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
Next filing
Apr 28, 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 +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 Value $ Shares Change % * Price $ 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.