SEC FORM 4 SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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X
 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
  
 Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
ELRAY RESOURCES, INC.
(Last) (First) (Middle)
3651 LINDELL ROAD, SUITE D131
(Street)
LAS VEGAS NV 89103
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
ETHZilla Corp [ ETHZ ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
Officer (give title below) X Other (specify below)
Former 10% Owner
3. Date of Earliest Transaction (Month/Day/Year)
07/27/2025
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 07/27/2025 X 3,000,000 A $1.68 4,318,000(2) D
Common Stock 07/27/2025 S(1) 1,680,000 D $3 2,638,000(2) D
Common Stock 08/07/2025 S 135,257 D $3.56(3) 2,502,743(2) D
Common Stock 08/08/2025 S 777,595 D $3.18(4) 1,725,148(2) D
Common Stock 08/11/2025 S 405,148 D $3.17(5) 1,320,000(2) D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Common Stock Purchase Warrants $1.68 07/27/2025 X(1) 3,000,000 12/27/2024 09/30/2031 Common Stock 3,000,000 $0.0 0 D
Explanation of Responses:
1. On July 27, 2025, Elray Resources, Inc. exercised Common Stock Purchase Warrants to purchase 3,000,000 shares of the Issuer's common stock at an exercise price of $1.68 per share. Elray Resources, Inc. paid the exercise price on a cashless basis, resulting in the Issuer withholding of 1,680,000 of the warrant shares to pay the exercise price and issuing to the reporting person the remaining 1,320,000 shares.
2. Includes 1,318,000 shares of Common Stock that are expected to be repurchased by the Issuer following the date of this Form 4 pursuant to the terms of that certain Settlement and Release Agreement dated and effective April 23, 2024, by and between the Issuer, Elray Resources, Inc. and Luxor Capital, LLC, as previously disclosed.
3. This transaction was executed in multiple trades at prices ranging from $3.83 to $3.40, inclusive. The price reported above reflects the weighted average sales price. The Reporting Person hereby undertakes to provide upon request to the Securities and Exchange Commission staff, the Issuer or a security holder of the Issuer, full information regarding the number of shares and prices at which the transaction was effected.
4. This transaction was executed in multiple trades at prices ranging from $4.84 to $3.00, inclusive. The price reported above reflects the weighted average sales price. The Reporting Person hereby undertakes to provide upon request to the Securities and Exchange Commission staff, the Issuer or a security holder of the Issuer, full information regarding the number of shares and prices at which the transaction was effected.
5. This transaction was executed in multiple trades at prices ranging from $3.37 to $3.00, inclusive. The price reported above reflects the weighted average sales price. The Reporting Person hereby undertakes to provide upon request to the Securities and Exchange Commission staff, the Issuer or a security holder of the Issuer, full information regarding the number of shares and prices at which the transaction was effected.
Remarks:
Elray Resources, Inc., by /s/ Anthony Brian Goodman, CEO 08/18/2025
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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