ETHZilla Corporation Special Meeting Summary (Dec 16, 2025)

The Special Meeting is called primarily to address Nasdaq compliance regarding recent debt financing.

• Proposal 1: CN Nasdaq 20% Cap Removal: Seeks stockholder approval to eliminate the Exchange Cap limiting conversion of $350M New Convertible Notes (issued Sept 2025) into common stock, which is necessary to satisfy Nasdaq Listing Rule 5635(d).
• Critical Dilution Risk: If the cap is not removed, the Company may be forced into cash repayment obligations, potentially harming business plans, or