adijas
3 years ago
8k, Nasdaq CEO on board now https://www.otcmarkets.com/filing/html?id=15273899&guid=YfdwkeyV4Er5pth
On October 7, 2021, in connection with the recent decision of the Board of Directors of CalEthos, Inc. (the “Company”) to establish the Company in the rapidly-growing bitcoin mining industry and to engage in the business of high-performance computer manufacturing, the Board of Directors of the Company appointed Steven M. Shum and Sean Fontenot to the Board of Directors of the Company to fill existing vacancies on the Board. Each of Mr. Shum and Mr. Fontenot will serve on the Board until the next annual meeting of stockholders of the Company at which directors are elected, at which time each is expected to stand for re-election. Biographical information regarding Messrs. Shum and Fontenot is set forth below:
Steven M. Shum - Mr. Shum, 51, has been Chief Executive Officer of INVO Bioscience (NASDAQ: INVO) since October 2019 and a member of the board of directors of INVO Bioscience since October 2017. Prior to INVO Bioscience, Mr. Shun served as Chief Financial Officer of Eastside Distilling (NASDAQ: EAST) from October 2015 to November 2019. Prior to joining Eastside, Mr. Shum was an employee and a member of the board of directors of XZERES Corp. (OTCQB:XPWR), a global renewable energy company, from October 2008 until April 2015, where he served in various officer roles, including Chief Operating Officer from September 2014 until April 2015, Chief Financial Officer, Principal Accounting Officer and Secretary from April 2010 until September 2014 (under former name, Cascade Wind Corp) and Chief Executive Officer and President from October 2008 to August 2010. Mr. Shum also serves as the managing principal of Core Fund Management, LP and the Fund Manager of Core Fund, LP. He was a founder of Revere Data LLC (now part of Factset Research Systems, Inc.) and served as its Executive Vice President for four years, heading up the product development efforts and contributing to operations, business development, and sales. He spent six years as an investment research analyst and portfolio manager of D.N.B. Capital Management, Inc. His previous employers include Red Chip Review and Laughlin Group of Companies. He earned a B.S. in Finance and a B.S. in General Management from Portland State University in 1992.
Sean Fontenot – Mr. Fontenot, 39, has spent 20 years as a self-employed IT and network specialist and in 2017 became an executive producer of independent films. Mr. Fontenot is a technology enthusiast and film producer that manages a 5013c foundation dedicated to (i) educating the public on the history of video, arcade, and computer gaming - including the technical aspects and the impact of games on society; (ii) fostering public interest in software development and gaming hardware to enable technological growth and inspire the next generation of developers, and (iii) developing public space for action sports’ recreation - including mentoring youths and building programs designed to help bridge the gender gap in various action sports categories as well as underserved community members.
MegaDeath
3 years ago
CalEthos Closes Financing for Energy Efficient Bitcoin Mining Systems
TUSTIN, CA, Sept. 22, 2021 (GLOBE NEWSWIRE) -- CalEthos, Inc. (OTC Markets: BUUZ.PNK) (“CalEthos” or the “Company”) today announced the following business updates:
In connection with its shift into developing and manufacturing high-performance computer systems for processing cryptocurrencies and blockchain based transactions, and its corporate name and trading symbol changes, CalEthos (to be renamed AIQ Blockchain, Inc.), recently closed a $3.5 million financing to complete the initial development phases of a 5 nanometer ASIC chip for bitcoin mining. AIQ plans to manufacturer ¼ to ½ megawatt immersion-cooled bitcoin mining systems in a horizontal 48U tank configuration for larger bitcoin mining operations. The ASIC chip and immersion-cooled system development is expected to take nine to 10 months. AIQ plans to have prototypes completed for testing and customer demonstration by mid Q2-2022. The Company’s goal is to provide miners with energy efficient mining systems that consume 50% (or more) less electricity than conventional air-cooled bitcoin mining operations, which currently make up over 90% of the global bitcoin mining fleet.
The Company recently hired Hyuncheol Kim as its Chief Technology Officer and is in the process of building out its engineering team in South Korea to complete the development of its 5 nanometer ASIC chip with GoanChips and a team of system engineers in the U.S. that will be working on the design of a purpose-built immersion-cooled bitcoin mining system.
The Company is in the process of preparing an Information Statement that it plans to file with the Securities and Exchange Commission (SEC) to change its corporate name to AIQ Blockchain, Inc. In addition, the Company plans to file an application with OTC Markets Inc. to upgrade the trading market for its common stock to the OTCQB exchange, and in connection with the name change, the Company plans to change its trading symbol, pending FINRA approval, to AIQB.QB. Lastly, the Company is in the process of preparing a registration statement on form S-1 to register the resale of certain shares held by non-affiliate investors for trading.
https://www.otcmarkets.com/stock/BUUZ/news/story?e&id=2002698
MegaDeath
3 years ago
FORM 8-K
Item 1.01 Entry into a Material Definitive Agreement.
September 2021 Financing Transaction
On September 15, 2021, CalEthos Inc. (“we,” “us,” or “our company”) accepted a Subscription Agreement (the “Subscription Agreement”) from an investor, pursuant to which we sold to the investor for a purchase price of $3,500,000 an OID Convertible Promissory Note in the principal amount of $3,850,000 (the “Note”) and Series A stock purchase warrant (the “Series A Warrant”) to purchase up to 1,540,000 shares of the our Common Stock, par value $0.001 per share (the “Common Stock”).
The Note was issued with 10% original issue discount ($350,000) but does not otherwise bear interest, and matures on August 31, 2022. During the first six (6) months following issuance of the Note (the “Restricted Period”), we are not permitted to prepay of all or any portion of the Note without the prior written consent of the investor, which consent may be withheld, conditioned or delayed in the investor’s sole and absolute discretion. Other than as set forth in the preceding sentence, we may prepay all or any portion of the Note at any time without penalty.
The outstanding principal amount of the Note may be converted at any time at the election of the holder into shares of Common Stock at an initial conversion price equal to $1.25 per share, subject to adjustment for stock splits, stock combinations and the like, and to an adjustment for future issuances of Common Stock, warrants or rights to purchase Common Stock or securities convertible into Common Stock for a consideration per share that is less than the then-applicable conversion price, subject to certain exceptions (as adjusted from time to time, the “Conversion Price”). The Note is subject to automatic conversion (i) on the effective date of registration of five million or more shares of Common Stock, including the shares of Common Stock underlying the Note and the Warrant, or (ii) on the date on which the closing price of the Common Stock on the OTC Markets is at least $3.00 per share for 60 consecutive days post registration.
In the event that we issue any equity securities at a purchase price less than the then-current Conversion Price, the Conversion Price shall be reduced to the price at which the new shares are issued. However, the following issuances shall not trigger such anti-dilution adjustment: (i) securities issuable upon conversion of any of the Company’s outstanding convertible Notes outstanding prior to the date of issuance of the Note, (ii) Common Stock issuable upon a stock split, stock dividend, or any subdivision of the shares of Common Stock, or (iii) any stock options issued to management or consultants at a market price that is less than the Conversion Price.
The Series A Warrant is exercisable to purchase up to 1,540,000 shares of Common Stock for a purchase price of $1.87 per share, subject to adjustment, at any time on or prior to August 31, 2024. The Series A Warrant may be exercised at the option of the holder either by the payment of the exercise price in cash or on a “cashless” basis; provided, however, that if the Series A Warrant is exercised by the payment of the exercise price in cash, the holder will receive, in addition to the shares of Common Stock otherwise issuable upon exercise of the Series A Warrant, a three-year Series B Warrant to purchase a number of shares of Common Stock equal to the number of shares of Common Stock acquired upon the exercise in cash of the Series A Warrant at an exercise price equal to $1.87 per share, subject to certain adjustments.
Pursuant to the Subscription Agreement, we entered into a registration rights agreement with the investor dated as of September 15, 2021 (the “Registration Rights Agreement”) pursuant to which we have agreed with the investor to file a registration statement under the Securities Act of 1933, as amended (the “Securities Act”), to register the shares of Common Stock issuable upon conversion of the Note, exercise of the Series A Warrant and, if permitted by the rules and regulations of the Securities and Exchange Commission, the Series B Warrant, within 90 days of the date we complete a financing of $10 million or more, or earlier at our discretion, and to use our best efforts to have such registration statement declared effective by the Securities and Exchange Commission as soon as practicable after filing such registration statement. In addition, in the event we complete any underwritten registered public offering of the Common Stock, the investor will have unlimited “piggyback” rights, subject to underwriter cutbacks, with respect to those shares of Common Stock underlying the Note, the Series A Warrant and the Series B Warrant that are not then freely transferable pursuant to an effective registration statement under the Securities Act or may not be resold without restriction pursuant to Rule 144 promulgated under the Securities Act.
In connection with this transaction, we issued to the individual who introduced us to the investor in this offering a warrant to purchase up to 100,000 shares of Common Stock at a purchase price of $1.87 per share, subject to investment, at any time on or prior to September 15, 2026. This warrant may be exercised on a cash or cashless basis.
Following the receipt of the proceeds of such financing, we believe we are no longer a “shell company,” as defined in Rule 12b-2 of the Securities Exchange Act of 1934, as amended.
https://www.otcmarkets.com/filing/html?id=15235726&guid=vw69kq5omG9o53h
MegaDeath
3 years ago
CalEthos Issues CEO Business Update
TUSTIN, CA – July 20, 2021 — CalEthos, Inc. (OTC Markets: BUUZ.PNK) (“CalEthos” or the “Company”) today issued the following business update from Michael Campbell, Chairman and Chief Executive Officer:
To Our Fellow CalEthos Stakeholders:
Over the past few months, many notable changes have been made at CalEthos as we continued our efforts to create value for all CalEthos stakeholders. As most of you are aware, prior to the outbreak of the COVID-19 pandemic last year, we had intended to focus our business development efforts on building a chain of large-format cannabis superstores to serve the needs of the rapidly-growing Southern California cannabis market. However, over the past two years, financing for large-scale cannabis development projects has largely dried up, which caused us to review our company’s prospects and our ability to obtain financing and succeed in that industry. Fortunately, however, while we determined in late 2020 that the door for building a cannabis business was closing, we reconnected with a long-term business associate from the computer industry that was planning to develop a next generation high-performance computer system for processing crypto transactions. After much consideration, we made the decision to team up and transition the Company into developing and manufacturing transaction processing systems for cryptocurrency, tokens and blockchain applications.
On the basis of months of research of the crypto industry, we now plan to focus our business efforts on building a high-performance computer hardware business by developing a 5 nanometer ASIC chip and immersion-cooled bitcoin mining system for larger cryptocurrency mining companies. In connection with our change of business direction, we plan to change our corporate name to AIQ Blockchain, Inc. (“AIQ”) and our trading symbol, pending FINRA approval, to AIQB.QB. This will entail our filing of an Information Statement with the Securities and Exchange Commission relating to the corporate name change and an application with FINRA for the CUSIP change. In addition, in connection with such activities, we intend to file an application with OTC Markets Inc. to upgrade the trading market for our common stock to the OTCQB tier of the OTC Markets Inc.
In parallel with those efforts, we intend to hire a Chief Technology Officer, a technical support team, and a contract chip and systems engineering team to develop a 5 nanometer ASIC chip for bitcoin mining machines and an immersion-cooled bitcoin mining system that we plan to manufacture for larger bitcoin mining companies.
The ASIC chip and immersion-cooled system development is expected to take ten to 12 months to complete. At the final stages of development, we plan to complete prototypes for both ¼ and ½ MW immersion-cooled bitcoin mining systems for testing and customer demonstration. We are planning to design the systems to require over 50% less energy than conventional air-cooled bitcoin mining operations that currently make up over 90% of the global bitcoin mining fleet.
We intend to fund the development of our ASIC chips and immersion-cooled systems through equity or debt financings to accredited investors.
https://www.otcmarkets.com/filing/html?id=15099275&guid=U98kkeeRrRhA0th
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