CalEthos, Inc.·4/A

Apr 1, 8:51 PM ET

FONTENOT SEAN PAUL 4/A

4/A · CalEthos, Inc. · Filed Apr 1, 2026

Research Summary

AI-generated summary of this filing

Updated

CalEthos (GEDC) Director Sean Fontenot Transfers Shares

What Happened
Sean Paul Fontenot, a director of CalEthos, reported transferring his entire beneficial ownership in the company on September 7, 2024. The Form 4 shows dispositions totaling 14,283,263 shares: 9,074,386 shares (direct) and four derivative positions totaling 5,208,877 shares (2,258,877; 2,000,000; 750,000; 200,000). The transfers were made to SFO IDF LLC without consideration for estate-planning purposes (i.e., not an open-market sale for cash). No per-share price or cash value is reported.

Key Details

  • Transaction date: September 7, 2024.
  • Filing: This is an amended Form 4 filed April 1, 2026 to correct errors in the initial filing (the amendment was filed more than a year after the reported transfers).
  • Reported amounts: 9,074,386 shares (direct) + 5,208,877 shares (derivative) = 14,283,263 total shares disposed.
  • Price/Value: N/A — transfers reported as made without consideration.
  • Shares owned after transaction: The reporting person transferred his entire beneficial ownership to SFO (reported as a full transfer).
  • Footnotes: (F1) Transfers were to SFO IDF LLC for estate-planning purposes, without consideration. (F2) The securities were owned by Nanosha Investments LLC (Fontenot is principal member); he disclaims beneficial ownership except to the extent of any pecuniary interest.

Context

  • These were transfers to an entity (not open-market sales), so they are not a straightforward bearish liquidity event; transfers for estate planning or intra-family/entity moves are common and do not necessarily signal a view on the company’s prospects.
  • The filing includes derivative dispositions (reported separately); that means options/warrants or other derivative instruments were also transferred, not necessarily exercised or sold on the market.
  • The amended filing corrects prior reporting—retail investors should note the timing (transaction in 2024, amendment in 2026) when assessing timeliness.

Insider Transaction Report

Form 4/AAmended
Period: 2024-09-07
Transactions
  • Other

    Common Stock

    [F1][F2]
    2024-09-079,074,3860 total(indirect: See Footnote)
  • Other

    Warrants

    [F1][F2]
    2024-09-072,258,8770 total(indirect: See Footnote)
    Exercise: $0.49From: 2024-12-15Exp: 2029-12-15Common Stock (2,258,877 underlying)
  • Other

    Warrants

    [F1][F2]
    2024-09-072,000,0000 total(indirect: See Footnote)
    Exercise: $0.54From: 2023-11-28Exp: 2028-12-31Common Stock (2,000,000 underlying)
  • Other

    Options

    [F1]
    2024-09-07750,0000 total
    Exercise: $0.54From: 2023-12-31Exp: 2028-11-28Common Stock (750,000 underlying)
  • Other

    Warrants

    [F1][F2]
    2024-09-07200,0000 total(indirect: See Footnote)
    Exercise: $0.50From: 2024-02-12Exp: 2029-02-12Common Stock (200,000 underlying)
Footnotes (2)
  • [F1]This amended Form 4 is being filed to correct errors from the initial Form 4 filing for the reporting beneficial person's ownership of securities of CalEthos, Inc. (the "Issuer"). On September 7, 2024, the reporting person entered into an acquisition agreement with SFO IDF LLC ("SFO") pursuant to which the reporting person transferred his entire beneficial ownership of the securities of the Issuer to SFO. Such transfers were made without consideration for estate planning purposes.
  • [F2]The reported securities were owned by Nanosha Investments LLC, a company of which the reporting person is the principal member. The reporting person disclaims beneficial ownership of these securities, except to the extent of his pecuniary interest therein.
Signature
/s/ Sean P. Fontenot|2026-04-01

Documents

1 file
  • 4
    ownership.xml

    4/A