Management Change/Compensation, Termination of Material Agreement (Form 8-K)

Item 1.02 Termination of a Material Definitive Agreement.

The information and description of the Jordan Separation Agreement and termination of the Jordan Consulting Agreement in Item 5.02below is incorporated by reference into this Item 1.02in their entirety. No material early termination penalties were incurred in connection with the termination of the Jordan Consulting Agreement, except as discussed in Item 5.02, below, and incorporated by reference in this Item 1.02.

As previously disclosed, on February 5, 2025, Dr. James Woody entered into a Voting Agreement with ETHZilla Corporation (the "Company", "we" and "us") and Blair Jordan, the Company's then Chief Executive Officer, solely for the benefit of the Company. Under the Voting Agreement, Dr. Woody agreed to vote the shares of common stock of the Company held by Dr. Woody, as recommended by the Board of Directors, until the earliest of (i) February 5, 2026, (ii) the date after August 5, 2025, that Dr. Woody sold all of the shares, or (iii) the date the Company terminated the Voting Agreement. To facilitate this arrangement, Dr. Woody granted Mr. Jordan (or his assigns) an irrevocable proxy to vote the shares in accordance with the agreement. Effective on September 3, 2025, the Company terminated the Voting Agreement, and Mr. Jordan's voting proxy for such shares of common stock of the Company held by Dr. Woody was also terminated on September 3, 2025.

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

Mr. Blair Jordan resigned as Chief Executive Officer (Principal Executive Officer), director and Secretary of the Company effective on September 4, 2025.

As previously disclosed, on June 17, 2025, the Company entered into an Amended and Restated Executive Consulting Agreement with Mr. Blair Jordan, the Chief Executive Officer, director and Secretary of the Company, and Blair Jordan Strategy and Finance Consulting Inc. (an entity owned by Mr. Jordan) ("Jordan Consulting") dated June 17, 2025 (the "Jordan Consulting Agreement"), which replaced a prior agreement between the parties. Pursuant to the Jordan Consulting Agreement, the Company agreed to continue to engage Jordan Consulting to provide the services of Mr. Jordan to the Company as Chief Executive Officer of the Company through the term of the agreement, which was to continue through December 31, 2027, unless otherwise terminated pursuant to the terms of the agreement.

On September 4, 2024, Mr. Jordan and Jordan Consulting entered into a Separation and Release Agreement with the Company (the "Jordan Separation Agreement").

Pursuant to the Jordan Separation Agreement, the Company agreed to (a) pay Jordan Consulting $1,350,000 in cash, which would be the amount payable to Jordan Consulting pursuant to the terms of the Jordan Consulting Agreement, in the event the Board of Directors of the Company decided that Mr. Jordan should step down from the role of Chief Executive Officer of the Company, and such departure was not considered a termination for just cause by the Company or a resignation for good reason by Mr. Jordan under the Jordan Consulting Agreement (the "Cash Payment"); (b) execute an assignment in order to transfer any and all rights and ownership to the design or domain of "Volaro" to Jordan Consulting (the "Volaro Ownership"); and (c) confirm that certain of Jordan Consulting's options that have been granted are fully vested subject to stockholder approval. The Company also agreed that if stockholder approval for such options held by Jordan Consulting which are subject to stockholder approval is not received at the planned meeting of shareholders to be held on October 7, 2025, the Company would use commercially reasonable best efforts to hold at least one additional meeting of shareholders of the Company to obtain such stockholder approval. The Cash Payment and Volaro Ownership transfer are required to be paid/affected within three days of the date of Mr. Jordan's resignation.