Form SCHEDULE 13D CalEthos, Inc. Filed by: Stone Joel Drake
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
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CalEthos, Inc. (Name of Issuer) |
Common Stock, par value $0.001 per share (Title of Class of Securities) |
(CUSIP Number) |
Joel Stone 1881 S Palm Canyon Drive, Palm Springs, CA, 92264 (206) 604-1698 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
03/27/2026 (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. |
| 1 |
Name of reporting person
Joel Drake Stone | ||||||||
| 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)
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 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
3,750,000.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
12.2 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
(1) Includes 3,750,000 shares of Common Stock (as defined in Item 1), issuable upon the exercise of vested options (the "Vested Options") granted to the Reporting Person by the Issuer (as defined below). (2) Based on 25,730,540 Shares issued and outstanding as of March 16, 2026 as reported in the Issuer's Form 10-K, filed with the United States Securities and Exchange Commission on March 31, 2026 (the "Form 10-K"), and includes 3,750,000 shares of Common Stock issuable upon the exercise of the Vested Options.
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. | |
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 | ||
| 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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ATTACHMENTS / EXHIBITS
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