ETHZilla Corp 8-K

What Happened

• ETHZilla Corporation’s board adopted Fourth Amended and Restated Bylaws by unanimous written consent effective February 11, 2026. The changes update stockholder nomination and proposal procedures, reflect the SEC’s “universal proxy” rules, expand the board’s power to postpone or reschedule meetings, add a federal forum selection clause for Securities Act claims, and include other clarifying and Delaware-law conforming updates.
• On February 12, 2026 the company announced (via press release) that its subsidiary, ETHZilla Aerospace LLC, launched the Eurus Aero Token I — a tokenized real‑world asset instrument giving accredited investors tradable digital tokens tied to contractual revenue rights from commercial jet engines leased to a major U.S. air carrier. The offering is available exclusively through the Liquidity.io ecosystem and is intended to be up to approximately $11.9 million.

Key Details

• Bylaws adoption date: February 11, 2026; filed as Exhibit 3.1 to the Form 8‑K.
• Token launch announced: February 12, 2026; press release filed as Exhibit 99.1.
• Offering size: maximum intended amount approximately $11.9 million.
• Target investors: accredited investors only; distribution limited to the Liquidity.io platform.
• Notable bylaw changes: tightened disclosure and procedures for stockholder nominations/proposals, limits on nominee numbers, universal proxy compliance, expanded meeting postponement authority, and a federal Securities Act forum clause.

Why It Matters

• Governance: The bylaw changes may affect how shareholders nominate directors and bring proposals, and give the board broader control over meeting timing. The federal forum provision can affect where Securities Act claims must be litigated (stockholders are treated as consenting).
• Business / financial exposure: The Eurus Aero Token I creates a new, asset‑backed revenue exposure for investors tied to leased aircraft engines. At roughly $11.9M maximum, this is a modest, targeted offering through a specialized platform and limited to accredited investors — it is not a public equity raise.
• Investor takeaway: These are corporate governance and product‑offering developments rather than traditional earnings or executive changes. Retail investors should note the governance shifts and the company’s move into tokenized, asset‑backed offerings; for full terms and legal details consult the filed bylaws (Exhibit 3.1) and the press release (Exhibit 99.1).