SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

FONTENOT SEAN PAUL

(Last)

(First)

(Middle)

1202 WALNUT AVENUE

(Street)

LONG BEACH

90813

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
CalEthos, Inc. [ GEDC ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
12/15/2024

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	12/15/2024		M⁽¹⁾		500,000	A	⁽¹⁾	9,076,438	I	See Footnote⁽²⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Warrants	$2	12/15/2024		M⁽¹⁾		2,258,877		12/15/2024	12/15/2029	Common Stock	2,258,877	⁽¹⁾	2,258,877	I	See Footnote⁽²⁾
Warrants	$3.5	12/15/2024		M⁽¹⁾			300,000	⁽¹⁾	⁽¹⁾	Common Stock	300,000	⁽¹⁾	0	I	See Footnote⁽²⁾
Warrants	$3.8	12/15/2024		M⁽¹⁾			300,000	⁽¹⁾	⁽¹⁾	Common Stock	300,000	⁽¹⁾	0	I	See Footnote⁽²⁾
Warrants	$0.54							11/28/2023	12/31/2028	Common Stock	2,000,000		2,000,000	I	See Footnote⁽²⁾
Board of Director Options	$0.54							12/31/2023	11/28/2028	Common Stock	750,000		750,000	D
Warrants	$0.5							02/12/2024	02/12/2029	Common Stock	200,000		200,000	I	See Footnote⁽²⁾

Explanation of Responses:

1. 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.

2. 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.

	/s/ Sean P. Fontenot	12/16/2024
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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