Item 3.02 Unregistered Sales of Equity Securities.

On August 14, 2025, holders of warrants to purchase 1,658 shares of common stock of ETHZilla Corporation (the "Company"), with an exercise price of $2.65 per share, exercised such warrants for cash, and 1,658 shares common stock were issued to such holders.

On August 19, 2025, a holder of pre-funded warrants to purchase 1,940,112 shares of common stock of the Company with an exercise price of $0.0001 per share, exercised such warrants for cash, and such shares are in the process of being issued as of the date of this Report.

The exercises of the warrants were exempt from registration pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended, since the foregoing did not involve a public offering and the holders were accredited investors.