CalEthos, Inc. (GEDC) director details 1M warrant grant tied to debt note

Rhea-AI Filing Summary

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.

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

OMB APPROVAL

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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).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Thompson Chauncey Lennis

(Last) (First) (Middle)

83844 CHARRO DR.

(Street)

INDIO CA 92203

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
12/15/2025

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)
			Code	V	Amount	(A) or (D)	Price

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Warrants	$0.49							04/22/2025	08/31/2030	Common Stock	500,000		500,000	I	See Footnote(1)
Warrants	$0.5							07/22/2025	01/31/2031	Common Stock	2,000,000		2,000,000	I	See Footnote(1)
Warrants	$0.5	12/15/2025		A		1,000,000		12/15/2025	06/30/2031	Common Stock	1,000,000	(2)	1,000,000	I	See Footnote(1)

Explanation of Responses:

1. The reported securities are owned by SFO IDF LLC ("SFO IDF"), a company of which the reporting person is the manager. As the manager of SFO IDF, the reporting person has the power to direct the voting and disposition of securities held in the name of SFO IDF and may be deemed to beneficially own the securities reported herein. The reporting person disclaims beneficial ownership of the securities reported herein, except to the extent of his pecuniary interest therein.

2. The reported transaction involves a grant of warrants by CalEthos, Inc. (the "Issuer") to SFO IDF in consideration for a promissory note issued by the Issuer to SFO IDF.

	/s/ Chauncey Thompson	12/18/2025
	** Signature of Reporting Person	Date
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