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CalEthos, Inc. investor Chauncey Lennis Thompson filed an amended Schedule 13D reporting beneficial ownership of 3,500,000 shares of CalEthos common stock, representing 12.0% of the class. The stake includes shares issuable upon the exercise of warrants held through SFO IDF LLC, where Thompson serves as manager, based on 25,730,540 shares outstanding as of November 14, 2025 as reported in a Form 10-Q.
The filing explains that CalEthos issued promissory notes to SFO IDF on April 22, July 22 and December 12, 2025, each paired with warrants to purchase additional common shares, and that Thompson is updating his disclosure after receiving the December note and warrant. Letter agreements in July and December 2025 extended the maturity dates of earlier notes, and Thompson states he currently has no specific plans involving major corporate actions, while reserving the right to reassess his position.
CalEthos, Inc. reported that director Chauncey Thompson, through SFO IDF LLC, received a grant of warrants covering 1,000,000 shares of common stock at an exercise price of $0.5 per share on 12/15/2025. These warrants are exercisable from 12/15/2025 until 06/30/2031 and were issued in consideration for a promissory note that CalEthos issued to SFO IDF.
Following this transaction, SFO IDF holds several warrant positions indirectly attributed to Thompson, including warrants exercisable at $0.49 for 500,000 shares until 08/31/2030 and warrants exercisable at $0.5 for 2,000,000 shares until 01/31/2031. As manager of SFO IDF, Thompson may be deemed to beneficially own these securities but disclaims beneficial ownership except to the extent of his pecuniary interest.
CalEthos, Inc. executive Michael Campbell reported a sale of 300,000 shares of common stock on a recent insider trading form. The Form 4 shows that on 12/10/2025, a transaction coded "J" involved disposing of 300,000 shares. The explanation states these shares were sold to a third-party lender in exchange for a loan made to Campbell.
After this transaction, 8,554,199 shares of CalEthos common stock were reported as beneficially owned indirectly. These shares are held by M1 Advisors LLC, where Campbell is a principal member. He disclaims beneficial ownership of these securities except to the extent of his pecuniary interest, meaning he only acknowledges an economic stake rather than full ownership of all the reported shares.
CalEthos, Inc. reported Q3 results showing no revenue and a net loss of $658,000. The company abandoned its Imperial County data center project, recording $4.58 million in abandoned project costs year‑to‑date, which drove a sharp swing to a stockholders’ deficit of $(2.44) million from equity of $4.32 million at year‑end 2024.
Total assets fell to $287,000 as of September 30, 2025, largely after removing previously capitalized development costs. Cash was $274,000. Liabilities increased to $2.73 million, including convertible debentures (net) of $1.57 million and related‑party notes payable (net) of $471,000. Working capital showed a $(876,000) deficit. The company disclosed substantial doubt about its ability to continue as a going concern.
Management formed TerraVolt Infrastructure to pursue an Infrastructure‑as‑a‑Service platform for powered land and data center infrastructure in more favorable jurisdictions. Financing during the nine months included $965,000 of net cash from debt, with no revenues recognized.
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