaware 001-38105 90-1890354 (State or Other Jurisdiction of Incorporation) (Commission File |
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| December 18, 2025 |
As filed with the Securities and Exchange Commission on December 18, 2025 As filed with the Securities and Exchange Commission on December 18, 2025 Registration No. |
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| December 18, 2025 |
ETHZILLA CORPORATION INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE COMMON STOCK Exhibit 4.1 NUMBER C NUMBER SHARES SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP 68236V401 ETHZILLA CORPORATION INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE COMMON STOCK This Certifies that is the owner of FULLY PAID AND NON-ASSESSABLE SHARES OF THE PAR VALUE OF $0.0001 EACH OF THE COMMON STOCK OF ETHZILLA CORPORATION (THE “CORPORATION”) transferable on the books of the Corporation in person o |
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| December 18, 2025 |
Ex-Filing Fees CALCULATION OF FILING FEE TABLES S-3 ETHZilla Corporation Table 1: Newly Registered and Carry Forward Securities Line Item Type Security Type Security Class Title Notes Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Newly Registered Securities Fees to be Paid Equity Common Stock par value $0. |
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| December 16, 2025 |
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 16, 2025 ETHZilla Corporation (Exact Name of Registrant as Specified in Charter) Delaware 001-38105 90-1890354 (State or Other Jurisdiction of Incorporation) (Commission File |
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| December 10, 2025 |
THIRD AMENDED AND RESTATED ZIPPY, INC. VOTING AGREEMENT TABLE OF CONTENTS Exhibit 10.5 Execution Version CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED BY MEANS OF MARKING SUCH PORTIONS WITH BRACKETS (“[***]”) BECAUSE THE IDENTIFIED CONFIDENTIAL PORTIONS (I) ARE NOT MATERIAL AND (II) ETHZILLA CORPORATION CUSTOMARILY AND ACTUALLY TREATS THAT INFORMATION AS PRIVATE OR CONFIDENTIAL. THIRD AMENDED AND RESTATED ZIPPY, INC. VOTING AGREEMENT TABLE OF CONTENTS Page |
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| December 10, 2025 |
Exhibit 99.1 ETHZilla and Zippy Enter into Definitive Agreements with Plans to Tokenize Manufactured Home Loans On-Chain, ETHZilla Takes 15% Stake in Zippy Latest strategic investment further advances ETHZilla’s real-world asset strategy, with plans to extend tokenization capabilities to manufactured housing finance PALM BEACH, Fla., – Dec. 10, 2025 – ETHZilla Corporation (Nasdaq: ETHZ) (“ETHZilla |
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| December 10, 2025 |
Exhibit 10.4 Execution Version CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED BY MEANS OF MARKING SUCH PORTIONS WITH BRACKETS (“[***]”) BECAUSE THE IDENTIFIED CONFIDENTIAL PORTIONS (I) ARE NOT MATERIAL AND (II) ETHZILLA CORPORATION CUSTOMARILY AND ACTUALLY TREATS THAT INFORMATION AS PRIVATE OR CONFIDENTIAL. ZIPPY, INC. THIRD AMENDED AND RESTATED RIGHT OF FIRST REFUSAL AND CO-SALE AGREE |
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| December 10, 2025 |
ZIPPY, INC. THIRD AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT TABLE OF CONTENTS Exhibit 10.3 Execution Version CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED BY MEANS OF MARKING SUCH PORTIONS WITH BRACKETS (“[***]”) BECAUSE THE IDENTIFIED CONFIDENTIAL PORTIONS (I) ARE NOT MATERIAL AND (II) ETHZILLA CORPORATION CUSTOMARILY AND ACTUALLY TREATS THAT INFORMATION AS PRIVATE OR CONFIDENTIAL. ZIPPY, INC. THIRD AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT TABLE OF CON |
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| December 10, 2025 |
Exhibit 10.2 Execution Version CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED BY MEANS OF MARKING SUCH PORTIONS WITH BRACKETS (“[***]”) BECAUSE THE IDENTIFIED CONFIDENTIAL PORTIONS (I) ARE NOT MATERIAL AND (II) ETHZILLA CORPORATION CUSTOMARILY AND ACTUALLY TREATS THAT INFORMATION AS PRIVATE OR CONFIDENTIAL. REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this “Agreeme |
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| December 10, 2025 |
Exhibit 10.1 Execution Version STOCK PURCHASE AGREEMENT THIS STOCK PURCHASE AGREEMENT (this “Agreement”) is entered into as of December 9, 2025, by and between ETHZilla Corporation, a Delaware corporation (“ETHZilla” or the “Buyer”), and (the “Seller”), each sometimes referred to herein as a “Party” and together as the “Parties.” A. Pursuant to that certain Series B-3 Preferred Stock Purchase Agre |
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| December 10, 2025 |
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 10, 2025 ETHZilla Corporation (Exact Name of Registrant as Specified in Charter) Delaware 001-38105 90-1890354 (State or Other Jurisdiction of Incorporation) (Commission File |
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| December 10, 2025 |
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 9, 2025 ETHZilla Corporation (Exact Name of Registrant as Specified in Charter) Delaware 001-38105 90-1890354 (State or Other Jurisdiction of Incorporation) (Commission File |
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| December 10, 2025 |
NOTE MANDATORY REDEMPTION AGREEMENT Exhibit 10.1 NOTE MANDATORY REDEMPTION AGREEMENT This Note Mandatory Redemption Agreement (this “Agreement”) is entered into as of the 8th day of December, 2025, by and between ETHZilla Corporation (f/k/a 180 Life Sciences Corp.), a Delaware corporation with offices located at 3000 El Camino Real, Bldg. 4, Suite 200, Palo Alto, CA) (the “Company”), and the investors signatory hereto (collectively, |
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| December 10, 2025 |
Exhibit 99.1 ETHZilla Announces Plans to Effect Early Redemption of 2028 Convertible Notes to Streamline Capital Structure Palm Beach, FL – Dec. 10, 2025 – ETHZilla Corporation (Nasdaq: ETHZ) (“ETHZilla” or the “Company”) today announced that it intends to redeem in full its outstanding $516 million in aggregate principal amount of convertible notes due 2028 (the “Convertible Notes”) on or by Dece |
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| December 10, 2025 |
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 9, 2025 ETHZilla Corporation (Exact Name of Registrant as Specified in Charter) Delaware 001-38105 90-1890354 (State or Other Jurisdiction of Incorporation) (Commission File |
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| December 10, 2025 |
ZIPPY, INC. SERIES B-3 PREFERRED STOCK PURCHASE AGREEMENT TABLE OF CONTENTS Exhibit 2.1 Execution Version CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED BY MEANS OF MARKING SUCH PORTIONS WITH BRACKETS (“[***]”) BECAUSE THE IDENTIFIED CONFIDENTIAL PORTIONS (I) ARE NOT MATERIAL AND (II) ETHZILLA CORPORATION CUSTOMARILY AND ACTUALLY TREATS THAT INFORMATION AS PRIVATE OR CONFIDENTIAL. ZIPPY, INC. SERIES B-3 PREFERRED STOCK PURCHASE AGREEMENT TABLE OF CONTENTS Page |
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| December 3, 2025 |
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 2, 2025 ETHZilla Corporation (Exact Name of Registrant as Specified in Charter) Delaware 001-38105 90-1890354 (State or Other Jurisdiction of Incorporation) (Commission File |
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| December 3, 2025 |
FORM OF STOCK PURCHASE AGREEMENT Exhibit 10.1 FORM OF STOCK PURCHASE AGREEMENT THIS STOCK PURCHASE AGREEMENT (this “Agreement”) is entered into on the first day of December 2025, by and between ETHZilla Corporation, a Delaware corporation (“ETHZilla” or the “Buyer”), and (the “Seller”), each sometimes referred to herein as a “Party” and together as the “Parties.” A. Seller desires to sell to ETHZilla, and ETHZilla desires to purc |
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| December 3, 2025 |
PURCHASE AND SUBSCRIPTION AGREEMENT Dated December 1, 2025 TABLE OF CONTENTS Exhibit 2.1 PURCHASE AND SUBSCRIPTION AGREEMENT Dated December 1, 2025 TABLE OF CONTENTS ARTICLE I. PURCHASE AND SALE 1 1.1. Agreement to Purchase and Sell 1 1.2. Further Assurances 1 ARTICLE II. PURCHASE PRICE; LOCK-UP PERIODS 2 2.1. Purchase Price 2 2.2. Transfer Restrictions 3 ARTICLE III. REPRESENTATIONS AND WARRANTIES OF KARUS 3 3.1. Organization 3 3.2. Authorization 4 3.3. No Conflict; Requi |
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| December 3, 2025 |
Exhibit 99.1 ETHZilla Integrates Karus to Power AI-Modeled Auto Loan Tokenization Strategic transaction seeks to combine Karus’s predictive credit analytics with ETHZilla’s blockchain infrastructure to bring real-world credit investments on-chain PALM BEACH, Fla., – Dec. 3, 2025 – ETHZilla Corporation (Nasdaq: ETHZ) (“ETHZilla” or the “Company”), a technology company bringing decentralized finance |
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| December 3, 2025 |
KARUS, INC. SERIES A PREFERRED STOCK RIGHTS AGREEMENT Exhibit 10.2 CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED BY MEANS OF MARKING SUCH PORTIONS WITH BRACKETS (“[***]”) BECAUSE THE IDENTIFIED CONFIDENTIAL PORTIONS (I) ARE NOT MATERIAL AND (II) ETHZILLA CORPORATION CUSTOMARILY AND ACTUALLY TREATS THAT INFORMATION AS PRIVATE OR CONFIDENTIAL. KARUS, INC. SERIES A PREFERRED STOCK RIGHTS AGREEMENT This Series A Preferred Stock Rights Agreem |
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| December 1, 2025 |
Restricted Stock Award 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 Comp |
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| December 1, 2025 |
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 |
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| November 25, 2025 |
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): November 21, 2025 ETHZilla Corporation (Exact Name of Registrant as Specified in Charter) Delaware 001-38105 90-1890354 (State or Other Jurisdiction of Incorporation) (Commission File |
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| November 14, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2025 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-38105 ETHZill |
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| November 14, 2025 |
Exhibit 99.2 Third Quarter 2025 Earnings Presentation NOVEMBER 14, 2025 This presentation has been prepared by ETHZilla Corporation (“ETHZilla” or the “Company”) solely for information purposes. The Company is making this presentation available in connection with an update on its business operations and strategies. This presentation does not contain all relevant information relating to the Company |
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| November 14, 2025 |
Exhibit 10.34 ETHZIlla CORPORATION AMENDED AND RESTATED SALES AGREEMENT November 14, 2025 Clear Street LLC TCBI Securities, Inc., d/b/a Texas Capital Securities As Agents Clear Street LLC 4 World Trade Center New York, New York 10006 TCBI Securities, Inc., d/b/a Texas Capital Securities 2000 McKinney Avenue, Suite 700 Dallas, TX 75201 Ladies and Gentlemen: WHEREAS, ETHZilla Corporation, a Delaware |
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| November 14, 2025 |
Exhibit 99.1 ETHZilla Reports Third Quarter 2025 Financial Results Company generates $4.1 million in revenue in first six weeks operating as ETHZilla; Accelerates RWA tokenization initiatives PALM BEACH, Fla., – Nov. 14, 2025 – ETHZilla Corporation (Nasdaq: ETHZ) (“ETHZilla” or the “Company”), a technology company connecting traditional finance and decentralized finance (DeFi), today announced fin |
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| November 14, 2025 |
Exhibit 10.1 August 1, 2025 Dear Mr. John Saunders: On behalf of 180 Life Sciences Corp., a Delaware corporation (the “Company”), I am pleased to extend to you an offer to join the Company as Vice President of Finance (the “VP Finance”), effective upon approval of your appointment by the Board of Directors. This offer is contingent upon (i) your completion of the enclosed Officers, Directors, Mana |
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| November 14, 2025 |
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): November 12, 2025 ETHZilla Corporation (Exact Name of Registrant as Specified in Charter) Delaware 001-38105 90-1890354 (State or Other Jurisdiction of Incorporation) (Commission File |
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| November 14, 2025 |
Form of Notice of Restricted Stock Grant and Restricted Stock Agreement (November 2025 Grants) Exhibit 10.32 Restricted Stock Grant Number RSA-11-25-XXX ETHZILLA CORP. 2025 OMNIBUS INCENTIVE PLAN NOTICE OF RESTRICTED STOCK GRANT Capitalized but otherwise undefined terms in this Notice of Restricted Stock Grant and the attached Restricted Stock Grant Agreement shall have the same defined meanings as in the ETHZilla Corporation 2025 Omnibus Incentive Plan (as amended and restated from time to |
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| November 6, 2025 |
CALCULATION OF FILING FEE TABLES ETHZilla Corporation Table 1: Newly Registered Securities Ex-Filing Fees CALCULATION OF FILING FEE TABLES S-8 ETHZilla Corporation Table 1: Newly Registered Securities Security Type Security Class Title Notes Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Common Stock, par value $0. |
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| November 6, 2025 |
As filed with the Securities and Exchange Commission on November 6, 2025 As filed with the Securities and Exchange Commission on November 6, 2025 Registration No. |
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| November 4, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by party other than the registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definit |
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| November 4, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by party other than the registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definit |
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| October 29, 2025 |
Exhibit 99.1 THINKEQUITY CONFERENCE 2025 OCTOBER 30, 2025 # 2 DISCLAIMER This presentation has been prepared by ETHZilla Corporation (“ETHZilla” or the “Company”) solely for information purposes . This presentation does not constitute an offer to sell or the solicitation of an offer to buy or acquire securities of the Company in any jurisdiction or an inducement to enter into investment activity, |
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| October 29, 2025 |
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): October 29, 2025 ETHZilla Corporation (Exact Name of Registrant as Specified in Charter) Delaware 001-38105 90-1890354 (State or Other Jurisdiction of Incorporation) (Commission File |
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| October 27, 2025 |
Exhibit 99.1 ETHZilla Sells Approximately $40mm ETH to Facilitate Stock Repurchases Company has repurchased approximately 600k shares for about $12 million since Oct. 24, 2025 Company is buying back shares at a significant discount to NAV PALM BEACH, Fla., – Oct. 27, 2025 – ETHZilla Corporation (Nasdaq: ETHZ)(“ETHZilla” or the “Company”), a technology company connecting traditional finance and dec |
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| October 27, 2025 |
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): October 27, 2025 ETHZilla Corporation (Exact Name of Registrant as Specified in Charter) Delaware 001-38105 90-1890354 (State or Other Jurisdiction of Incorporation) (Commission File |
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| October 24, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by party other than the registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definit |
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| October 23, 2025 |
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): October 22, 2025 ETHZilla Corporation (Exact Name of Registrant as Specified in Charter) Delaware 001-38105 90-1890354 (State or Other Jurisdiction of Incorporation) (Commission File |
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| October 23, 2025 |
Exhibit 99.2 ETHZILLA INVESTING IN PRIVATE ASSET MARKET PLACE TOKENIZED REAL - WORLD ASSETS STRUCTURED CREDIT PRIVATE EQUITY October 23, 2025 # 2 WHAT IS LIQUIDITY.IO? All - in - One Market Exchange Platform # Liquidity.io is a marketplace for investors and issuers to trade private assets # Ethereum L2 based Tokenized Real - World Assets # Ethereum L2 based Private Equity # Ethereum L2 based Struc |
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| October 23, 2025 |
PURCHASE AND SUBSCRIPTION AGREEMENT Dated October 22, 2025 TABLE OF CONTENTS Exhibit 2.1 PURCHASE AND SUBSCRIPTION AGREEMENT Dated October 22, 2025 TABLE OF CONTENTS ARTICLE I. PURCHASE AND SALE 1 1.1. Agreement to Purchase and Sell. 1 1.2. Further Assurances. 1 ARTICLE II. PURCHASE PRICE; USE OF PROCEEDS 2 2.1. Purchase Price. 2 2.2. Use of Proceeds. 2 2.3. Restrictions on Use of Proceeds. 2 ARTICLE III. REPRESENTATIONS AND WARRANTIES OF SATSCHEL 2 3.1. Organization. 2 3. |
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| October 23, 2025 |
Exhibit 99.1 ETHZilla Announces Strategic Partnership with Liquidity.io Accelerates ETHZilla’s ability to securitize real-world assets on-chain Offers exchange capabilities to expand investor access to compliant digital securities ETHZilla to take a 15% equity stake in Satschel, Inc. to further align interests PALM BEACH, Fla., Oct. 23, 2025 /PRNewswire/ - ETHZilla Corporation (Nasdaq: ETHZ) (“ETH |
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| October 15, 2025 |
Exhibit 3.1 State of Delaware Secretary of State Division of Corporations Delivered 02:43 PM 10/14/2025 FILED 02:43 PM 10/14/2025 SR 2025426240 - File Number 6144736 CERTIFICATE OF AMENDMENT OF SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF ETHZilla Corporation ETHZilla Corporation, a corporation organized and existing under and by virtue of the General Corporation Law of the State of |
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| October 15, 2025 |
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): October 14, 2025 ETHZilla Corporation (Exact Name of Registrant as Specified in Charter) Delaware 001-38105 90-1890354 (State or Other Jurisdiction of Incorporation) (Commission File |
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| October 15, 2025 |
ETHZilla Corporation Announces 1-For-10 Reverse Stock Split Exhibit 99.1 ETHZilla Corporation Announces 1-For-10 Reverse Stock Split PALM BEACH, Fla., Oct. 15, 2025 - ETHZilla Corporation (NASDAQ: ETHZ) (“ETHZilla” or the “Company”), a leading technology company connecting traditional finance with decentralized finance, today announced that it will conduct a reverse stock split of its outstanding shares of common stock at a ratio of 1-for-10 (the “Reverse |
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| October 8, 2025 |
ETHZilla Announces Appointment of Jason New to Board of Directors Exhibit 99.1 ETHZilla Announces Appointment of Jason New to Board of Directors Palm Beach, FL – October 8, 2025 – ETHZilla Corporation (Nasdaq: ETHZ) (“ETHZilla” or the “Company”), today announced that Jason New, Vice Chairman of Investment Banking at Lazard, has been appointed as a member of its Board of Directors, effective immediately. Mr. New brings more than two decades of experience in globa |
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| October 8, 2025 |
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): October 7, 2025 ETHZilla Corporation (Exact Name of Registrant as Specified in Charter) Delaware 001-38105 90-1890354 (State or Other Jurisdiction of Incorporation) (Commission File N |
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| October 8, 2025 |
Exhibit 10.1 ETHZILLA CORPORATION 2025 OMNIBUS INCENTIVE PLAN Originally Adopted by the Board of Directors on August 26, 2025 and the Stockholders on October 7, 2025 PURPOSES This ETHZilla Corporation 2025 Omnibus Incentive Plan, as may be amended from time to time (the “Plan”), is intended to promote the interests of ETHZilla Corporation (the “Company”) and its Subsidiaries (as defined below) and |
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| October 8, 2025 |
Exhibit 3.1 CERTIFICATE OF AMENDMET OF SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF ETHZILLA CORPORATION ETHZilla Corporation, a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, DOES HEREBY CERTIFY: FIRST: The name of the corporation is ETHZilla Corporation. SECOND: The original name of the Company was KBL Merger Corp. I |
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| October 6, 2025 |
Ex-Filing Fees CALCULATION OF FILING FEE TABLES S-3 ETHZilla Corp Table 1: Newly Registered and Carry Forward Securities Line Item Type Security Type Security Class Title Notes Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Newly Registered Securities Fees to be Paid Equity Common Stock (1) Other 187,618,958 $ 2. |
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| October 6, 2025 |
As filed with the Securities and Exchange Commission on October 6, 2025 As filed with the Securities and Exchange Commission on October 6, 2025 Registration No. |
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| October 6, 2025 |
144 0002015193 XXXXXXXX LIVE 0001690080 ETHZilla Corp 001-38105 2875 South Ocean Blvd Suite 200 Palm Beach FL 33480 650-507-0669 Blair Jordan Strategy and Finance Consulting, Inc. |
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| September 30, 2025 |
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): September 30, 2025 ETHZilla Corporation (Exact Name of Registrant as Specified in Charter) Delaware 001-38105 90-1890354 (State or Other Jurisdiction of Incorporation) (Commission Fil |
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| September 30, 2025 |
Exhibit 99.1 MARKET UPDATE SEPTEMBER 30, 2025 # 2 DISCLAIMER This presentation has been prepared by ETHZilla Corporation (“ ETHZilla ” or the “Company”) solely for information purposes . This presentation does not constitute an offer to sell or the solicitation of an offer to buy or acquire securities of the Company in any jurisdiction or an inducement to enter into investment activity, nor may it |
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| September 25, 2025 |
[FORM OF SENIOR SECURED CONVERTIBLE NOTE] Exhibit 4.1 [FORM OF SENIOR SECURED CONVERTIBLE NOTE] NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) |
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| September 25, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A Amendment No. 1 CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 22, 2025 ETHZilla Corporation (Exact Name of Registrant as Specified in Charter) Delaware 001-38105 90-1890354 (State or Other Jurisdiction of Incorporatio |
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| September 22, 2025 |
ETHZilla Announces $350 Million Add-On Convertible Debenture Investment and Provides Business Update Exhibit 99.1 ETHZilla Announces $350 Million Add-On Convertible Debenture Investment and Provides Business Update Palm Beach, FL – September 22, 2025 – ETHZilla Corporation (Nasdaq: ETHZ) (“ETHZilla” or the “Company”), today announced a $350 million convertible debenture by an institutional investment partner. Convertible Debenture Investment Details ETHZilla partnered with the existing convertibl |
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| September 22, 2025 |
[FORM OF SENIOR SECURED CONVERTIBLE NOTE] Exhibit 4.1 [FORM OF SENIOR SECURED CONVERTIBLE NOTE] NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) |
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| September 22, 2025 |
AMENDMENT AND WAIVER AGREEMENT Exhibit 10.2 AMENDMENT AND WAIVER AGREEMENT This Amendment and Waiver Agreement (this “Agreement”) is entered into as of the 22nd day of September, 2025, by and between ETHZilla Corporation (f/k/a 180 Life Sciences Corp.), a Delaware corporation with offices located at 3000 El Camino Real, Bldg. 4, Suite 200, Palo Alto, CA) (the “Company”), and the investors signatory hereto (collectively, the “In |
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| September 22, 2025 |
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): September 22, 2025 ETHZilla Corporation (Exact Name of Registrant as Specified in Charter) Delaware 001-38105 90-1890354 (State or Other Jurisdiction of Incorporation) (Commission Fil |
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| September 19, 2025 |
ETHZILLA CORPORATION FIRST AMENDMENT TO STOCK OPTION AGREEMENT (2025 Option Incentive Plan) Exhibit 10.2 ETHZILLA CORPORATION FIRST AMENDMENT TO STOCK OPTION AGREEMENT (2025 Option Incentive Plan) This First Amendment to Stock Option Agreement (this “Amendment”) is made and entered into effective as of September 16, 2025, by and between Stephen Shoemaker (“Optionee”), and ETHZilla Corporation, a Delaware corporation (the “Company”). BACKGROUND A. The Company has granted the Optionee an o |
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| September 19, 2025 |
EXECUTIVE EMPLOYMENT AGREEMENT Exhibit 10.3 EXECUTIVE EMPLOYMENT AGREEMENT This EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) is effective as of September 15, 2025, between ETHZilla, a Delaware corporation (“Company”), and McAndrew Rudisill (“Executive”). Company and Executive may be referred to herein collectively as the “Parties” or individually as a “Party.” WHEREAS, Company desires to employ Executive, and Executive has |
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| September 19, 2025 |
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): September 15, 2025 ETHZilla Corporation (Exact Name of Registrant as Specified in Charter) Delaware 001-38105 90-1890354 (State or Other Jurisdiction of Incorporation) (Commission Fil |
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| September 19, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by party other than the registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definit |
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| September 19, 2025 |
Exhibit 10.1 CONSULTING AGREEMENT THIS CONSULTING AGREEMENT (this “Agreement”) is made this 16th day of September 2025 (the “Effective Date”), by and between ETHZilla Corporation, formerly 180 Life Sciences Corp., a Delaware corporation (the “Company”), and Stephen Shoemaker, an individual (the “Consultant”) (each of the Company and Consultant is referred to herein as a “Party”, and collectively r |
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| September 15, 2025 |
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): September 15, 2025 ETHZilla Corporation (Exact Name of Registrant as Specified in Charter) Delaware 001-38105 90-1890354 (State or Other Jurisdiction of Incorporation) (Commission Fil |
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| September 15, 2025 |
Exhibit 99.1 ETHZilla Announces Initial ETH Yield Allocation & Additional Stock Repurchases Company repurchased a total of approximately 6.0 million shares this month at an average price of $2.50 per share Executing on deployment of ETH into L2 protocols Palm Beach, FL – September 15, 2025 – ETHZilla Corporation (Nasdaq: ETHZ), (the “Company” or “ETHZilla”), today announced it now has total holdin |
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| September 15, 2025 |
X0708 D LIVE 0001690080 ETHZilla Corp 2875 SOUTH OCEAN SUITE 200-13 PALM BEACH FL FLORIDA 33480 (650) 507-0669 DELAWARE KBL Merger Corp. |
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| September 8, 2025 |
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): September 5, 2025 ETHZilla Corporation (Exact Name of Registrant as Specified in Charter) Delaware 001-38105 90-1890354 (State or Other Jurisdiction of Incorporation) (Commission File |
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| September 8, 2025 |
Exhibit 99.1 ETHZilla Announces ETH Accumulation and Leadership Updates Company has accumulated 102,246 ETH at an average acquisition price of $3,948.72, valued at approximately $443 million McAndrew Rudisill appointed as Chief Executive Officer, will continue to serve as Chairman Provides update on previously announced stock repurchase program Palm Beach, FL – September 8, 2025 – ETHZilla Corpora |
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| September 8, 2025 |
AMENDED AND RESTATED ASSET MANAGEMENT AGREEMENT Exhibit 10.1 AMENDED AND RESTATED ASSET MANAGEMENT AGREEMENT This AMENDED AND RESTATED ASSET MANAGEMENT AGREEMENT (this “Agreement”), effective September 5, 2025 (the “Effective Date”), is entered into by and between ETHZilla Corporation (f/k/a 180 Life Sciences Corp.) (the “Client”), and Electric Treasury Edge, LLC (the “Asset Manager” and, together with the Client, the “Parties”). WHEREAS, the A |
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| September 8, 2025 |
Exhibit 10.2 Date: September 8, 2025 To: 180 SPV Treasury Vehicle I, LLC (“Party B”) 3000 El Camino Real, Bldg. 4, Suite 200 Palto Alto, CA, 94306 Email: [email protected] From: Cumberland DRW LLC (“Party A”) 540 W. Madison Street, Suite 2500 Chicago, IL, 60661 Email: [email protected], [email protected], [email protected], [email protected] Re: Physically-Settled Spot and Forwar |
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| September 5, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by party other than the registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definit |
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| September 5, 2025 |
SEPARATION AND RELEASE AGREEMENT Exhibit 10.1 SEPARATION AND RELEASE AGREEMENT This Separation and Release Agreement (this “Agreement and Release” or “Agreement”) dated September 4, 2025, is made by and between Blair Jordan, an individual (“Jordan”), Blair Jordan Strategy and Finance Consulting Inc. (“Consultant”) and ETHZilla Corporation, a Delaware corporation, formerly 180 Life Sciences Corp. (“ETHZilla” or the “Company”) (col |
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| September 5, 2025 |
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): September 2, 2025 ETHZilla Corporation (Exact Name of Registrant as Specified in Charter) Delaware 001-38105 90-1890354 (State or Other Jurisdiction of Incorporation) (Commission File |
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| September 2, 2025 |
Exhibit 99.1 ETHZilla Plans to Deploy $100 Million in ETH to EtherFi for Restaking Initiatives Partnership marks ETHZilla’s first engagement with DeFi protocols Company has accumulated 102,246 ETH at an average acquisition price of $3,948.72, valued at approximately $456 million Palm Beach, FL – September 2, 2025 – ETHZilla Corporation (Nasdaq: ETHZ), (the “Company” or “ETHZilla”), today announced |
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| September 2, 2025 |
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): August 28, 2025 ETHZilla Corporation (Exact Name of Registrant as Specified in Charter) Delaware 001-38105 90-1890354 (State or Other Jurisdiction of Incorporation) (Commission File N |
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| August 26, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by party other than the registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definit |
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| August 25, 2025 |
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): August 22, 2025 ETHZilla Corporation (Exact Name of Registrant as Specified in Charter) Delaware 001-38105 90-1890354 (State or Other Jurisdiction of Incorporation) (Commission File N |
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| August 25, 2025 |
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): August 22, 2025 ETHZILLA CORPORATION (Exact Name of Registrant as Specified in Charter) Delaware 001-38105 90-1890354 (State or Other Jurisdiction of Incorporation) (Commission File N |
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| August 25, 2025 |
Exhibit 99.1 ETHZilla announces authorization of $250 million stock repurchase program Company has accumulated 102,237 ETH at an average acquisition price of $3,948.72, which is now valued at approximately $489 million Announces implementation of proprietary Electric Asset Protocol to generate higher yields Palm Beach, FL – August 25, 2025 – ETHZilla Corporation (Nasdaq: ETHZ), (the “Company” or “ |
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| August 25, 2025 |
ETHZIlla CORPORATION AMENDED AND RESTATED SALES AGREEMENT Exhibit 1.1 ETHZIlla CORPORATION AMENDED AND RESTATED SALES AGREEMENT August 22, 2025 Clear Street LLC 4 World Trade Center New York, New York 10006 Ladies and Gentlemen: WHEREAS, ETHZilla Corporation, a Delaware corporation (formerly 180 Life Sciences Corp.) (the “Company”), entered into a Sales Agreement, dated as of August 13, 2025 (“Initial Agreement”), with Clear Street LLC (“Clear Street”), |
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| August 22, 2025 |
As filed with the Securities and Exchange Commission on August 22, 2025 As filed with the Securities and Exchange Commission on August 22, 2025 Registration No. |
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| August 22, 2025 |
Ex-Filing Fees CALCULATION OF FILING FEE TABLES S-3 ETHZilla Corp Table 1: Newly Registered and Carry Forward Securities Line Item Type Security Type Security Class Title Notes Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Newly Registered Securities Fees to be Paid Equity Common Stock (1) Other 220,206,917 $ 6. |
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| August 22, 2025 |
Ex-Filing Fees CALCULATION OF FILING FEE TABLES S-3 ETHZilla Corp Table 1: Newly Registered and Carry Forward Securities Line Item Type Security Type Security Class Title Notes Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Newly Registered Securities Fees to be Paid Equity Common Stock, $0. |
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| August 22, 2025 |
As filed with the Securities and Exchange Commission on August 22, 2025 As filed with the Securities and Exchange Commission on August 22, 2025 Registration No. |
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| August 22, 2025 |
As filed with the Securities and Exchange Commission on August 22, 2025 As filed with the Securities and Exchange Commission on August 22, 2025 Registration No. |
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| August 22, 2025 |
Ex-Filing Fees CALCULATION OF FILING FEE TABLES S-3 ETHZilla Corporation Table 1: Newly Registered and Carry Forward Securities Line Item Type Security Type Security Class Title Notes Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Newly Registered Securities Fees to be Paid Equity Common Stock, $0. |
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| August 22, 2025 |
ETHZILLA CORPORATION (f/k/a 180 LIFE SCIENCES CORP.) Up to $10,000,000,000 of Common Stock Filed Pursuant to Rule 424(b)(5) Registration No. 333-289811 PROSPECTUS SUPPLEMENT (To Prospectus dated August 22, 2025) ETHZILLA CORPORATION (f/k/a 180 LIFE SCIENCES CORP.) Up to $10,000,000,000 of Common Stock We previously entered into a Sales Agreement, dated August 13, 2025, as amended and restated as of August 22, 2025 or the Sales Agreement, with Clear Street LLC, or Clear Street, relating |
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| August 22, 2025 |
Ex-Filing Fees CALCULATION OF FILING FEE TABLES S-3 ETHZilla Corp Table 1: Newly Registered and Carry Forward Securities Line Item Type Security Type Security Class Title Notes Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Newly Registered Securities Fees to be Paid Equity Common Stock (1) Other 74,836,720 $ 6. |
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| August 22, 2025 |
Exhibit 4.1 Form of Indenture ETHZILLA CORPORATION as ISSUER and As INDENTURE TRUSTEE INDENTURE Dated as of , TABLE OF CONTENTS ARTICLE I DEFINITIONS AND INCORPORATION BY REFERENCE 1 Section 1.01 Definitions. 1 Section 1.02 Other Definitions. 4 Section 1.03 Incorporation by Reference of Trust Indenture Act. 4 Section 1.04 Rules of Construction. 4 ARTICLE II TILE SECURITIES 5 Section 2.01 Issuable |
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| August 21, 2025 |
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): August 14, 2025 ETHZilla Corporation (Exact Name of Registrant as Specified in Charter) Delaware 001-38105 90-1890354 (State or Other Jurisdiction of Incorporation) (Commission File N |
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| August 21, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 7, 2025 ETHZilla Corporation (Exact Name of Registrant as Specified in Charter) Delaware 001-38105 90-1890354 (State or Other Jurisdiction of Incorporation) |
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| August 18, 2025 |
ETHZilla Unveils New Brand Committed to Advancing Ethereum Treasury Strategy Exhibit 99.1 ETHZilla Unveils New Brand Committed to Advancing Ethereum Treasury Strategy News provided by ETHZilla Corporation à Share this article Company announces new ticker (formally ATNF) and will begin trading on NASDAQ under ETHZ on August 18, 2025 Company has accumulated 94,675 ETH at an average acquisition price of $3,902.20, which is now valued at approximately $419 million PALM BEACH, |
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| August 18, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 31, 2025 ETHZilla Corporation (Exact Name of Registrant as Specified in Charter) Delaware 001-38105 90-1890354 (State or Other Jurisdiction of Incorporation) |
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| August 18, 2025 |
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): August 18, 2025 ETHZilla Corporation (Exact Name of Registrant as Specified in Charter) Delaware 001-38105 90-1890354 (State or Other Jurisdiction of Incorporation) (Commission File N |
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| August 14, 2025 |
Up to $500,000,000 Common Stock Filed Pursuant to Rule 424(b)(5) Registration No. 333-288194 PROSPECTUS SUPPLEMENT (To Prospectus dated June 26, 2025) Up to $500,000,000 Common Stock We have entered into a Sales Agreement, dated August 13, 2025, or the Sales Agreement, with Clear Street LLC, or Clear Street, relating to shares of our common stock, par value $0.0001 per share, offered by this prospectus supplement and the accompa |
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| August 14, 2025 |
180 life sciences corp. SALES AGREEMENT Exhibit 1.1 180 life sciences corp. SALES AGREEMENT August 13, 2025 Clear Street LLC 4 World Trade Center New York, New York 10006 Ladies and Gentlemen: 180 Life Sciences Corp., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with Clear Street LLC (“Clear Street”), as follows: 1. Issuance and Sale of Shares. The Company agrees that, from time to time during the te |
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| August 14, 2025 |
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): August 13, 2025 180 LIFE SCIENCES CORP. (Exact Name of Registrant as Specified in Charter) Delaware 001-38105 90-1890354 (State or Other Jurisdiction of Incorporation) (Commission Fil |
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| August 13, 2025 |
Exhibit 3.1 CERTIFICATE OF AMENDMENT OF SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF 180 LIFE SCIENCES CORP. 180 Life Sciences Corp., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, DOES HEREBY CERTIFY: FIRST: The name of the corporation is 180 Life Sciences Corp. SECOND: The original name of the Company was KBL Merge |
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| August 13, 2025 |
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): August 8, 2025 180 LIFE SCIENCES CORP. (Exact Name of Registrant as Specified in Charter) Delaware 001-38105 90-1890354 (State or Other Jurisdiction of Incorporation) (Commission File |
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| August 13, 2025 |
Exhibit 3.2 THIRD AMENDED AND RESTATED BYLAWS OF ETHZilla Corporation (THE “CORPORATION”) Amended and Restated by the Board of Directors of the Corporation effective on August 6, 2021, September 4, 2023, and August 18, 2025 ARTICLE I OFFICES Section 1.1. Registered Office. The registered office of the Corporation within the State of Delaware shall be located at either (a) the principal place of bu |
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| August 12, 2025 |
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): August 12, 2025 180 LIFE SCIENCES CORP. (Exact Name of Registrant as Specified in Charter) Delaware 001-38105 90-1890354 (State or Other Jurisdiction of Incorporation) (Commission Fil |
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| August 12, 2025 |
Exhibit 99.1 180 Life Sciences (ETHZilla) Holds 82,186 ETH Company Initiates Institutional ETH Accumulation Strategy Palo Alto, Calif. – August 12, 2025 – 180 Life Sciences Corp. (Nasdaq: ATNF), dba ETHZilla (the “Company”, “180 Life Sciences” or “ETHZilla”), announced today that is has total holdings of 82,186 Ether (“ETH”) at an average acquisition price of $3,806.71, which is now valued at appr |
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| August 11, 2025 |
FORM OF SUBSEQUENT STRATEGIC ADVISOR WARRANT TO PURCHASE COMMON STOCK Exhibit 4.1 THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON THE EXERCISE OF THIS WARRANT (THE “SECURITIES”) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, ASSIGNED OR OTHERWISE DISPOSED OF EXCE |
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| August 11, 2025 |
Exhibit 10.2 FINAL FORM REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of August [ ], 2025, is by and among 180 Life Sciences Corp., a Delaware corporation with offices located at 3000 El Camino Real, Bldg. 4, Suite 200, Palo Alto, CA (the “Company”), and the undersigned buyers (each, a “Buyer,” and collectively, the “Buyers”). RECITALS A. In connecti |
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| August 11, 2025 |
Exhibit 10.4 Execution Version GUARANTY This GUARANTY, dated as of August 8, 2025 (this “Guaranty”), is made by each of the undersigned (each, a “Guarantor”, and collectively, the “Guarantors”), in favor of Hudson Bay PH XXII LLC, in its capacity as collateral agent (in such capacity, the “Collateral Agent” as hereinafter further defined) for the “Buyers” party to the Securities Purchase Agreement |
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| August 11, 2025 |
Exhibit 10.7 180 LIFE SCIENCES CORP. 2025 SECOND SUPPLEMENTAL OPTION INCENTIVE PLAN Adopted by the Board of Directors on August 8, 2025, subject to Stockholder Approval Prior to August 8, 2026 Article I. PURPOSES AND BACKGROUND 1.1 This 180 Life Sciences Corp. 2025 Second Supplemental Option Incentive Plan, as may be amended from time to time (the “Plan”), is intended to promote the interests of 1 |
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| August 11, 2025 |
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): August 7, 2025 180 LIFE SCIENCES CORP. (Exact Name of Registrant as Specified in Charter) Delaware 001-38105 90-1890354 (State or Other Jurisdiction of Incorporation) (Commission File |
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| August 11, 2025 |
180 LIFE SCIENCES CORP. 2025 SECOND SUPPLEMENTAL OPTION INCENTIVE PLAN STOCK OPTION AGREEMENT Exhibit 10.6 Option Number «OptionNumber» 180 LIFE SCIENCES CORP. 2025 SECOND SUPPLEMENTAL OPTION INCENTIVE PLAN STOCK OPTION AGREEMENT Unless otherwise defined herein, the terms in the Stock Option Agreement (the “Option Agreement”) have the same meanings as defined in the 180 Life Sciences Corp. 2025 Second Supplemental Option Incentive Plan (as amended from time to time) (the “Plan”). I. NOTICE |
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| August 11, 2025 |
Exhibit 99.1 Privileged & Confidential 180 Life Sciences Announces Closing of Private Offering of Approximately $156 Million of Convertible Notes Company intends to use the net proceeds from this financing primarily to rapidly increase its ETH holdings This milestone follows the announcement of the Company’s recently closed $425 million private placement Palo Alto, Calif. – August 11, 2025 – 180 L |
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| August 11, 2025 |
Exhibit 10.1 Execution Version SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of August 8, 2025 (the “Effective Date”), is by and among 180 Life Sciences Corp., a Delaware corporation with offices located at 3000 El Camino Real, Bldg. 4, Suite 200, Palo Alto, CA (the “Company”), and each of the investors listed on the Schedule of Buyers attached hereto |
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| August 11, 2025 |
Exhibit 10.3 Execution Version PLEDGE AND SECURITY AGREEMENT THIS PLEDGE AND SECURITY AGREEMENT, dated as of August 8, 2025 (this “Agreement”), among HUDSON BAY PH XXII LLC, as collateral agent (the “Agent”) on behalf of the Buyers now or hereafter party to the Securities Purchase Agreement (defined below), 180 Life Sciences Corp., a Delaware corporation with offices located at 3000 El Camino Real |
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| August 11, 2025 |
[FORM OF SENIOR SECURED CONVERTIBLE NOTE] Exhibit 4.2 Final Form [FORM OF SENIOR SECURED CONVERTIBLE NOTE] NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABS |
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| August 5, 2025 |
Exhibit 10.3 July 26, 2025 Dear Mr. Suckling: On behalf of 180 Life Sciences Corp., a Delaware corporation (the “Company”), I am pleased to extend to you an offer to join the Company’s Board of Directors (the “Board”), effective upon approval of your appointment by the Board of Directors. This offer is contingent upon (i) your completion of the enclosed Officers, Directors, Managers and Principal |
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| August 5, 2025 |
Exhibit 10.6 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of August 4, 2025, is entered into by and among 180 Life Science Corp., a Delaware corporation (the “Company”), and the several investors signatory hereto (individually as an “Investor” and collectively together with their respective permitted assigns, the “Investors”). Capitalized terms used |
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| August 5, 2025 |
Exhibit 10.5 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (this “Agreement”) is dated as of July 29, 2025, by and among 180 Life Sciences, Corp., a Delaware corporation (the “Company”), and each of the entities listed on Exhibit A attached to this Agreement (each, an “Investor” and together, the “Investors”). WHEREAS, the Company and the Investors are executing and delivering t |
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| August 5, 2025 |
180 LIFE SCIENCES CORP. STRATEGIC ADVISOR AGREEMENT Exhibit 10.7 180 LIFE SCIENCES CORP. STRATEGIC ADVISOR AGREEMENT This Strategic Advisor Agreement (the “Agreement”) is entered into effective as of July [], 2025 (the “Effective Date”) by and between 180 Life Sciences Corp., a Delaware corporation with a principal place of business at 3000 El Camino Real, Building 4, Suite 200, Palo Alto, California 94306 (the “Company”), and [], a [] with a princ |
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| August 5, 2025 |
Exhibit 10.1 ASSET MANAGEMENT AGREEMENT This ASSET MANAGEMENT AGREEMENT (this “Agreement”), effective August 4, 2025 (the “Effective Date”), is entered into by and between 180 Life Sciences Corp. (the “Client”), and Electric Treasury Edge, LLC (the “Asset Manager” and, together with the Client, the “Parties”). WHEREAS, the Client wishes to appoint the Asset Manager to manage certain assets of the |
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| August 5, 2025 |
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): July 31, 2025 180 LIFE SCIENCES CORP. (Exact Name of Registrant as Specified in Charter) Delaware 001-38105 90-1890354 (State or Other Jurisdiction of Incorporation) (Commission File |
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| August 5, 2025 |
Exhibit 99.1 180 Life Sciences Closes $425 Million Private Placement to Advance its Ethereum Treasury Strategy Company intends to use the net proceeds from this financing primarily to rapidly increase its ETH holdings Company plans to execute a differentiated yield generation program, with Company built for the Ethereum community, by the Ethereum community Palo Alto, Calif. – August 4, 2025 – 180 |
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| August 5, 2025 |
FORM OF INITIAL STRATEGIC ADVISOR WARRANT TO PURCHASE COMMON STOCK Exhibit 4.1 THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON THE EXERCISE OF THIS WARRANT (THE “SECURITIES”) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, ASSIGNED OR OTHERWISE DISPOSED OF EXCE |
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| August 5, 2025 |
Exhibit 10.2 July 25, 2025 Dear Ms. Heter: On behalf of 180 Life Sciences Corp., a Delaware corporation (the “Company”), I am pleased to extend to you an offer to join the Company’s Board of Directors (the “Board”), effective upon approval of your appointment by the Board of Directors. This offer is contingent upon (i) your completion of the enclosed Officers, Directors, Managers and Principal Sto |
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| July 30, 2025 |
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): July 28, 2025 180 LIFE SCIENCES CORP. (Exact Name of Registrant as Specified in Charter) Delaware 001-38105 90-1890354 (State or Other Jurisdiction of Incorporation) (Commission File |
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| July 30, 2025 |
Exhibit 99.2 Strictly Private & Confidential Project Eureka Investor Presentation July 2025 Disclaimer Strictly Private & Confidential 2 This presentation has been prepared by 180 Life Sciences Corp. (“180 Life Sciences” or the “Company”) solely for information purposes. This presentation does not constitute an offer to sell or the solicitation of an offer to buy or acquire securities of the Compa |
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| July 30, 2025 |
FORM OF INITIAL STRATEGIC ADVISOR WARRANT TO PURCHASE COMMON STOCK Exhibit 4.2 THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON THE EXERCISE OF THIS WARRANT (THE “SECURITIES”) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, ASSIGNED OR OTHERWISE DISPOSED OF EXCE |
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| July 30, 2025 |
180 LIFE SCIENCES CORP. 2025 SUPPLEMENTAL OPTION INCENTIVE PLAN STOCK OPTION AGREEMENT Exhibit 10.5 Option Number [Option Number] 180 LIFE SCIENCES CORP. 2025 SUPPLEMENTAL OPTION INCENTIVE PLAN STOCK OPTION AGREEMENT Unless otherwise defined herein, the terms in the Stock Option Agreement (the “Option Agreement”) have the same meanings as defined in the 180 Life Sciences Corp. 2025 Supplemental Option Incentive Plan (as amended from time to time)(the “Plan”). I. NOTICE OF STOCK OPTI |
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| July 30, 2025 |
Exhibit 99.3 Risks Related to our Proposed Ethereum Treasury Strategy and Ether Holdings Our financial results and the trading price of our common stock are likely to be affected by the market prices of Ether, which are highly volatile. Ethereum is a highly volatile asset, and fluctuations in the price of Ether are likely to influence our financial results and the market price of our common stock. |
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| July 30, 2025 |
180 LIFE SCIENCES CORP. STRATEGIC ADVISOR AGREEMENT Exhibit 10.3 180 LIFE SCIENCES CORP. STRATEGIC ADVISOR AGREEMENT This Strategic Advisor Agreement (the “Agreement”) is entered into effective as of July 29, 2025 (the “Effective Date”) by and between 180 Life Sciences Corp., a Delaware corporation with a principal place of business at 3000 El Camino Real, Building 4, Suite 200, Palo Alto, California 94306 (the “Company”), and [], a [] with a princ |
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| July 30, 2025 |
Exhibit 10.8 July 21, 2025 Dear Mr. Rudisill: On behalf of 180 Life Sciences Corp., a Delaware corporation (the “Company”), I am pleased to extend to you an offer to join the Company’s Board of Directors (the “Board”), effective upon approval of your appointment by the Board of Directors. This offer is contingent upon (i) your completion of the enclosed Officers, Directors, Managers and Principal |
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| July 30, 2025 |
FORM OF PRE-FUNDED WARRANT TO PURCHASE COMMON STOCK Exhibit 4.1 THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON THE EXERCISE OF THIS WARRANT (THE “SECURITIES”) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, ASSIGNED OR OTHERWISE DISPOSED OF EXCE |
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| July 30, 2025 |
Exhibit 10.4 180 LIFE SCIENCES CORP. 2025 SUPPLEMENTAL OPTION INCENTIVE PLAN Adopted by the Board of Directors on July 29, 2025, subject to Stockholder Approval Prior to July 29, 2026 Article I. PURPOSES AND BACKGROUND 1.1 This 180 Life Sciences Corp. 2025 Supplemental Option Incentive Plan, as may be amended from time to time (the “Plan”), is intended to promote the interests of 180 Life Sciences |
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| July 30, 2025 |
FIRST AMENDMENT TO SECURITIES PURCHASE AGREEMENT Exhibit 4.3 FIRST AMENDMENT TO SECURITIES PURCHASE AGREEMENT This FIRST AMENDMENT TO THE SECURITIES PURCHASE AGREEMENT (this “Amendment”) is dated as of July 28, 2024 by and between 180 Life Sciences Corp., a Delaware corporation (the “Company”), and the purchasers identified on the signature page hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”) |
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| July 30, 2025 |
Exhibit 10.2 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of July 29, 2025, is entered into by and among 180 Life Science Corp., a Delaware corporation (the “Company”), and the several investors signatory hereto (individually as an “Investor” and collectively together with their respective permitted assigns, the “Investors”). Capitalized terms used |
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| July 30, 2025 |
FIRST AMENDMENT TO AMENDED AND RESTATED EXECUTIVE CONSULTING AGREEMENT Exhibit 10.6 FIRST AMENDMENT TO AMENDED AND RESTATED EXECUTIVE CONSULTING AGREEMENT This First Amendment to Amended and Restated Executive Consulting Agreement (this “Amendment”), dated July , 2025, and effective for all purposes as of July , 2025 (the “Effective Date”), amends that certain Amended and Restated Executive Consulting Agreement dated June 17, 2025 (the “Consulting Agreement”), by and |
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| July 30, 2025 |
Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (this “Agreement”) is dated as of July 29, 2025, by and among 180 Life Sciences, Corp., a Delaware corporation (the “Company”), and each of the entities listed on Exhibit A attached to this Agreement (each, an “Investor” and together, the “Investors”). WHEREAS, the Company and the Investors are executing and delivering t |
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| July 30, 2025 |
Exhibit 99.1 FOR IMMEDIATE RELEASE 180 Life Sciences Announce an Upsized $425 Million Private Placement to Establish an Ether Treasury Reserve Led by Consortium of Digital Asset Leaders to Launch ETHZilla 180 Life Sciences announces entry into PIPE funding documents to raise $425 million in gross proceeds to launch next generation Ethereum treasury strategy and planned rebranding to ETHZilla Palo |
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| July 30, 2025 |
FIRST AMENDMENT TO SECURITIES PURCHASE AGREEMENT Exhibit 4.4 FIRST AMENDMENT TO SECURITIES PURCHASE AGREEMENT This FIRST AMENDMENT TO THE SECURITIES PURCHASE AGREEMENT (this “Amendment”) is dated as of July 28, 2024 by and between 180 Life Sciences Corp., a Delaware corporation (the “Company”), and the purchasers identified on the signature page hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”) |
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| July 24, 2025 |
Exhibit 10.2 FOURTH AMENDED AND RESTATED 180 LIFE SCIENCES CORP. 2022 OMNIBUS INCENTIVE PLAN Originally Adopted by the Board of Directors on April 26, 2022 and the Stockholders on June 14, 2022 Amended and Restated by the Stockholders on July 6, 2023, February 16, 2024, December 27, 2024 and July 24, 2025 PURPOSES This Fourth Amended and Restated 180 Life Sciences Corp. 2022 Omnibus Incentive Plan |
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| July 24, 2025 |
FOURTH AMENDMENT TO 180 LIFE SCIENCES CORP. 2022 OMNIBUS INCENTIVE PLAN Exhibit 10.1 FOURTH AMENDMENT TO 180 LIFE SCIENCES CORP. 2022 OMNIBUS INCENTIVE PLAN This Fourth Amendment (“Fourth Amendment”) to the 180 Life Sciences Corp. 2022 Omnibus Incentive Plan, as amended (the “2022 OIP”), is made and adopted by the Board of Directors of 180 Life Sciences Corp., a Delaware corporation (the “Company”), on June 25, 2025, effective as of the date of the Annual Meeting that |
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| July 24, 2025 |
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): July 24, 2025 180 LIFE SCIENCES CORP. (Exact Name of Registrant as Specified in Charter) Delaware 001-38105 90-1890354 (State or Other Jurisdiction of Incorporation) (Commission File |
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| July 24, 2025 |
Exhibit 107 CALCULATION OF FILING FEE TABLE FORM S-8 (Form type) 180 Life Sciences Corp. |
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| July 24, 2025 |
Exhibit 3.1 CERTIFICATE OF AMENDMENT OF SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF 180 LIFE SCIENCES CORP. 180 Life Sciences Corp., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, DOES HEREBY CERTIFY: FIRST: The name of the corporation is 180 Life Sciences Corp. SECOND: The original name of the Company was KBL Merge |
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| July 24, 2025 |
As filed with the Securities and Exchange Commission on July 24, 2025 As filed with the Securities and Exchange Commission on July 24, 2025 Registration No. |
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| July 23, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-38105 180 LIFE SCI |
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| July 14, 2025 |
Exhibit 10.5 FIRST AMENDMENT TO CONSULTING AGREEMENT This First Amendment to Consulting Agreement (this “Amendment”), dated July , 2025, and effective for all purposes as of July 31, 2025 (the “Effective Date”), amends that certain Consulting Agreement dated January 31, 2025, (such Consulting Agreement, the “Consulting Agreement”), as amended, by and between EVL Consulting, LLC (the “Consultant”), |
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| July 14, 2025 |
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): July 11, 2025 180 LIFE SCIENCES CORP. (Exact Name of Registrant as Specified in Charter) Delaware 001-38105 90-1890354 (State or Other Jurisdiction of Incorporation) (Commission File |
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| July 7, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by party other than the registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for use of the Commission only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy Stateme |
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| July 7, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ց ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 OR տ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from: to Commission File Number: 001-38105 180 LIFE SCIE |
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| July 1, 2025 |
180 Life Sciences Corp. Announces Strengthening of Legacy Intellectual Property Assets Exhibit 99.1 FOR IMMEDIATE RELEASE July 1, 2025 180 Life Sciences Corp. Announces Strengthening of Legacy Intellectual Property Assets Palo Alto, California, July 1, 2025 – 180 Life Sciences Corp. (NASDAQ: ATNF) (“180” or the “Company), an innovative biotechnology company that is currently pivoting to the global iGaming sector, today announced two significant value enhancements to its existing, le |
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| July 1, 2025 |
Financial Statements and Exhibits, Other Events 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): July 1, 2025 180 LIFE SCIENCES CORP. (Exact Name of Registrant as Specified in Charter) Delaware 001-38105 90-1890354 (State or Other Jurisdiction of Incorporation) (Commission File N |
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| June 30, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 12, 2025 180 LIFE SCIENCES CORP. (Exact Name of Registrant as Specified in Charter) Delaware 001-38105 90-1890354 (State or Other Jurisdiction of Incorporatio |
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| June 26, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by party other than the registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for use of the Commission only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy Stateme |
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| June 25, 2025 |
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): June 25, 2025 180 LIFE SCIENCES CORP. (Exact Name of Registrant as Specified in Charter) Delaware 001-38105 90-1890354 (State or Other Jurisdiction of Incorporation) (Commission File |
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| June 24, 2025 |
June 24, 2025 Blair Jordan Chief Executive Officer 180 Life Sciences Corp. 3000 El Camino Real, Bldg. 4, Suite 200 Palo Alto, CA 94306 Re: 180 Life Sciences Corp. Registration Statement on Form S-3 Filed June 20, 2025 File No. 333-288194 Dear Blair Jordan: This is to advise you that we have not reviewed and will not review your registration statement. Please refer to Rules 460 and 461 regarding re |
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| June 24, 2025 |
180 LIFE SCIENCES CORP. 3000 El Camino Real Bldg. 4, Suite 200 Palo Alto, CA 94306 June 24, 2025 Division of Corporation Finance VIA EDGAR U.S. Securities and Exchange Commission Washington D.C. 20549 Re: 180 Life Sciences Corp. Form S-3 Registration Statement File No. 333-288194 Acceleration Request Request Date: June 26, 2025 Request Time: 4:30 p.m. Eastern Time (or as soon thereafter as practic |
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| June 20, 2025 |
Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) 180 Life Sciences Corp. |
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| June 20, 2025 |
Unregistered Sales of Equity Securities, Other Events 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): June 17, 2025 180 LIFE SCIENCES CORP. (Exact Name of Registrant as Specified in Charter) Delaware 001-38105 90-1890354 (State or Other Jurisdiction of Incorporation) (Commission File |
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| June 20, 2025 |
Exhibit 4.3 180 LIFE SCIENCES CORP., Issuer AND [●], Trustee INDENTURE Dated as of [●], 20[●] Debt Securities TABLE OF CONTENTS ARTICLE 1 DEFINITIONS 1 Section 1.01 Definitions of Terms 1 ARTICLE 2 ISSUE, DESCRIPTION, TERMS, EXECUTION, REGISTRATION AND EXCHANGE OF SECURITIES 4 Section 2.01 Designation and Terms of Securities 4 Section 2.02 Form of Securities and Trustee’s Certificate 7 Section 2.0 |
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| June 20, 2025 |
As filed with the Securities and Exchange Commission on June 20, 2025 As filed with the Securities and Exchange Commission on June 20, 2025 Registration No. |
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| June 18, 2025 |
2025 Option Incentive Plan – Form of Stock Option Agreement (June 2025 Awards) Exhibit 10.3 Option Number [Option Number] 180 LIFE SCIENCES CORP. 2025 OPTION INCENTIVE PLAN STOCK OPTION AGREEMENT Unless otherwise defined herein, the terms in the Stock Option Agreement (the “Option Agreement”) have the same meanings as defined in the 180 Life Sciences Corp. 2025 Option Incentive Plan (as amended from time to time)(the “Plan”). I. NOTICE OF STOCK OPTION GRANT Optionee: [Holder |
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| June 18, 2025 |
180 Life Sciences Corp. 2025 Option Incentive Plan Exhibit 10.2 180 LIFE SCIENCES CORP. 2025 OPTION INCENTIVE PLAN Adopted by the Board of Directors on June 17, 2025, subject to Stockholder Approval Prior to June 17, 2026 Article I. PURPOSES AND BACKGROUND 1.1 This 180 Life Sciences Corp. 2025 Option Incentive Plan, as may be amended from time to time (the “Plan”), is intended to promote the interests of 180 Life Sciences Corp. (the “Company”) and |
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| June 18, 2025 |
Exhibit 10.6 AMENDED AND RESTATED EXECUTIVE CONSULTING AGREEMENT made this day of June 2025 AMONG 180 LIFE SCIENCES CORP. AND BLAIR JORDAN STRATEGY AND FINANCE CONSULTING INC. AND BLAIR JORDAN TABLE OF CONTENTS Page Part 1 INTERPRETATION 2 Interpretation 2 Engagement 2 Term 3 Responsibilities 3 General Responsibilities 3 Part 2 COMPENSATION 4 Fees 4 Incentive Bonus and Equity Grant 4 Vesting of Sh |
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| June 18, 2025 |
Exhibit 10.4 Restricted Stock Grant Number XX-XXXX 180 LIFE SCIENCES CORP. 2022 OMNIBUS INCENTIVE PLAN NOTICE OF RESTRICTED STOCK GRANT Capitalized but otherwise undefined terms in this Notice of Restricted Stock Grant and the attached Restricted Stock Grant Agreement shall have the same defined meanings as in the 180 Life Sciences Corp. 2022 Omnibus Incentive Plan (as amended and restated from ti |
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| June 18, 2025 |
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): June 12, 2025 180 LIFE SCIENCES CORP. (Exact Name of Registrant as Specified in Charter) Delaware 001-38105 90-1890354 (State or Other Jurisdiction of Incorporation) (Commission File |
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| June 18, 2025 |
Release Agreement dated June 12, 2025, by and between 180 Life Sciences Corp. and Mr. Jay Goodman Exhibit 10.1 RELEASE AGREEMENT This Release Agreement (this “Agreement”) dated June 12, 2025, is made by and between Jay Goodman, an individual (“Goodman”) and 180 Life Sciences Corp., a Delaware corporation (“180 Life”) (collectively referred to as the “Parties” or individually referred to as a “Party”). RECITALS WHEREAS, Goodman currently serves as a member of the Board of Directors of 180 Life; |
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| May 21, 2025 |
752,873 Shares of Common Stock Filed Pursuant to Rule 424(b)(3) Registration No. 333-287150 PROSPECTUS 752,873 Shares of Common Stock This prospectus relates to the possible resale or other disposition, from time to time, of up to 752,873 shares of common stock, par value $0.0001 per share, of 180 Life Sciences Corp., which we refer to as the “Company”, “we” or “us”, by the selling stockholders named in this prospectus or in su |
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| May 16, 2025 |
180 LIFE SCIENCES CORP. 3000 El Camino Real Bldg. 4, Suite 200 Palo Alto, CA 94306 May 16, 2025 Division of Corporation Finance VIA EDGAR U.S. Securities and Exchange Commission Washington D.C. 20549 Re: 180 Life Sciences Corp. Form S-3 Registration Statement File No. 333-287150 Acceleration Request Request Date: May 20, 2025 Request Time: 4:00 p.m. Eastern Time (or as soon thereafter as practicab |
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| May 15, 2025 |
May 15, 2025 Blair Jordan Chief Executive Officer 180 Life Sciences Corp. 3000 El Camino Real, Bldg. 4, Suite 200 Palo Alto, CA 94306 Re: 180 Life Sciences Corp. Registration Statement on Form S-3 Filed May 9, 2025 File No. 333-287150 Dear Blair Jordan: This is to advise you that we have not reviewed and will not review your registration statement. Please refer to Rules 460 and 461 regarding reque |
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| May 15, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-38105 180 LIFE SC |
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| May 9, 2025 |
As filed with the Securities and Exchange Commission on May 9, 2025 As filed with the Securities and Exchange Commission on May 9, 2025 Registration No. |
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| May 9, 2025 |
Exhibit 107 Calculation of Filing Fee Table Form S-3 (Form Type) 180 Life Sciences Corp. |
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| May 8, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 2) (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from: to Commission File Number: 001 |
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| May 1, 2025 |
Exhibit 99.1 FOR IMMEDIATE RELEASE 180 Life Sciences Corp. Announces Notice of Allowance for U.S. Patent Covering Novel Method to Prevent or Reduce Post-Operative Cognitive Dysfunction Palo Alto, Calif., May 1, 2025 — 180 Life Sciences Corp. (NASDAQ: ATNF) (“180 Life Sciences” or the “Company”), an innovative media and entertainment company focused on the global iGaming sector, with certain legacy |
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| May 1, 2025 |
Financial Statements and Exhibits, Other Events 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): May 1, 2025 180 LIFE SCIENCES CORP. (Exact Name of Registrant as Specified in Charter) Delaware 001-38105 90-1890354 (State or Other Jurisdiction of Incorporation) (Commission File Nu |
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| April 30, 2025 |
Exhibit 10.2 VOTING AGREEMENT THIS VOTING AGREEMENT, dated and effective April 28, 2025 (this “Agreement”), is made by and among Blair Jordan, an individual (“Jordan”) and Elray Resources, Inc. (the “Securityholder”); and 180 Life Sciences Corp. (the “Company”). RECITALS WHEREAS, the Securityholder holds 1,318,000 shares of the common stock of the Company (the “Shares”); WHEREAS, the entry into th |
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| April 30, 2025 |
180 Life Sciences Corp. Announces Share Repurchase Exhibit 99.1 180 Life Sciences Corp. Announces Share Repurchase Palo Alto, Calif., April 30, 2025 — 180 Life Sciences Corp. (NASDAQ: ATNF) (“180 Life Sciences,” the “Company,” “we,” or “us”) today announced that it has entered into a Settlement and Mutual Release Agreement (the “Agreement”) with Elray Resources, Inc. (“Elray”) and Luxor Capital, LLC (“Luxor”). The Agreement strengthens and simplif |
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| April 30, 2025 |
Exhibit 10.1 SETTLEMENT AND MUTUAL RELEASE AGREEMENT This Settlement and Mutual Release Agreement (this “Agreement”) dated and effective April 28, 2025 (except as otherwise expressly provided below)(the “Effective Date”), is by and between 180 Life sciences Corp., a Delaware corporation (“180”), Elray Resources, Inc. (“Elray”), and Luxor Capital, LLC (“Luxor”), each a “Party” and collectively the |
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| April 30, 2025 |
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): April 28, 2025 180 LIFE SCIENCES CORP. (Exact Name of Registrant as Specified in Charter) Delaware 001-38105 90-1890354 (State or Other Jurisdiction of Incorporation) (Commission File |
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| April 25, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1) (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from: to Commission File Number: 001 |
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| April 9, 2025 |
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): April 6, 2025 180 LIFE SCIENCES CORP. (Exact Name of Registrant as Specified in Charter) Delaware 001-38105 90-1890354 (State or Other Jurisdiction of Incorporation) (Commission File |
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| April 9, 2025 |
Exhibit 10.1 confidential SETTLEMENT AGREEMENT AND RELEASE This Settlement Agreement and Release (the “Agreement”) is made and entered into by and between 180 Life Sciences Corp., and its past, present, or future members, managers, parents, subsidiaries, affiliates, divisions, associated entities, partners, directors, officers, employees, owners, shareholders, principals, insurers, reinsurers, age |
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| April 1, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A (Amendment No. 2) 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 27, 2024 180 LIFE SCIENCES CORP. (Exact Name of Registrant as Specified in Charter) Delaware 001-38105 90-1890354 (State or Other Jurisdiction of Incorpor |
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| March 31, 2025 |
180 Life Sciences Corp. Second Amended And Restated Policy On Insider Trading Exhibit 19.1 180 LIFE SCIENCES CORP. SECOND AMENDED AND RESTATED POLICY ON INSIDER TRADING As Adopted by the Board of Directors on September 27, 2023 This Policy has been adopted by 180 Life Sciences Corp., and supersedes prior policy statements on this subject. It applies to all employees, consultants, directors, and officers of the Company and subsidiaries. 180 Life Sciences Corp. (the “Company” |
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| March 31, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from: to Commission File Number: 001-38105 180 LIFE SCIE |
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| February 25, 2025 |
Exhibit 10.2 VOTING AGREEMENT THIS VOTING AGREEMENT, dated and effective February 21, 2025 (this “Agreement”), is made by and among Blair Jordan, an individual (“Jordan”) and Dr. Marlene Krauss, an individual (the “Securityholder”); and 180 Life Sciences Corp. (the “Company”). RECITALS WHEREAS, the Securityholder holds 200,000 shares of the common stock of the Company (the “Shares”); and WHEREAS, |
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| February 25, 2025 |
Exhibit 10.1 MUTUAL SETTLEMENT AND GENERAL RELEASE AGREEMENT This Mutual Settlement and General Release Agreement (the "Agreement") is made and entered into by and between (1) 180 LIFE SCIENCES CORP. (“180 Life”), on the one hand, and (2) MARLENE KRAUSS (“Dr. Krauss”), and (3) KBL IV SPONSOR, LLC (“KBL Sponsor”) [hereinafter, Dr. Krauss and KBL Sponsor sometimes collectively referred to as the “Kr |
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| February 25, 2025 |
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): February 21, 2025 180 LIFE SCIENCES CORP. (Exact Name of Registrant as Specified in Charter) Delaware 001-38105 90-1890354 (State or Other Jurisdiction of Incorporation) (Commission F |
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| February 21, 2025 |
Exhibit 10.3 Restricted Stock Grant Number XX-XXXX 180 LIFE SCIENCES CORP. 2022 OMNIBUS INCENTIVE PLAN NOTICE OF RESTRICTED STOCK GRANT Capitalized but otherwise undefined terms in this Notice of Restricted Stock Grant and the attached Restricted Stock Grant Agreement shall have the same defined meanings as in the 180 Life Sciences Corp. 2022 Omnibus Incentive Plan (as amended and restated from ti |
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| February 21, 2025 |
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): February 15, 2025 180 LIFE SCIENCES CORP. (Exact Name of Registrant as Specified in Charter) Delaware 001-38105 90-1890354 (State or Other Jurisdiction of Incorporation) (Commission F |
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| February 21, 2025 |
Exhibit 10.2 EXECUTIVE CONSULTING AGREEMENT made this 21st day of February 2025 AMONG 180 LIFE SCIENCES CORP. AND BLAIR JORDAN STRATEGY AND FINANCE CONSULTING INC. AND BLAIR JORDAN TABLE OF CONTENTS Page Part 1 INTERPRETATION 2 Interpretation 2 Engagement 2 Term 3 Responsibilities 4 General Responsibilities 4 Part 2 COMPENSATION 4 Fees 4 Incentive Bonus and Equity Grant 4 Vesting of Shares 5 Expen |
