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ETHZilla Corp Major Shareholding Notification 2025

Jan 4, 2025

33039_mrq_2025-01-03_eaaa7a7e-0c4b-42f6-8ed5-37aa3b89d303.zip

Major Shareholding Notification

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xml version="1.0" encoding="UTF-8"? SCHEDULE 13G Field: Pseudo-Tag; ID: Name; Data: INTRACOASTAL CAPITAL, LLC 0001646799 XXXXXXXX LIVE Common stock, par value $0.0001 per share 12/27/2024 0001690080 180 Life Sciences Corp. 68236V302 3000 El Camino Real, Bldg. 4, Suite 200, Palo Alto, CA 94306 Rule 13d-1(c) Mitchell P. Kopin X1 0.00 165293.00 0.00 135493.00 165293.00 N 4.99 HC IN Daniel B. Asher X1 0.00 165293.00 0.00 135493.00 165293.00 N 4.99 HC IN Intracoastal Capital LLC DE 0.00 165293.00 0.00 135493.00 165293.00 N 4.99 OO 180 Life Sciences Corp. 3000 El Camino Real, Bldg. 4, Suite 200, Palo Alto, CA 94306 This Schedule 13G is being filed on behalf of (i) Mitchell P. Kopin, an individual ("Mr. Kopin"), (ii) Daniel B. Asher, an individual ("Mr. Asher") and (iii) Intracoastal Capital LLC, a Delaware limited liability company ("Intracoastal" and together with Mr. Kopin and Mr. Asher, collectively the "Reporting Persons"). The principal business office of Mr. Kopin and Intracoastal is 245 Palm Trail, Delray Beach, Florida 33483. The principal business office of Mr. Asher is 111 W. Jackson Boulevard, Suite 2000, Chicago, Illinois 60604. Mr. Kopin is a citizen of the United States of America. Mr. Asher is a citizen of the United States of America. Intracoastal is a Delaware limited liability company. Y (i) Immediately following the execution of the Securities Purchase Agreement with the Issuer on December 27, 2024 (the "SPA") (as disclosed in the Form 8-K filed by the Issuer with the Securities and Exchange Commission on December 30, 2024), each of the Reporting Persons may have been deemed to have beneficial ownership of 217,000 shares of Common Stock to be issued to Intracoastal at the closing of the transaction contemplated by the SPA, and all such shares of Common Stock represent beneficial ownership of approximately 9.9% of the Common Stock, based on (1) 1,976,999 shares of Common Stock outstanding as of December 27, 2024, as reported to by the Issuer, plus (2) 217,000 shares of Common Stock to be issued to Intracoastal at the closing of the transaction contemplated by the SPA. The foregoing excludes (I) 217,000 shares of Common Stock issuable upon exercise of a warrant to be issued to Intracoastal at the closing of the transaction contemplated by the SPA ("Intracoastal Warrant 1") because Intracoastal Warrant 1 contains a blocker provision under which the holder thereof does not have the right to exercise Intracoastal Warrant 1 to the extent (but only to the extent) that such exercise would result in beneficial ownership by the holder thereof, together with the holder's affiliates, and any other persons acting as a group together with the holder or any of the holder's affiliates, of more than 4.99% of the Common Stock, (II) 741 shares of Common Stock issuable upon exercise of a warrant held by Intracoastal ("Intracoastal Warrant 2") because Intracoastal Warrant 2 contains a blocker provision under which the holder thereof does not have the right to exercise Intracoastal Warrant 2 to the extent (but only to the extent) that such exercise would result in beneficial ownership by the holder thereof, together with the holder's affiliates, and any other persons acting as a group together with the holder or any of the holder's affiliates, of more than 4.99% of the Common Stock and (III) 855 shares of Common Stock issuable upon exercise of a second warrant held by Intracoastal ("Intracoastal Warrant 3") because Intracoastal Warrant 3 contains a blocker provision under which the holder thereof does not have the right to exercise Intracoastal Warrant 3 to the extent (but only to the extent) that such exercise would result in beneficial ownership by the holder thereof, together with the holder's affiliates, and any other persons acting as a group together with the holder or any of the holder's affiliates, of more than 4.99% of the Common Stock. Without such blocker provisions, each of the Reporting Persons may have been deemed to have beneficial ownership of 435,596 shares of Common Stock. (ii) As of the close of business on January 3, 2025, each of the Reporting Persons may have been deemed to have beneficial ownership of 165,293 shares of Common Stock, which consisted of (i) 29,800 shares of Common Stock held by Intracoastal and (ii) 135,493 shares of Common Stock issuable upon exercise of Intracoastal Warrant 1, and all such shares of Common Stock represented beneficial ownership of approximately 4.99% of the Common Stock, based on (1) 1,976,999 shares of Common Stock outstanding as of December 27, 2024, as reported to by the Issuer, plus (2) 1,200,000 shares of Common Stock in the aggregate issued at the closing of transaction contemplated by the SPA and (3) 135,493 shares of Common Stock issuable upon exercise of Intracoastal Warrant 1. The foregoing excludes (I) 81,507 shares of Common Stock issuable upon exercise of Intracoastal Warrant 1 because Intracoastal Warrant 1 contains a blocker provision under which the holder thereof does not have the right to exercise Intracoastal Warrant 1 to the extent (but only to the extent) that such exercise would result in beneficial ownership by the holder thereof, together with the holder's affiliates, and any other persons acting as a group together with the holder or any of the holder's affiliates, of more than 4.99% of the Common Stock, (II) 741 shares of Common Stock issuable upon exercise of Intracoastal Warrant 2 because Intracoastal Warrant 2 contains a blocker provision under which the holder thereof does not have the right to exercise Intracoastal Warrant 2 to the extent (but only to the extent) that such exercise would result in beneficial ownership by the holder thereof, together with the holder's affiliates, and any other persons acting as a group together with the holder or any of the holder's affiliates, of more than 4.99% of the Common Stock and (III) 855 shares of Common Stock issuable upon exercise of Intracoastal Warrant 3 because Intracoastal Warrant 3 contains a blocker provision under which the holder thereof does not have the right to exercise Intracoastal Warrant 3 to the extent (but only to the extent) that such exercise would result in beneficial ownership by the holder thereof, together with the holder's affiliates, and any other persons acting as a group together with the holder or any of the holder's affiliates, of more than 4.99% of the Common Stock. Without such blocker provisions, each of the Reporting Persons may have been deemed to have beneficial ownership of 248,396 shares of Common Stock. 4.99 0 165,293 0 135,493 N Y Y Y Y Y N By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11. Exhibit 1 - Joint Filing Agreement Mitchell P. Kopin /s/ Mitchell P. Kopin Mitchell P. Kopin 01/03/2025 Daniel B. Asher /s/ Daniel B. Asher Daniel B. Asher 01/03/2025 Intracoastal Capital LLC /s/ Mitchell P. Kopin Mitchell P. Kopin/Manager 01/03/2025