---
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"
generated_at: "2026-05-15T01:36:04.315556+00:00"
event_type: "debt"
sentiment: "neutral"
materiality_score: 0.75
calibrated_materiality_score: 0.75
confidence: "high"
source: SEC EDGAR
---

# CalEthos secures $16M promissory note from director-related entity, issues warrant for 6M shares at $0.50

## Summary
- 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.

## SEC filing metadata
- 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
- event_type: debt
- sentiment: neutral
- materiality_score: 0.75
- calibrated_materiality_score: 0.75
- confidence: high
- sec_items: 1.01, 3.02, 9.01
- 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

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001493152-26-019595
- JSON: https://secwatch.observer/filing/0001493152-26-019595.json
- Plain text: https://secwatch.observer/filing/0001493152-26-019595.txt

## Key facts
- Equity Issuances
  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.
  - Security: warrant
  - Shares: up to 5,000,000 shares of our common stock
  - Purchaser: SFO IDF LLC
  - Consideration: a loan to us in the amount of $15,000,000
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/1174891/000149315226019595/0001493152-26-019595-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.