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))

☐	Definitive Proxy Statement

☐	Definitive Additional Materials

☐	Soliciting Material under § 240 14a-12

ETHZILLA CORPORATION
(Name of Registrant as Specified in its Charter)

Payment of Filing Fee (Check all boxes that apply):

☒	No fee required

☐	Fee paid previously with preliminary materials

☐	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

PRELIMINARY PROXY STATEMENT — SUBJECT TO COMPLETION

DATED AUGUST 26, 2025

2875 South Ocean Blvd., Suite 200

Palm Beach, Florida 33480

__________, 2025

To Our Stockholders:

The Board of Directors (“Board”) and officers of ETHZilla Corporation, a Delaware corporation (the “Company”), join us in extending to you a cordial invitation to attend a virtual special meeting of stockholders, which we refer to as the Special Meeting or the Meeting, to be held (subject to postponement(s) or adjournment(s) thereof):

Date:	October 7, 2025
Time:	9:00 am Pacific Time
Virtual Meeting Site: https://edge.media-server.com/mmc/go/ethz2025SGM

You will not be able to attend the Special Meeting physically. The Special Meeting will be held via an audio teleconference. Stockholders may attend, vote and submit questions during the Special Meeting via the Internet by logging in at https://edge.media-server.com/mmc/go/ethz2025SGM, with your Control ID and Request ID, and thereafter following the instructions to join the virtual meeting. In addition to voting by submitting your proxy prior to the Special Meeting and/or voting online as discussed herein, you also will be able to vote your shares electronically during the Special Meeting with your Request ID.

The Notice of Special Meeting (“the “Notice”) and Proxy Statement (the “Proxy Statement”), is also available at https://www.iproxydirect.com/ethz or https://edge.media-server.com/mmc/go/ethz2025SGM. This website also includes copies of our Annual Report on Form 10-K for the year ended December 31, 2024, which we refer to as the annual report. Stockholders may also request a copy of the Proxy Statement and our annual report by contacting our main office at (650) 507-0669.

In connection with the Special Meeting, you will be asked to consider and vote on certain proposals, which are more fully described in the accompanying Proxy Statement. Whether or not you plan to attend the Special Meeting, we urge you to read the Proxy Statement (and any documents incorporated into the Proxy Statement by reference) and consider such information carefully before voting. The Proxy Statement describes the business to be considered and acted upon by the stockholders at the Special Meeting. Please review these materials and vote your shares.

Your vote is very important. Even if you plan to attend the Special Meeting virtually, if you are a holder of record of voting stock please submit your proxy by mail, fax, Internet or telephone as soon as possible to make sure that your shares are represented at the Special Meeting. If you hold your shares of Company stock in “street name” through a bank, broker, or other nominee, you must vote in accordance with the voting instructions provided to you by such bank, broker, or other nominee, which include instructions for voting by mail, Internet or telephone.

Our Board encourages your participation in the Company’s electoral process and, to that end, solicits your proxy with respect to the matters described in the Proxy Statement. Your vote and participation in our governance is very important to us.

Sincerely,

/s/ Blair Jordan
Blair Jordan
Chief Executive Officer and Director

Our Proxy Statement and Annual Report on Form 10-K for the year ended December 31, 2024 are available at the following cookies-free website that can be accessed anonymously: https://www.iproxydirect.com/ethz or https://edge.media-server.com/mmc/go/ethz2025SGM. Stockholders may also vote prior to the meeting at https://www.iproxydirect.com/ethz.

ETHZILLA CORPORATION
2875 South Ocean Blvd., Suite 200

Palm Beach, Florida 33480

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD ON OCTOBER 7, 2025

To the Stockholders of ETHZilla Corporation:

We are pleased to provide you notice of, and to invite you to attend, a Special Meeting of the stockholders of ETHZilla Corporation, a Delaware corporation (“ETHZilla”, the “Company”, “we” and “us”), which will be held on October 7, 2025, at 9:00 am, Pacific Time (subject to postponement(s) or adjournment(s) thereof), which we refer to as the Special Meeting, or the “Meeting”. The meeting will be held virtually via live audio webcast at https://edge.media-server.com/mmc/go/ethz2025SGM. See also “Instructions For The Virtual Special Meeting”, beginning on page 1. The Special Meeting is being held for the following purposes:

To elect one Class I director to the Board to serve a term expiring at the Annual Meeting of stockholders to be held in 2027 and until such director’s successor has been elected and qualified, or until such director’s resignation or removal. The Board has nominated Jason New to serve as a Class I director and recommends that you vote “FOR” the election of Jason New to serve as a Class I director (the “Director Proposal”).

To approve the adoption of the ETHZilla Corporation 2025 Omnibus Incentive Plan. The Board recommends that you approve and ratify the ETHZilla Corporation 2025 Omnibus Incentive Plan (the “Omnibus Plan Proposal”).

	3.	*To approve the adoption of the ETHZilla Corporation 2025 Supplemental Option Incentive Plan.* The Board recommends that you approve and ratify the ETHZilla Corporation 2025 Supplemental Option Incentive Plan (the “2025 Supplemental Plan Proposal”).

	4.	*To approve the adoption of the ETHZilla Corporation 2025 Second Supplemental Option Incentive Plan.* The Board recommends that you approve and ratify the ETHZilla Corporation 2025 Second Supplemental Option Incentive Plan (the “Second 2025 Supplemental Plan Proposal”).

	5.	To approve for purposes of complying with Section 5635(d) of the Listing Rules (the “Nasdaq Listing Rules”) of the Nasdaq Stock Market LLC, the issuance of shares of the Company’s common stock underlying senior secured convertible notes issued by us pursuant to the terms of that certain Securities Purchase Agreement, dated August 8, 2025 (the “Securities Purchase Agreement”), between the Company and the investors named therein, without giving effect to the exchange cap in such senior secured convertible notes in an amount that may be equal to or exceed 20% of our common stock outstanding immediately prior to the issuance of such senior secured convertible notes (the “CN Nasdaq 20% Cap Removal Proposal”). The Board unanimously recommends that the stockholders vote “FOR” the approval of the CN Nasdaq 20% Cap Removal Proposal.

	6.	To approve an Amendment to the Company’s Second Amended and Restated Certificate of Incorporation to increase the Company’s authorized number of shares of common stock, par value $0.0001 per share (the “common stock”) from one billion (1,000,000,000) shares to five billion (5,000,000,000) shares. The Board recommends that you approve an Amendment to the Company’s Second Amended and Restated Certificate of Incorporation to increase the Company’s authorized number of shares of common stock from one billion (1,000,000,000) shares to five billion (5,000,000,000) shares (the “Authorized Shares Increase Proposal”).

	7.	*To approve amendments to the Company’s Second Amended and Restated Certificate of Incorporation to remove obsolete provisions and make certain other clarifying, technical and conforming changes.* The Board unanimously recommends that the stockholders vote “FOR” the approval of the Clean-Up Amendment Proposal.

	8.	*To approve the adjournment of the Special Meeting, if necessary.* The Board recommends that you approve the adjournment of the Special Meeting, if necessary, to solicit additional proxies if there are not sufficient votes at the time of the Special Meeting to approve the Director Proposal, the Omnibus Plan Proposal, the 2025 Supplemental Plan Proposal, the Second 2025 Supplemental Plan Proposal, the CN Nasdaq 20% Cap Removal Proposal, the Authorized Share Increase Proposal and/or the Clean-Up Amendment Proposal.

	9.	*To transact such other business as may properly come before the Special Meeting.*

THE BOARD UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” ALL PROPOSALS.

Any action may be taken on any one of the foregoing proposals at the Meeting on the date specified above or on any date or dates to which the Meeting may be postponed or adjourned. We do not expect to transact any other business at the Special Meeting. Our Board has fixed the close of business on August 20, 2025, as the record date for determining those stockholders entitled to vote at the Special Meeting and any adjournment or postponement thereof. Accordingly, only common stockholders of record at the close of business on that date are entitled to notice of, and to vote at, the Special Meeting.

We cordially invite you to attend the Special Meeting. However, to ensure your representation at the Special Meeting, please authorize the individuals named on your proxy card to vote your shares by calling the toll-free telephone number, faxing your proxy card or by using the Internet as described in the instructions included with your proxy card or voting instruction card. Alternatively, if you received a paper copy of the proxy card by mail, please complete, date, sign and promptly return the proxy card. This will not prevent you from voting at the meeting, but will help to secure a quorum and avoid added solicitation costs. If your shares are held in “street name” by your broker or other nominee, only that holder can vote your shares and the vote cannot be cast unless you provide instructions to your broker. You should follow the directions provided by your broker regarding how to instruct your broker to vote your shares. Your proxy may be revoked at any time before it is voted. Please review the Proxy Statement accompanying this notice for more complete information regarding the matters to be voted on at the meeting.

The enclosed Proxy Statement is first being mailed to stockholders on or about , 2025, and is also available at https://www.iproxydirect.com/ethz or https://edge.media-server.com/mmc/go/ethz2025SGM. This website also includes our Annual Report on Form 10-K for the year ended December 31, 2024, which we refer to as the 2024 Annual Report. Stockholders may also request a copy of the Proxy Statement and our annual report by contacting our main office at (650) 507-0669.

SEC Form PRE 14A filed by 180 Life Sciences Corp.