Campbell Amends CalEthos Stake Filing

TL;DR

Campbell updated his CalEthos filing on 3/14. Ownership change incoming?

AI Summary

Michael Campbell, through an amendment filed on March 14, 2024, has updated his Schedule 13D filing for CalEthos, Inc. The filing indicates a change in beneficial ownership, though specific new holdings or dollar amounts are not detailed in this amendment. Campbell is listed with an address in Tustin, CA, and the filing concerns CalEthos, Inc., a real estate investment trust incorporated in Nevada.

Why It Matters

This amendment signals a potential shift in the ownership structure or strategy of CalEthos, Inc., which could impact its stock performance and future business decisions.

Risk Assessment

Risk Level: medium — Amendments to Schedule 13D filings often indicate significant changes in beneficial ownership, which can lead to increased volatility or strategic shifts for the company.

Key Numbers

• 20240314 — Filing Date (Date of the amendment filing)

Key Players & Entities

• Michael Campbell (person) — Filing party and beneficial owner
• CalEthos, Inc. (company) — Subject company
• Pryor Cashman LLP (company) — Legal counsel
• Eric M. Hellige, Esq. (person) — Contact person for legal counsel

FAQ

Key Financial Figures

• $0.001 — me of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securiti
• $15,600 — tock for an aggregate purchase price of $15,600.54, or $0.001 per share. Of the shares
• $9,320.42 — by M1 Advisors for a purchase price of $9,320.42.All of such shares were acquired with f
• $0.695 — Stock to eight investors at a price of $0.695 per share. At such time, there was 8,95

Filing Documents

• formsc13da.htm (SC 13D/A) — 61KB
• 0001493152-24-009936.txt ( ) — 62KB

From the Filing

SC 13D/A 1 formsc13da.htm UNITED SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2) 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) Copies to: Eric M. Hellige, Esq. c/o Pryor Cashman LLP 7 Times Square, 40 th Floor New York, NY 10036 Tel: (212) 326-0846 November 28, 2023 (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 which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 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 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). 1 NAMES OF REPORTING PERSONS 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 NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 7 SOLE VOTING POWER: 11,500,000 Shares (1) 8 SHARED VOTING POWER: 0 Shares 9 SOLE DISPOSITIVE POWER: 11,500,000 Shares (1) 10 SHARED DISPOSITIVE POWER: 0 Shares 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11,500,000 Shares (1) 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 41.3% (2) 14 TYPE OF REPORTING PERSON (See Instructions) IN (1) Includes (i) 8,954,199 shares of Common Stock, par value $0.001 per share (the “Common Stock”), of the Issuer (as defined in Item 1); (ii) 2,045,801 shares issuable upon the exercise of warrants to purchase 2,045,801 shares of Common Stock (the “Warrants”) that were granted to the Reporting Person (as defined in Item 2) by the Issuer; and (iii) 500,000 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, 8,954,199 shares of Common Stock 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 25,330,540 shares of Common Stock issued and outstanding as of February 28, 2024 as reported in Issuer’s Current Report on Form 8-K, filed with the United States Securities and Exchange Commission on March 12, 2024 (the “Form 8-K”), and includes 2,045,801 shares of Common Stock issuable upon the exercise of Warrants, plus 500,000 shares of Common Stock issuable upon the exercise of the BOD Options granted to Mr. Campbell under the Plan. 2 Item 1. Security and Issuer This second amendment (the “Second Amendment”) to the original Schedule 13D, which was filed on September 24, 2018 (the “Original Schedule 13D”) and amended on June 6, 2019 (the “First Amendment”), relates to the Shares of CalEthos Inc. (the “Issuer”). The Issuer’s principal executive office is located at 11753 Willard Avenue, Tustin, CA 92782. Item 2. Identity and Background (a) This 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 the Chairman of the Board and 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) The Reporting Person is a citizen of the United States. Item 3. Source and

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View this SC 13D/A filing on SEC EDGAR