CalEthos (NASDAQ: GEDC) insider keeps 43.6% stake, exits CEO role

Rhea-AI Filing Summary

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.

Insights

Equity ownership & governance analyst

Large insider maintains 43.6% stake while stepping down as CEO.

Michael Campbell continues to control a substantial position in CalEthos, with 13,066,667 shares beneficially owned, equal to 43.6% of the common stock. This concentration, largely via M1 Advisors LLC, keeps decision-making influence with a single insider-holder.

The filing highlights a governance shift: Campbell resigns as Chief Executive Officer and becomes Vice President, Corporate Development, while staying on the Board. That change separates day-to-day leadership from a major shareholder but preserves his strategic involvement.

No share transactions occurred in the last sixty days, so the economic exposure is unchanged as of the date referenced. Future company filings may further clarify how responsibilities are shared between Campbell and other executives after this role change.

Key Figures

Beneficial ownership: 13,066,667 shares Ownership percentage: 43.6% Shares outstanding: 25,730,540 shares +5 more

8 metrics

Beneficial ownership 13,066,667 shares Total CalEthos shares beneficially owned by Michael Campbell

Ownership percentage 43.6% Portion of CalEthos common stock beneficially owned

Shares outstanding 25,730,540 shares CalEthos common shares outstanding as of March 16, 2026

Common shares held 8,554,199 shares CalEthos common stock included in Campbell’s beneficial ownership

Warrant shares 3,545,801 shares Shares issuable upon exercise of warrants granted November 28, 2023

Vested board options 666,667 shares Shares issuable upon exercise of vested BOD options

Preferred purchased by M1 Advisors 9,320,414 shares for $9,320.42 Series A Preferred Stock bought September 12, 2018

Secondary sale 806,471 shares at $0.695/share Common stock sold by M1 Advisors on March 25, 2019

Key Terms

beneficially own, Series A Preferred Stock, Warrants, BOD Options, +2 more

6 terms

beneficially own financial

"Mr. Campbell may be deemed to beneficially own the securities of the Issuer held by M1 Advisors."

Beneficially own means having the economic rights and risks of a security—such as the right to receive dividends, sell the shares, or profit from price changes—whether or not your name appears on the official share register. Think of it like renting a car: you use it and reap the benefits even if the title lists someone else. Investors care because beneficial ownership determines who truly controls value, must be disclosed under securities rules, and can signal potential influence or trading activity that affects a stock’s price.

Series A Preferred Stock financial

"M1 Advisors acquired 9,320,414 shares of Series A Preferred Stock, $0.001 par value per share"

Series A preferred stock is a type of ownership share in a company that gives investors certain advantages, such as priority in receiving profits or getting their money back if the company is sold or goes bankrupt. It is often issued during early funding stages to attract investors by offering more security than common shares. This stock matters to investors because it provides a safer way to invest while still holding potential for future gains.

Warrants financial

"3,545,801 shares issuable upon the exercise of warrants to purchase 3,545,801 shares of Common Stock (the "Warrants")"

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.

BOD Options financial

"666,667 shares of Common Stock issuable upon exercise of vested board of director options ("BOD Options")"

Equity Incentive Plan financial

"BOD Options granted on November 28, 2023 under the Issuer's 2021 Equity Incentive Plan (the "Plan")"

An equity incentive plan is a program that gives employees, executives or directors the right to receive company stock or options to buy stock as part of their pay. Think of it as offering slices of future company profit to motivate people to boost long‑term performance; for investors it matters because it can align employee goals with shareholder value but also increases the number of shares outstanding, which can dilute existing ownership.

Schedule 13D regulatory

"This Third Amendment to the filed on September 24, 2018 (the "Original ")"

A Schedule 13D is a legal document that investors file with regulators when they buy a large enough stake in a company to potentially influence its management or decisions. It provides details about the investor’s intention, ownership stake, and plans, helping other investors understand who is gaining control and what their motives might be.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 3)

CalEthos, Inc.

(Name of Issuer)

Common Stock, par value $0.001 per share

(Title of Class of Securities)

91678P203

(CUSIP Number)

Michael Campbell
11754 Willard Avenue,
Tustin, CA, 92782
(714) 855-8100

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

03/27/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

schemaVersion:

SCHEDULE 13D

CUSIP Number(s): 91678P203

1

Name of reporting person

Michael Campbell

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF, OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 13,066,667.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 13,066,667.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

13,066,667.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

43.6 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

(1) Includes (i) 8,554,199 shares of Common Stock, par value $0.001 per share (the "Common Stock"), of the Issuer (as defined in Item 1); (ii) 3,545,801 shares issuable upon the exercise of warrants to purchase 3,545,801 shares of Common Stock (the "Warrants") that were granted to the Reporting Person (as defined in Item 2) by the Issuer; and (iii) 666,667 shares of Common Stock issuable upon exercise of vested board of director options ("BOD Options") granted on November 28, 2023 under the Issuer's 2021 Equity Incentive Plan (the "Plan"). Of the securities reported herein, (i) 8,554,199 shares of Common Stock, (ii) the Warrants and (iii) 500,000 shares of Common Stock issuable upon the exercise of the BOD Options are owned directly by M1 Advisors LLC ("M1 Advisors"), a company of which Mr. Campbell and his wife are the sole members. Mr. Campbell may be deemed to beneficially own the securities of the Issuer held by M1 Advisors. (2) Based on 25,730,540 shares of Common Stock issued and outstanding as of March 16, 2026 as reported in Issuer's Annual Report on Form 10-K, filed with the United States Securities and Exchange Commission on March 31, 2026 (the "Form 10-K"), and includes 3,545,801 shares of Common Stock issuable upon the exercise of Warrants, plus 666,667 shares of Common Stock issuable upon the exercise of the Employee Options and BOD Options granted to Mr. Campbell under the Plan

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Stock, par value $0.001 per share
(b)	Name of Issuer: CalEthos, Inc.
(c)	Address of Issuer's Principal Executive Offices: 11753 Willard Avenue, Tustin, CALIFORNIA , 92782.
Item 2.	Identity and Background
(a)	This Third Amendment to the Schedule 13D filed on September 24, 2018 (the "Original Schedule 13D"), as amended on June 6, 2019 (the "First Amendment") and on March 14, 2024 (the "Second Amendment"), is being filed by Michael Campbell (the "Reporting Person").
(b)	The Reporting Person's address is 11753 Willard Avenue, Tustin, CA 92782.
(c)	The Reporting Person is a member of the Board of Directors and the Senior Vice President, Corporate Development of the Issuer.
(d)	During the last five years, the Reporting Person has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e)	During the last five years, the Reporting Person has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violations with respect to such laws.
(f)	The Reporting Person is a citizen of the United States.
Item 3.	Source and Amount of Funds or Other Consideration
	On September 12, 2018, M1 Advisors acquired 9,320,414 shares of Series A Preferred Stock, $0.001 par value per share (the "Series A Preferred Stock"), of the Issuer pursuant to a Preferred Purchase Agreement entered into with M1 Advisors and the other investors who were signatories thereto (collectively, the "Purchasers"). Pursuant to the Preferred Purchase Agreement, the Purchasers purchased from the Issuer an aggregate of 15,600,544 shares of Series A Preferred Stock for an aggregate purchase price of $15,600.54, or $0.001 per share. Of the shares purchased, 9,320,414 shares were purchased by M1 Advisors for a purchase price of $9,320.42. All of such shares were acquired with funds that M1 Advisors borrowed from an entity owned and controlled by the Reporting Person. As consideration for, and in settlement of, such loan, M1 Advisors transferred to such affiliated entity 505,000 shares of Series A Preferred Stock. On December 21, 2018, all of the Series A Preferred Stock was automatically converted into shares of Common Stock on a one-for-one basis on the business day immediately following effectiveness of an amendment to the Issuer's articles of incorporation to increase the number of shares of Common Stock that the Issuer is authorized to issue to 100,000,000 shares. On March 25, 2019, M1 Advisors sold an aggregate of 806,471 shares of Common Stock to eight investors at a price of $0.695 per share. At such time, there was 8,954,199 shares of Common Stock owned by the Reporting Person and M1 Advisors. On November 28, 2023, the Warrants were granted to M1 Advisors as compensation for the Reporting Person serving as an officer of the Issuer. On November 28, 2023, the BOD Options were granted by the Issuer to the Reporting Person as compensation for the Reporting Person serving as an officer of the Issuer.
Item 4.	Purpose of Transaction
	The Reporting Person is filing this Third Amendment to report that he has resigned from his position as the Chief Executive Officer of the Issuer and has been appointed as the Vice President, Corporate Development of the Issuer. Except as set forth herein, the Reporting Person has no present plans or proposals that relate to or would result in any of the actions required to be described in subsections (a) through (j) of Item 4 of Schedule 13D. The Reporting Person may, at any time, review or reconsider his positions with respect to the Issuer and formulate plans or proposals with respect to any of such matters, but except as described herein, he has no present intention of doing so.
Item 5.	Interest in Securities of the Issuer
(a)	Percentage: 43.6%
(b)	Sole power to vote or direct the vote: 0 Shared power to vote or direct the vote: 0 Sole power to dispose or to direct the disposition of: 0 Shared power to dispose or to direct the disposition of: 0
(c)	The Reporting Person has not acquired or disposed of any shares of Common Stock during the past sixty days.
(d)	Right to dividends or proceeds of sale: None.
(e)	Not applicable.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	Other than the agreements previously described, there are no contracts, arrangements, understandings or relationships (legal or otherwise) between the Reporting Person and any other person with respect to any securities of the Issuer.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Michael Campbell

Signature:	/s/ Michael Campbell
Name/Title:	Michael Campbell
Date:	04/01/2026

FAQ

How many CalEthos (GEDC) shares does Michael Campbell beneficially own?

Michael Campbell beneficially owns 13,066,667 shares of CalEthos common stock. This total includes directly held shares, warrants for 3,545,801 shares, and 666,667 shares issuable from vested board options, largely through M1 Advisors LLC, an entity he and his wife own.

What percentage of CalEthos (GEDC) does Michael Campbell’s stake represent?

Michael Campbell’s beneficial ownership represents 43.6% of CalEthos common stock. This percentage is calculated using 25,730,540 shares outstanding as of March 16, 2026, and includes shares underlying his exercisable warrants and vested stock options reported in the amendment.

What management role change at CalEthos (GEDC) is disclosed in this filing?

The filing states that Michael Campbell resigned as Chief Executive Officer of CalEthos and was appointed Vice President, Corporate Development. He remains a member of the Board of Directors, so he continues to have a strategic and oversight role at the company.

Did Michael Campbell trade CalEthos (GEDC) shares in the last 60 days?

The document reports that Michael Campbell has not acquired or disposed of any CalEthos common stock during the past sixty days. His economic exposure therefore reflects previously established positions, including common shares, warrants, and vested options described in the ownership breakdown.

How is Michael Campbell’s CalEthos (GEDC) stake structured between shares, warrants, and options?

His beneficial stake includes 8,554,199 common shares, 3,545,801 shares issuable upon exercise of warrants, and 666,667 shares issuable from vested board options. Many of these securities are held through M1 Advisors LLC, which he and his wife wholly own.

What was the basis for calculating Michael Campbell’s 43.6% CalEthos (GEDC) ownership?

The 43.6% figure is based on 25,730,540 CalEthos common shares outstanding as of March 16, 2026, as reported in the company’s Form 10-K. It also counts shares issuable from Campbell’s warrants and vested options that are treated as beneficially owned.