Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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- Peter Lynch
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
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CalEthos, Inc. (Name of Issuer) |
Common Stock, par value $0.001 per share (Title of Class of Securities) |
91678P203 (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) |
12/15/2025 (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).
SCHEDULE 13D
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| CUSIP No. | 91678P203 |
| 1 |
Name of reporting person
Chauncey Lennis Thompson | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
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| 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)
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| 6 | Citizenship or place of organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
3,500,000.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
12.0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
(1) Includes 3,500,000 shares of Common Stock (as defined in Item 1), issuable upon the exercise of warrants to purchase 3,500,000 shares of Common Stock (the "Warrants"). Of the securities reported herein, the outstanding shares of Common Stock and the Warrants 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 November 14, 2025 as reported in the Issuer's Form 10-Q, filed with the United States Securities and Exchange Commission on November 14, 2025 (the "Form 10-Q"), and includes 3,500,000 shares of Common Stock issuable upon the exercise of the Warrants.
SCHEDULE 13D
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| 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. | |
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Item 1 Comment:
This First Amendment to the Schedule 13D filed on August 13, 2025 (the "Original 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) | 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 (the "December Warrant"). | ||
| Item 4. | Purpose of Transaction | |
The Reporting Person is filing this Schedule 13D to report that he has received the December Warrant and the December 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 November 14, 2025 as reported in the Issuer's Form 10-Q, and includes 3,500,000 shares of Common Stock issuable upon the exercise of the Warrants. Aggregate number of shares beneficially owned: 3,500,000 Percentage: 12.0% | |
| (b) | Number of shares as to which such person has: (i) Sole power to vote or direct the vote: 3,500,000 (ii) Shared power to vote or direct the vote: 0 (iii) Sole power to dispose or to direct the disposition of: 3,500,000 (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 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 is attached as Exhibit 1 to this 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 is attached as Exhibit 2 to this Schedule 13D. Other than the Letter 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 - Letter Agreement, dated July 18, 2025, filed with the Original Schedule 13D. Exhibit 2 - Letter Agreement, dated December 12, 2025. | ||
| 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.
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