Sean P. Fontenot - Dec 15, 2024 Form 4 Insider Report for CalEthos, Inc. (GEDC)

Role: Director, 10%+ Owner
Signature: /s/ Sean P. Fontenot
Stock symbol: GEDC
Transactions as of: Dec 15, 2024
Transactions value $: $0
Form type: 4
Date filed: 12/17/2024, 07:15 PM
Previous filing: Feb 14, 2024

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	GEDC	Common Stock	Options Exercise		+500K	+5.83%		9.08M	Dec 15, 2024	See Footnote	F1, F2

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

Type	Sym	Class	Transaction	Shares	Change %	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	GEDC	Warrants	Options Exercise	+2.26M		2.26M	Dec 15, 2024	Common Stock	2.26M	$2.00	See Footnote	F1, F2
transaction	GEDC	Warrants	Options Exercise	-300K	-100%	0	Dec 15, 2024	Common Stock	300K	$3.50	See Footnote	F1, F2
transaction	GEDC	Warrants	Options Exercise	-300K	-100%	0	Dec 15, 2024	Common Stock	300K	$3.80	See Footnote	F1, F2
holding	GEDC	Warrants				2M	Dec 15, 2024	Common Stock	2M	$0.54	See Footnote	F2
holding	GEDC	Board of Director Options				750K	Dec 15, 2024	Common Stock	750K	$0.54	Direct
holding	GEDC	Warrants				200K	Dec 15, 2024	Common Stock	200K	$0.50	See Footnote	F2

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	On December 15, 2024, Nanosha (as defined in footnote 2) entered into an exchange subscription agreement with CalEthos, Inc. (the "Issuer") pursuant to which the Issuer issued to Nanosha (i) 500,000 shares of common stock, par value $0.001 per share (the "Common Stock"), and (ii) a five-year warrant to acquire 2,258,877 shares of Common Stock with an exercise price of $2.00 per share in exchange for (i) a promissory note of the Issuer, (ii) a warrant to purchase 300,000 shares of Common Stock for a price of $3.50 per share, and (iii) a warrant to purchase 300,000 shares of Common Stock for a price of $3.80 per share.
F2	The reported securities are owned by Nanosha Investments LLC ("Nanosha"), 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.

Content

On December 15, 2024, Nanosha (as defined in footnote 2) entered into an exchange subscription agreement with CalEthos, Inc. (the "Issuer") pursuant to which the Issuer issued to Nanosha (i) 500,000 shares of common stock, par value $0.001 per share (the "Common Stock"), and (ii) a five-year warrant to acquire 2,258,877 shares of Common Stock with an exercise price of $2.00 per share in exchange for (i) a promissory note of the Issuer, (ii) a warrant to purchase 300,000 shares of Common Stock for a price of $3.50 per share, and (iii) a warrant to purchase 300,000 shares of Common Stock for a price of $3.80 per share.

The reported securities are owned by Nanosha Investments LLC ("Nanosha"), 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.