ETHZilla Corp 2025年季度报告

FORM10-Q (Mark One)☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period endedSeptember 30,2025 ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period fromto Commission file number:001-38105 ETHZilla Corporation(Exact name of registrant as specified in its charter) (650)507-0669(Registrant’s telephone number, including area code) Securities registered pursuant to Section 12(b) of the Act: Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),and (2) has been subject to such filing requirements for the past 90 days.Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that theregistrant was required to submit such files).Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smallerreporting company or an emerging growth company. See definitions of “large accelerated filer”, “accelerated filer”, “smaller reportingcompany”, and “emerging growth company” in Rule12b-2 of the Exchange Act. If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes☐No☒ As of November 12, 2025,21,398,839shares of common stock, par value $0.0001 per share, were issued and outstanding. Theforegoing reflects the reverse stock split of the registrant’s common stock that became effective on October 20, 2025 and began tradingon a post-split adjusted basis on October 20, 2025. ETHZILLA CORPORATION,FORMERLY180 LIFE SCIENCES CORP. AND SUBSIDIARIESFORM 10-QFOR THE NINE MONTHS ENDED SEPTEMBER 30, 2025 TABLE OF CONTENTS PART I – FINANCIAL INFORMATION1 Item 1.Financial Statements1Condensed Consolidated Balance Sheets1Condensed Consolidated Statements of Operations and Comprehensive Loss2Condensed Consolidated Statements of Changes in Stockholders’ Equity (Deficit)3Condensed Consolidated Statements of Cash Flows4Notes to Unaudited Condensed Consolidated Financial Statements5Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations39Item 3.Quantitative and Qualitative Disclosures About Market Risk.72Item 4.Controls and Procedures.72 Item 1.Legal Proceedings.74Item 1A.Risk Factors.74Item 2.Unregistered Sales of Equity Securities and Use of Proceeds99Item 3.Defaults upon Senior Securities.100Item 4.Mine Safety Disclosures.100Item 5.Other Information.100Item 6.Exhibits.102 PART I – FINANCIAL INFORMATION Total Liabilities and Stockholders’ Equity ETHZILLA CORPORATION,FORMERLY180 LIFE SCIENCES CORP. AND SUBSIDIARIESCondensed Consolidated Statements of Operations and Comprehensive Loss(unaudited) For the Three MonthsEndedFor the Nine MonthsEndedSeptember 30,September 30,2025202420252024 The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. ETHZilla CORPORATION,FORMERLY180 LIFE SCIENCES CORP. AND SUBSIDIARIESNotes to Unaudited Condensed Consolidated Financial Statements(unaudited) NOTE 1 - BUSINESS ORGANIZATION AND NATURE OF OPERATIONS ETHZilla CORPORATION, formerly 180 Life Sciences Corp., formerly known as KBL Merger Corp. IV (“180LS”, ortogether with its subsidiaries, the “Company”), was a blank check company organized under the laws of the State of Delaware onSeptember 7, 2016. The Company was formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase,reorganization, or similar business combination withoneor more businesses. 180 Life Corp. (“180”, f/k/a 180 Life Sciences Corp. and CannBioRx Life Sciences Corp.) is a wholly-owned subsidiary ofthe Company and was incorporated in the State of Delaware on January 28, 2019. The Company is located in the UnitedStates(“U.S.”) and is a medical pharmaceutical company focused upon unmet medical needs in the areas of inflammatory diseases, fibrosis,and chronic pain by employing innovative research and, where appropriate, combination therapies, through 180’s three wholly-ownedsubsidiaries, 180Therapeutics L.P. (“180 LP”), CannBioRex Pharmaceuticals Corp. (“CBR Pharma”), and Katexco PharmaceuticalsCorp. (“Katexco”). 180 LP, CBR Pharma and Katexco are together, the “180 Subsidiaries.” Katexco was incorporated on March 7,2018 and CBR Pharma was incorpo