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

Role: Director, 10%+ Owner
Signature: /s/ Sean P. Fontenot
Issuer symbol: GEDC
Transactions as of: 15 Dec 2024
Net transactions value: $0
Form type: 4
Filing time: 17 Dec 2024, 19:15:45 UTC
Previous filing: 14 Feb 2024
Next filing: 28 Apr 2025
SEC: View on sec.gov

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	GEDC	Common Stock	Options Exercise		+500,000	+5.8%		9,076,438	15 Dec 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	+2,258,877		2,258,877	15 Dec 2024	Common Stock	2,258,877	$2.00	See Footnote	F1, F2
transaction	GEDC	Warrants	Options Exercise	-300,000	-100%	0	15 Dec 2024	Common Stock	300,000	$3.50	See Footnote	F1, F2
transaction	GEDC	Warrants	Options Exercise	-300,000	-100%	0	15 Dec 2024	Common Stock	300,000	$3.80	See Footnote	F1, F2
holding	GEDC	Warrants				2,000,000	15 Dec 2024	Common Stock	2,000,000	$0.5400	See Footnote	F2
holding	GEDC	Board of Director Options				750,000	15 Dec 2024	Common Stock	750,000	$0.5400	Direct
holding	GEDC	Warrants				200,000	15 Dec 2024	Common Stock	200,000	$0.5000	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.