{"schema_version":"secwatch.filing_event.v1","accession":"0001493152-26-019595","form_type":"8-K","ticker":"GEDC","cik":"0001174891","company_name":"CalEthos, Inc.","filed_at":"2026-04-29T23:59:59+00:00","discovered_at":"2026-05-14T18:02:32.033091+00:00","generated_at":"2026-05-15T01:36:04.315556+00:00","sec_items":["1.01","3.02","9.01"],"event_type":"debt","sentiment":"neutral","materiality_score":0.75,"calibrated_materiality_score":0.75,"confidence":"high","headline":"CalEthos secures $16M promissory note from director-related entity, issues warrant for 6M shares at $0.50","bullets":["Issued $16M promissory note (8% interest, due Dec 31, 2028) and warrant for 6M shares at $0.50 to SFO IDF LLC, an entity owned by trust for director Sean Fontenot's family.","Proceeds of $15M new loan will fund Raft River Data Center Campus joint venture with GW Finance, including $6M for a letter of credit.","SFO IDF is entitled to 50% of net proceeds from Phase 1 site sales (expected ~$37.5M), with additional revenue-sharing if shortfall.","For future phases 2 or 3, CalEthos to pay $10M per 300MW of construction-ready sites sold or leased."],"urls":{"canonical":"https://secwatch.observer/filing/0001493152-26-019595","json":"https://secwatch.observer/filing/0001493152-26-019595.json","markdown":"https://secwatch.observer/filing/0001493152-26-019595.md","text":"https://secwatch.observer/filing/0001493152-26-019595.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1174891/000149315226019595/0001493152-26-019595-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1174891/000149315226019595/form8-k.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-05-15T01:36:04.315556+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"ddfe51a0eefd996ff46bb4dfc7c2678ec7bbe4dc","claim":"CalEthos, Inc. issued up to 5,000,000 shares of our common stock of warrant to SFO IDF LLC for a loan to us in the amount of $15,000,000.","evidence_excerpt":"SFO IDF LLC, a company owned and controlled by a trust established for the benefit of certain family members of Sean Fontenot, a director of our company, the trustees of which are independent and not affiliated with Mr. Fontenot (\"SFO IDF\"), made a loan to us in the amount of $15,000,000 in consideration for which we issued to SFO IDF a promissory note in the principal amount of $15,000,000 that bears interest at the rate of 8% per annum and matures on December 31, 2028 (the \"Note\") and a seven-year warrant to purchase up to 5,000,000 shares of our common stock with an exercise price of $0.50 per share (the \"Warrant\").","evidence_source":"SEC 8-K Item 3.02/3.03","evidence_url":"https://www.sec.gov/Archives/edgar/data/1174891/000149315226019595/0001493152-26-019595-index.htm","confidence":0.85,"family_label":"Equity Issuances","details":[{"label":"Security","value":"warrant"},{"label":"Shares","value":"up to 5,000,000 shares of our common stock"},{"label":"Purchaser","value":"SFO IDF LLC"},{"label":"Consideration","value":"a loan to us in the amount of $15,000,000"}],"fact_type":"equity_issuance"}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}