Welcome to our dedicated page for Calethos SEC filings (Ticker: GEDC), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
CalEthos, Inc. filings document the company’s early-stage development of a Physical Infrastructure-as-a-Service platform for the data center industry. Its reports describe plans to integrate behind-the-meter onsite power plants with pre-permitted, construction-ready data center sites that include utilities and fiber connectivity for hyperscalers, neocloud, colocation providers, and data center developers.
The company’s 8-K disclosures focus on material definitive agreements, natural gas purchase and fuel management arrangements, reservation-fee obligations, project-related financing, promissory notes, warrants, related-party funding, corporate governance, and capital-structure matters. These filings also record how CalEthos finances and contracts around its proposed power and data center infrastructure development activities.
CalEthos, Inc. major shareholder Chauncey Lennis Thompson filed a second amendment to his Schedule 13D to correct earlier omissions and fully update his ownership. He now reports beneficial ownership of 17,783,263 shares of Common Stock, representing 51.6% of the class, giving him majority control on a beneficial basis.
The position includes shares held and securities owned through SFO IDF LLC, where he is manager, as well as warrants and vested stock options. The filing also describes prior promissory notes and related warrants issued by CalEthos to SFO IDF, maturity extensions of those notes to June 30, 2026, and an Acquisition Agreement through which SFO IDF acquired a large block of shares, warrants, and options from a former holder.
CalEthos, Inc. amended insider ownership filing shows corrected indirect positions held through SFO IDF LLC. The reporting person, Thompson Chauncey Lennis, is the manager of SFO IDF LLC and may be deemed to beneficially own these securities but disclaims beneficial ownership except to the extent of his pecuniary interest.
The filing lists indirect holdings of 9,074,386 shares of Common Stock and several series of warrants and options on Common Stock with exercise prices between $0.49 and $0.54 per share, expiring between 2028 and 2031.
CalEthos director Michael Campbell filed an amended Schedule 13D to update his role and ownership. He has resigned as Chief Executive Officer and has been appointed Vice President, Corporate Development while remaining on the Board of Directors.
Campbell is deemed to beneficially own 13,066,667 shares of CalEthos common stock, representing 43.6% of the class, based on 25,730,540 shares outstanding as of March 16, 2026. His position includes 8,554,199 common shares, 3,545,801 shares issuable upon warrant exercise, and 666,667 shares issuable upon vested board options, largely held through M1 Advisors LLC. The filing notes no acquisitions or disposals of common stock by him in the past sixty days.
CalEthos, Inc. is an early-stage developer planning a master‑planned, onsite‑powered data center campus in the northwestern U.S., delivered through its TerraVolt Physical Infrastructure‑as‑a‑Service platform that combines behind‑the‑meter natural gas power with construction‑ready data center sites.
For 2025, the company reported no revenue and operating expenses of $1,055,000, while other expense totaled $5,443,000, driven largely by a $4,594,000 write‑off of an abandoned Imperial County, California data center project. Financing costs, including related‑party items, remained meaningful.
CalEthos ended 2025 with a working capital deficit of $2,800,000, current assets of $295,000 and current liabilities of $3,095,000, including $1,635,000 of convertible debentures and $1,000,000 of related‑party notes payable. Cash was $287,000, funded by $1,215,000 of shareholder financing. Management discloses material weaknesses in internal controls and warns that substantial additional capital will be required to secure permits, build the onsite gas‑fired power plant and advance the campus toward commercialization.
A shareholder of GEDC has filed a Rule 144 notice to sell up to 161,010 common shares through broker Wilson-Davis, with an aggregate market value of $50,000.00. The shares are listed on the OTCQB, and the approximate sale date is 12/11/2025.
The notice states that 25,730,540 shares of this class were outstanding. The seller acquired the common shares on 12/26/2023 via an Exchange Subscription Agreement with the issuer, funded by wire/check payments made on 02/19/2021, 04/22/2021, and 07/01/2021 for blocks of 49,003, 98,004, and 49,003 shares.
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.