ETHZilla Corp美股招股说明书(2025-08-22版)

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 SalesAgreement, with Clear Street LLC, or Clear Street, relating to shares of our common stock, par value $0.0001 per share, offered bythis prospectus supplement and the accompanying prospectus. In accordance with the terms of the Sales Agreement, we may offer andsell shares of our common stock having a maximum aggregate offering price of up to $10,000,000,000 from time to time throughClear Street, acting as our sales agent. As of the date of this prospectus, we have issued and sold 5,001,310 shares of our commonstock for aggregate gross proceeds of approximately $34.4 million pursuant to the initial Sales Agreement. From and after the date ofthis prospectus supplement, we will not sell any shares of our common stock under our at-the-market offering prospectus initially filedon August 13, 2025. Our common stock is listed on The Nasdaq Capital Market, or Nasdaq, under the symbol “ETHZ.” On August 21, 2025, the lastreported sale price of our common stock on Nasdaq was $4.81 per share. Sales of shares of our common stock, if any, made through Clear Street, acting as our sales agent, or directly to Clear Street, asprincipal, as contemplated in this prospectus supplement and the accompanying prospectus, may be made negotiated transactions ortransactions that are deemed to be “at the market offerings” as defined in Rule 415(a)(4) promulgated under the Securities Act of 1933,as amended, or the Securities Act. Clear Street is not required to sell any specific amount of shares of common stock, but will act asour sales agent using commercially reasonable efforts consistent with its normal trading and sales practices and applicable law andregulations, on mutually agreed terms between Clear Street and us. There is no arrangement for funds to be received in any escrow,trust or similar arrangement. The compensation to Clear Street for sales of common stock sold pursuant to the Sales Agreement will bein an amount up to 3.0% of the gross proceeds of any shares of common stock sold under the Sales Agreement. In connection with thesale of the common stock on our behalf, Clear Street may be deemed to be an “underwriter” within the meaning of the Securities Act,and the compensation of Clear Street may be deemed to be underwriting commissions or discounts. See “Plan of Distribution”beginning on page S-9 for additional information regarding the compensation to be paid to Clear Street. We have also agreed toprovide indemnification and contribution to Clear Street with respect to certain liabilities, including liabilities under the Securities Actor the Securities Exchange Act of 1934, as amended, or the Exchange Act. Under the terms of the Sales Agreement, we also may sell our common stock to Clear Street, as principal for its own account, at aprice agreed upon at the time of sale. If we sell our common stock to Clear Street, as principal, we will enter into a separate agreementwith Clear Street, setting forth the terms of such transaction, and we will describe the agreement in a separate prospectus supplementor pricing supplement. Investing in our common stock involves a high degree of risk. You should read this prospectus supplement, the accompanyingprospectus and the documents incorporated by reference herein and therein before you make your investment decision. See“Risk Factors” beginning on page S-3 of this prospectus supplement and page 2 of the accompanying prospectus, and undersimilar headings in the other documents incorporated by reference herein, to read about risks that you should consider beforemaking a decision to purchase shares of our common stock. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of thesesecurities or determined if this prospectus supplement is truthful or complete. Any representation to the contrary is a criminaloffense. Clear Street The date of this prospectus supplement is August 22, 2025. Prospectus Supplement PageABOUT THIS PROSPECTUS SUPPLEMENTS-iiPROSPECTUS SUPPLEMENT SUMMARYS-1RISK FACTORSS-3CAUTIONARY NOTE REGARDING FORWARD-LOOKING INFORMATIONS-5USE OF PROCEEDSS-8DIVIDEND POLICYS-8PLAN OF DISTRIBUTIONS-9LEGAL MATTERSS-11EXPERTSS-11WHERE YOU CAN FIND MORE INFORMATIONS-11INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCES-12 Prospectus PageABOUT THIS PROSPECTUSiiCAUTIONARY NOTE REGARDING FORWARD-LOOKING INFORMATIONiiiBUSINESS SUMMARY1RISK FACTORS2USE OF PROCEEDS3DESCRIPTION OF SECURITIES3DESCRIPTION OF COMMON STOCK4DESCRIPTION OF PREFERRED STOCK7DESCRIPTION OF WARRANTS11DESCRIPTION OF DEBT SECURITIES12DESCRIPTION OF RIGHTS19DESCRIPTION OF UNITS20PLAN OF DISTRIBUTION23LEGAL MATTERS25EXPERTS25WHERE YOU CAN FIND MORE INFORMATION25INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE26 ABOUT THIS PROSPECTUS SUPPLEMENT Th