CalEthos director restructures GEDC securities holdings
CalEthos, Inc. director Sean Paul Fontenot has corrected a prior insider report to reflect an estate-planning transfer of his CalEthos securities.
Rhea-AI Filing Summary
CalEthos, Inc. director Sean Paul Fontenot has corrected a prior insider report to reflect an estate-planning transfer of his CalEthos securities. On September 7, 2024, he entered into an acquisition agreement with SFO IDF LLC under which his entire beneficial ownership of CalEthos common stock, warrants and options was transferred to SFO IDF LLC.
The footnotes state these transfers were made without consideration for estate planning purposes. The reported securities had been held through Nanosha Investments LLC, where Fontenot is the principal member, and he disclaims beneficial ownership of those securities except to the extent of his pecuniary interest.
Positive
- None.
Negative
- None.
Insider Trade Summary
Other: 14,283,263 shares
Other
5 txns
Insider
FONTENOT SEAN PAUL
Role
Director
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Other | Warrants | 2,258,877 | $0.00 | $0.00 |
| Other | Warrants | 2,000,000 | $0.00 | $0.00 |
| Other | Options | 750,000 | $0.00 | $0.00 |
| Other | Warrants | 200,000 | $0.00 | $0.00 |
| Other | Common Stock | 9,074,386 | $0.00 | $0.00 |
Holdings After Transaction:
Warrants — 0 contracts (Indirect, See Footnote);
Options — 0 contracts (Direct);
Common Stock — 0 shares (Indirect, See Footnote)
Footnotes (2)
- F1. This amended Form 4 is being filed to correct errors from the initial Form 4 filing for the reporting beneficial person's ownership of securities of CalEthos, Inc. (the "Issuer"). On September 7, 2024, the reporting person entered into an acquisition agreement with SFO IDF LLC ("SFO") pursuant to which the reporting person transferred his entire beneficial ownership of the securities of the Issuer to SFO. Such transfers were made without consideration for estate planning purposes.
- F2. The reported securities were owned by Nanosha Investments LLC, 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.
Key Figures
Common stock transferred: 9,074,386 shares
Warrants at $0.49: 2,258,877 warrants
Warrants at $0.54: 2,000,000 warrants
+5 more
8 metrics
Common stock transferred
9,074,386 shares
Indirect CalEthos common stock position moved to SFO IDF LLC
Warrants at $0.49
2,258,877 warrants
Warrants exercisable at $0.49 per share, expiring 2029-12-15
Warrants at $0.54
2,000,000 warrants
Warrants exercisable at $0.54 per share, expiring 2028-12-31
Options at $0.54
750,000 options
Options on CalEthos common stock exercisable at $0.54 per share
Warrants at $0.50
200,000 warrants
Warrants exercisable at $0.50 per share, expiring 2029-02-12
Restructured securities total
14,283,263 securities
Total shares and derivatives in restructuring transactions
Exercise start for $0.49 warrants
2024-12-15
First exercisable date for 2,258,877 warrants at $0.49
Exercise start for $0.54 options
2023-12-31
Exercise date stated for 750,000 options at $0.54
Key Terms
Form 4/A, beneficial ownership, estate planning, pecuniary interest, +2 more
6 terms
Form 4/A regulatory
"This amended Form 4 is being filed to correct errors from the initial Form 4 filing"
Form 4/A is an amended filing that corrects or updates an earlier Form 4, the mandatory report that insiders (like company executives, directors, or large shareholders) must file when their ownership stakes change. Think of it as an edited receipt showing who bought or sold stock and when; investors use it to track insider confidence, detect potential conflicts, and spot trading patterns that might signal future company prospects.
beneficial ownership financial
"to correct errors from the initial Form 4 filing for the reporting beneficial person's ownership of securities"
Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.
estate planning financial
"Such transfers were made without consideration for estate planning purposes."
A set of instructions and legal steps that decide who gets your money, property and other assets, and who will manage them if you become unable to do so. For investors it matters because thoughtful planning can reduce taxes and delays, protect heirs, and keep investments from being tied up in court—think of it as a clear map and emergency kit that preserves value and directs where assets go when you can’t.
pecuniary interest financial
"The reporting person disclaims beneficial ownership of these securities, except to the extent of his pecuniary interest therein."
warrants financial
"The reported securities were owned by Nanosha Investments LLC, a company of which the reporting person is the principal member."
Warrants are special documents that give you the right to buy a company's stock at a set price before a certain date. They are often used as a way for companies to attract investors or raise money, and their value can increase if the company's stock price goes up.
options financial
"On September 7, 2024, the reporting person entered into an acquisition agreement with SFO IDF LLC"
Options are contracts that give investors the right to buy or sell an asset at a specific price within a certain time frame. They function like a reservation or a ticket that allows for potential profit or protection against price changes, making them useful tools for managing investment risks or speculating on market movements.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What does the CalEthos (GEDC) Form 4/A filing report for Sean Paul Fontenot?
The Form 4/A reports that director Sean Paul Fontenot corrected a prior filing to show he transferred his entire beneficial ownership of CalEthos securities to SFO IDF LLC for estate-planning purposes, with no consideration paid in the transfer.
Which CalEthos (GEDC) securities were involved in the SFO IDF LLC transfer?
The transfer covered CalEthos common stock, warrants and options, including positions such as 9,074,386 shares of common stock and multiple warrant and option grants, all moved so that SFO IDF LLC became the holder instead of the reporting person.
What does the Form 4/A say about Sean Paul Fontenot’s beneficial ownership in CalEthos after the transfer?
After the transfer to SFO IDF LLC, the reported positions show zero securities following each transaction. Combined with his disclaimer of beneficial ownership except for pecuniary interest, this indicates the reported CalEthos positions moved out of his reported ownership.
Why was this CalEthos (GEDC) insider report filed as an amended Form 4/A?
The filing states it was amended to correct errors in the initial Form 4 regarding the reporting person’s beneficial ownership of CalEthos securities, updating it to show the September 7, 2024 transfer of all such securities to SFO IDF LLC for estate-planning purposes.
AI-generated analysis. How Rhea-AI works. Not financial advice.
