Sean P. Fontenot - Nov 28, 2023 Form 4 Insider Report for CalEthos, Inc. (BUUZ)

Role
Director, 10%+ Owner
Signature
/s/ Sean P. Fontenot
Stock symbol
BUUZ
Transactions as of
Nov 28, 2023
Transactions value $
-$1,537,250
Form type
4
Date filed
1/3/2024, 03:26 PM
Previous filing
Nov 9, 2021
Next filing
Feb 14, 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction BUUZ Common Stock Conversion of derivative security +8.58M 8.58M Dec 11, 2023 See Footnote F1, F2, F3

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction BUUZ 10% OID Convertible Promissory Note Conversion of derivative security -3.08M -100% 0 Dec 6, 2023 Common Stock 3.08M $1.25 See Footnote F3, F4
transaction BUUZ Series A Stock Purchase Warrant Conversion of derivative security -$1.54M 0 Dec 6, 2023 Common Stock 1.54M $1.87 See Footnote F3, F4
transaction BUUZ Warrants Award $2K +2M $0.00* 2M Nov 28, 2023 Common Stock 2M $0.54 See Footnote F3
transaction BUUZ Board of Director Options Award $750 +750K +37.5% $0.00* 2.75M Nov 28, 2023 Common Stock 750K $0.54 Direct
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 The shares of common stock were received in consideration for the exchange of the outstanding 10% OID Convertible Promissory Note of CalEthos, Inc. (the "Issuer") and the Series A Warrants of the Issuer described in Table II. The Issuer and the reporting person valued those securities in the aggregate at $4,288,219, which resulted in a price per share of $0.50.
F2 These shares were issued in exchange for the 10% OID Convertible Promissory Note and the Series A Stock Purchase Warrant listed in Table II.
F3 The reported securities are 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.
F4 The 10% OID Convertible Promissory Note and the Series A Stock Purchase Warrants were exchanged for the shares of common stock listed in Table I.