Sean P. Fontenot - 28 Nov 2023 Form 4 Insider Report for CalEthos, Inc. (GEDC)

Role
Director, 10%+ Owner
Signature
/s/ Sean P. Fontenot
Issuer symbol
GEDC
Transactions as of
28 Nov 2023
Net transactions value
-$1,537,250
Form type
4
Filing time
03 Jan 2024, 15:26:55 UTC
Previous filing
09 Nov 2021
Next filing
14 Feb 2024
SEC
View on sec.gov

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction BUUZ Common Stock Conversion of derivative security +8,576,438 8,576,438 11 Dec 2023 See Footnote F1, F2, F3

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction BUUZ 10% OID Convertible Promissory Note Conversion of derivative security -3,080,000 -100% 0 06 Dec 2023 Common Stock 3,080,000 $1.25 See Footnote F3, F4
transaction BUUZ Series A Stock Purchase Warrant Conversion of derivative security $1,540,000 0 06 Dec 2023 Common Stock 1,540,000 $1.87 See Footnote F3, F4
transaction BUUZ Warrants Award $2,000 +2,000,000 $0.001000* 2,000,000 28 Nov 2023 Common Stock 2,000,000 $0.5400 See Footnote F3
transaction BUUZ Board of Director Options Award $750 +750,000 +38% $0.001000* 2,750,000 28 Nov 2023 Common Stock 750,000 $0.5400 Direct
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 The shares of common stock were received in consideration for the exchange of the outstanding 10% OID Convertible Promissory Note of CalEthos, Inc. (the "Issuer") and the Series A Warrants of the Issuer described in Table II. The Issuer and the reporting person valued those securities in the aggregate at $4,288,219, which resulted in a price per share of $0.50.
F2 These shares were issued in exchange for the 10% OID Convertible Promissory Note and the Series A Stock Purchase Warrant listed in Table II.
F3 The reported securities are owned by Nanosha Investments LLC, a company of which the reporting person is the principal member. The reporting person disclaims beneficial ownership of these securities, except to the extent of his pecuniary interest therein.
F4 The 10% OID Convertible Promissory Note and the Series A Stock Purchase Warrants were exchanged for the shares of common stock listed in Table I.