CalEthos investor reports 58.8% ownership stake

Chauncey Lennis Thompson filed a Third Amendment to his Schedule 13D on CalEthos, Inc., reporting updated ownership and new financing arrangements.

Accepted by SEC EDGAR 04/23/2026 - 04:09 PM EDT Learn about SEC filing dates

Rhea-AI Filing Summary

Chauncey Lennis Thompson filed a Third Amendment to his Schedule 13D on CalEthos, Inc., reporting updated ownership and new financing arrangements. He is deemed to beneficially own 23,783,263 shares of common stock, representing 58.81% of the class, based on 25,730,540 shares outstanding as of March 16, 2026, including shares underlying warrants and options.

Through SFO IDF LLC, Thompson holds common shares plus warrants and vested options, and has provided several promissory notes to CalEthos. On April 23, 2026, SFO IDF received a $16,000,000 promissory note and a warrant to purchase up to 6,000,000 additional shares, further tying his stake to the company’s capital structure.

Insights

Equity ownership & governance analyst

Thompson reports majority beneficial stake in CalEthos via debt, warrants and options.

The amendment shows Chauncey Lennis Thompson, through SFO IDF LLC, beneficially owning 23,783,263 CalEthos shares, or 58.81% of the common stock on an as-converted basis. This includes existing shares, warrants and vested options tied to prior financing and an acquisition agreement.

New financing on April 23, 2026 adds a $16,000,000 promissory note and a warrant for up to 6,000,000 shares. Earlier notes totaling $1,000,000 and associated warrants expanded his potential equity. Actual influence depends on exercise of these instruments and future company actions.

Key Figures

Beneficially owned shares: 23,783,263 shares Ownership percentage: 58.81% Shares outstanding: 25,730,540 shares +4 more

7 metrics

Beneficially owned shares 23,783,263 shares CalEthos common stock beneficially owned by Thompson via SFO IDF

Ownership percentage 58.81% Percent of CalEthos common stock, including warrants and options

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

April 2026 Note $16,000,000 Promissory note issued to SFO IDF on April 23, 2026

April 2026 Warrant 6,000,000 shares Shares purchasable under warrant issued April 23, 2026

Prior notes total $1,000,000 April, July, and December 2025 notes to SFO IDF

Warrants from 2025 notes 4,500,000 shares 500,000 + 2,000,000 + 2,000,000 warrant shares issued in 2025

Key Terms

Schedule 13D, beneficially own, promissory note, warrant, +2 more

6 terms

Schedule 13D regulatory

"This Third Amendment to the Schedule 13D filed on August 13, 2025"

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.

beneficially own financial

"may be deemed to beneficially own the securities of the Issuer held by SFO IDF"

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.

promissory note financial

"the Issuer issued a promissory note to SFO IDF in the principal amount of $16,000,000"

A promissory note is a written IOU in which one party promises to pay a specific sum, often with interest, to another party by a set date or on demand. Investors care because it functions like a loan: it creates a legal claim on future cash flows, carries credit and timing risk, and can affect valuation or liquidity—think of it as a formal, tradable promise to be repaid that can be assessed like any other debt investment.

warrant financial

"issued to SFO IDF a warrant for the purchase of up to 6,000,000 shares of Common Stock"

A warrant is a time-limited financial contract that gives its holder the right to buy a company's shares at a set price before a specified date, like a coupon that lets you purchase stock at a fixed discount for a limited time. It matters to investors because warrants offer leveraged exposure to a stock’s upside and can dilute existing shareholders if exercised, so they affect potential gains and the company’s outstanding share count.

letter agreement financial

"SFO IDF entered into a letter agreement (the "April Letter Agreement") with the Issuer"

Acquisition Agreement financial

"SFO IDF entered into an Acquisition Agreement (the "Acquisition Agreement") with Sean Fontenot"

A legally binding contract that lays out the terms under which one company will buy another, including the purchase price, what assets or shares are transferred, conditions that must be met, and how liabilities and payments are handled. Investors care because it is the roadmap for ownership change—like a home sale agreement—affecting future earnings, share value, potential dilution, and the likelihood the deal will close or be blocked by regulators.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What ownership stake in CalEthos (GEDC) does Chauncey Lennis Thompson report?

Chauncey Lennis Thompson reports beneficial ownership of 23,783,263 CalEthos shares, equal to 58.81% of the common stock. This figure includes currently held shares plus shares issuable from warrants and vested options, using 25,730,540 shares outstanding as of March 16, 2026.

How many CalEthos shares underlying derivatives are included in Thompson’s 13D stake?

The filing includes 13,958,877 CalEthos shares issuable upon warrant exercises and 750,000 shares issuable upon vested stock options. These derivative securities are held by SFO IDF LLC and counted in Thompson’s reported beneficial ownership percentage in the Schedule 13D/A.

What new financing did SFO IDF provide to CalEthos (GEDC) on April 23, 2026?

On April 23, 2026, CalEthos issued SFO IDF a $16,000,000 promissory note and a warrant to purchase up to 6,000,000 common shares. This transaction increases SFO IDF’s credit exposure and potential equity stake under the amended Schedule 13D filing.

What earlier promissory notes from SFO IDF to CalEthos are disclosed in the 13D/A?

Earlier notes include the $250,000 April 2025 note, a $500,000 July 2025 note, and a $250,000 December 2025 note. Each note was paired with warrants for 500,000, 2,000,000, and 2,000,000 shares respectively, supporting CalEthos’s financing.

How did SFO IDF initially acquire a large CalEthos (GEDC) position?

On September 7, 2024, SFO IDF entered an Acquisition Agreement to acquire 9,074,386 CalEthos shares, 4,458,877 warrant shares, and 750,000 option shares from Sean Fontenot. These holdings form a core part of the stake reported in the amended Schedule 13D.

What is Thompson’s role and how is ownership of CalEthos stock structured?

Thompson is Chief Operating Officer of Barton CPA and manager of SFO IDF LLC, which directly owns the CalEthos securities. He may be deemed to beneficially own these holdings through SFO IDF but explicitly disclaims ownership beyond his pecuniary interest in the entity.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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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)

(CUSIP Number)

Chauncey Lennis Thompson
83844 Charro Dr.,
Indio, CA, 92203
(951) 634-6282

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

04/23/2026

(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 No.

1

Name of reporting person

Chauncey Lennis Thompson

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)

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 23,783,263.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 23,783,263.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

23,783,263.00

12

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

13

Percent of class represented by amount in Row (11)

58.81 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

(1) Includes (i) 13,958,877 shares of Common Stock (as defined in Item 1) issuable upon the exercise of warrants to purchase 13,958,877 shares of Common Stock (the "Warrants") and (ii) 750,000 shares of Common Stock issuable upon the exercise of vested stock options (the "Options"). Of the securities reported herein, the outstanding shares of Common Stock and the Warrants and Options are owned directly 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 of the Issuer held by SFO IDF, but disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein. (2) Based on 25,730,540 Shares issued and outstanding as of March 16, 2026 as reported in the Issuer's Form 10-K, filed with the United States Securities and Exchange Commission on March 31, 2026 (the "Form 10-K"), and includes (i) 13,958,877 shares of Common Stock issuable upon the exercise of the Warrants and (ii) 750,000 shares of Common Stock issuable upon the exercise of the Options.

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 1 Comment: This Third Amendment (the "Third Amendment") to the Schedule 13D filed on August 13, 2025 (the "Original Schedule 13D"), as amended on December 18, 2025 (the "First Amendment") and on March 16, 2026 (the "Second Amendment"), relates to shares of Common Stock, $0.001 par value per share (the "Common Stock"), of CalEthos, Inc., a Nevada corporation (the "Issuer").
Item 2.	Identity and Background
(a)	Chauncey Lennis Thompson
(b)	83844 Charro Dr, Indio, CA 92203
(c)	The Reporting Person is the Chief Operating Officer of Barton CPA.
(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)	United States
Item 3.	Source and Amount of Funds or Other Consideration
	On April 22, 2025, the Issuer issued a promissory note to SFO IDF in the principal amount of $250,000 (the "April Note"). On April 22, 2025, the Issuer also issued to SFO IDF a warrant for the purchase of up to 500,000 shares of Common Stock. On July 22, 2025, the Issuer issued a promissory note to SFO IDF in the principal amount of $500,000 (the "July Note"). On July 22, 2025, the Issuer also issued to SFO IDF a warrant for the purchase of up to 2,000,000 shares of Common Stock. On December 12, 2025, the Issuer issued a promissory note to SFO IDF in the principal amount of $250,000 (the "December Note"). On December 12, 2025, the Issuer also issued to SFO IDF a warrant for the purchase of up to 2,000,000 shares of Common Stock. On April 23, 2026, the Issuer issued a promissory note to SFO IDF in the principal amount of $16,000,000 (the "April 2026 Note"). On April 23, 2026, the Issuer also issued to SFO IDF a warrant for the purchase of up to 6,000,000 shares of Common Stock (the "April 2026 Warrant").
Item 4.	Purpose of Transaction
	The Reporting Person is filing this Schedule 13D to report that he has received the April 2026 Warrant and the April 2026 Note, as described in Item 3 above. 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)	The percentages reported in this Schedule 13D are calculated based on 25,730,540 Shares issued and outstanding as of March 16, 2026 as reported in the Issuer's Form 10-K, and includes (i) 13,958,877 shares of Common Stock issuable upon the exercise of the Warrants and (ii) 750,000 shares of Common Stock issuable upon the exercise of the Options. Aggregate number of shares beneficially owned: 23,783,263 Percentage: 58.81%
(b)	Number of shares as to which such person has: (i) Sole power to vote or direct the vote: 23,783,263 (ii) Shared power to vote or direct the vote: 0 (iii) Sole power to dispose or to direct the disposition of: 23,783,263 (iv) Shared power to dispose or to direct the disposition of: 0
(c)	Other than pursuant to the transactions described in this Schedule 13D, the Reporting Person has not acquired or disposed of any shares of Common Stock during the past sixty days.
(d)	None
(e)	Not applicable
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	On July 18, 2025, SFO IDF entered into a letter agreement (the "July Letter Agreement") with the Issuer whereby the Issuer extended the maturity date of the July Note from August 31, 2025 to January 31, 2026, in exchange for additional consideration of $500,000. The July Letter Agreement was filed as Exhibit 1 to the Original Schedule 13D. On December 15, 2025, SFO IDF entered into a letter agreement (the "December Letter Agreement") with the Issuer whereby the Issuer extended the maturity date of each of the April Note and the July Note to June 30, 2026. The December Letter Agreement was filed as Exhibit 2 to the First Amendment. On September 7, 2024, SFO IDF entered into an Acquisition Agreement (the "Acquisition Agreement") with Sean Fontenot ("Fontenot") pursuant to which SFO IDF acquired from Fontenot (i) 9,074,386 shares of Common Stock, (ii) 4,458,877 shares of Common Stock issuable upon the exercise of warrants to purchase Common Stock, and (iii) 750,000 shares of Common Stock issuable upon the exercise of vested stock options. The Acquisition Agreement was filed as Exhibit 3 to the Second Amendment. On April 23, 2026, SFO IDF entered into a letter agreement (the "April Letter Agreement") with the Issuer whereby the Issuer extended the maturity date of each of the April Note, the July Note and the December Note to April 30, 2028. The April Letter Agreement is attached as Exhibit 4 to this Third Amendment. Other than the agreements described above, 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.
Item 7.	Material to be Filed as Exhibits.
	Exhibit 1 - Letter Agreement, dated July 18, 2025, filed with the Original Schedule 13D. Exhibit 2 - Letter Agreement, dated December 12, 2025, filed with the First Amendment. Exhibit 3 - Acquisition Agreement, dated September 7, 2024, filed with the Second Amendment. Exhibit 4 - Letter Agreement, dated April 23, 2026.

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.

Chauncey Lennis Thompson

Signature:	/s/ Chauncey Lennis Thompson
Name/Title:	Chauncey Lennis Thompson
Date:	04/23/2026