| 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 Schedule 13D 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) | Joel Drake Stone (the "Reporting Person") |
| (b) | 1881 S Palm Canyon Drive, Palm Springs, CA, 92264 |
| (c) | The Reporting Person is the Chairman of the Board of Directors and the Chief Executive Officer 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) | United States |
| Item 3. | Source and Amount of Funds or Other Consideration |
| | On June 19, 2023, the Issuer issued options to the Reporting Person exercisable for up to 1,250,000 shares of Common Stock. On June 20, 2023, the Issuer issued options to the Reporting Person exercisable for up to 1,250,000 shares of Common Stock. On December 6, 2023, the Issuer issued options to the Reporting Person exercisable for up to 1,000,000 shares of Common Stock. On March 27, 2026, the Issuer also issued options to the Reporting Person exercisable for up to 2,000,000 shares of Common Stock (the "March Options"). |
| Item 4. | Purpose of Transaction |
| | The Reporting Person is filing this Schedule 13D to report that he has acquired securities of the Issuer in connection with his service as an executive officer 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) | The percentages reported in this Schedule 13D are calculated based on 25,730,540 Shares issued and outstanding as of March 31, 2025 as reported in the Issuer's Form 10-K, and includes 3,750,000 shares of Common Stock issuable upon the exercise of the Vested Options. Aggregate number of shares beneficially owned: 3,750,000 Percentage: 12.2% |
| (b) | Number of shares as to which such person has: (i) Sole power to vote or direct the vote: 3,750,000 (ii) Shared power to vote or direct the vote: 0 (iii) Sole power to dispose or to direct the disposition of: 3,750,000 (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 March 27, 2026, the Reporting Person entered into an executive employment agreement (the "Employment Agreement") with the Issuer pursuant to which, among other things, the Reporting Person was granted the March Options in connection with his employment as the Chairman and Chief Executive Officer of the Issuer. The Employment Agreement is attached as Exhibit 1 to this Schedule 13D. Other than the Employment Agreement 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 - Employment Agreement, dated March 27, 2026 |
