SCHEDULE: CalEthos Insider Michael Campbell Shifts Role, Maintains Major Stake
Schedule 13D Amendment
Michael Campbell has transitioned from CEO to VP of Corporate Development at CalEthos, Inc., while retaining a significant 43.6% beneficial ownership stake.
Summary
- Michael Campbell, the Reporting Person, has filed Amendment No. 3 to his Schedule 13D, updating his beneficial ownership and executive role at CalEthos, Inc.
- Campbell has resigned from his position as Chief Executive Officer of CalEthos, Inc. and has been appointed as the Vice President, Corporate Development of the Issuer.
- He beneficially owns 13,066,667 shares of CalEthos, Inc. Common Stock, representing 43.6% of the class.
- This ownership includes 8,554,199 shares of Common Stock, 3,545,801 shares issuable from warrants, and 666,667 shares from vested board of director options.
- A significant portion of these securities are held by M1 Advisors LLC, a company solely owned by Mr. Campbell and his wife, with Mr. Campbell deemed to beneficially own these holdings.
- The percentage is calculated based on 25,730,540 shares outstanding as of March 16, 2026, as reported in the Issuer's Annual Report on Form 10-K, plus the exercisable warrants and options.
- No acquisitions or dispositions of Common Stock by the Reporting Person occurred in the past sixty days.
Sentiment
Score: 6
Explanation: StockSavvy.ai views this as a neutral to slightly positive development. While a CEO stepping down can introduce uncertainty, the retention of a significant ownership stake and a move to a strategic corporate development role suggests continued commitment and potential for future growth initiatives.
Positives
- Michael Campbell maintains a substantial 43.6% beneficial ownership in CalEthos, Inc., indicating continued alignment with shareholder interests.
- The transition to Vice President, Corporate Development suggests a focus on strategic growth and business expansion, leveraging Mr. Campbell's experience.
Negatives
- The resignation of Michael Campbell from the Chief Executive Officer role could signal a change in leadership direction or strategy, which may introduce uncertainty.
Future Outlook
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, other than the reported role change. He may review or reconsider his positions with respect to CalEthos, Inc. and formulate plans or proposals with respect to any such matters at any time, but has no present intention of doing so.
Industry Context
StockSavvy.ai notes that a shift in a key executive's role, especially from CEO to a corporate development function, often indicates a strategic pivot or a restructuring of leadership responsibilities within a company. For CalEthos, Inc., this could suggest a renewed focus on mergers, acquisitions, partnerships, or other growth initiatives, leveraging Mr. Campbell's experience in a more specialized capacity.
Management Changes
| Role | Previous Person | New Person | Effective Date | Reason |
|---|---|---|---|---|
| Chief Executive Officer | Michael Campbell | N/A | 2026-03-27 | Resignation from CEO role. |
| Vice President, Corporate Development | N/A | Michael Campbell | 2026-03-27 | Appointment to new role. |
Related Party Transactions
- M1 Advisors LLC, a company of which Mr. Campbell and his wife are the sole members, acquired 9,320,414 shares of Series A Preferred Stock in 2018 and later received Warrants as compensation.
- M1 Advisors borrowed funds from an entity owned and controlled by the Reporting Person for the initial acquisition of Series A Preferred Stock, and subsequently transferred 505,000 shares of Series A Preferred Stock to settle this loan.
Stakeholder Impact
- Shareholders: Michael Campbell's continued significant ownership (43.6%) aligns his interests with other shareholders. The shift to a corporate development role could lead to new strategic initiatives impacting future value.
- Employees: A change in CEO can create uncertainty but also new opportunities under different leadership. The new VP role for Campbell might indicate a focus on growth that could benefit employees.
Next Steps
- Michael Campbell may, at any time, review or reconsider his positions with respect to CalEthos, Inc.
- He may formulate plans or proposals with respect to matters described in Item 4 of Schedule 13D.
Key Dates
| Date | Description |
|---|---|
| 2018-09-12 | M1 Advisors acquired 9,320,414 shares of Series A Preferred Stock of CalEthos, Inc. pursuant to a Preferred Purchase Agreement. |
| 2018-09-24 | Original Schedule 13D filed by Michael Campbell. |
| 2018-12-21 | All Series A Preferred Stock automatically converted into Common Stock on a one-for-one basis. |
| 2019-03-25 | M1 Advisors sold 806,471 shares of Common Stock to eight investors. |
| 2019-06-06 | First Amendment to Schedule 13D filed. |
| 2023-11-28 | Warrants granted to M1 Advisors and BOD Options granted to Michael Campbell as compensation. |
| 2024-03-14 | Second Amendment to Schedule 13D filed. |
| 2026-03-16 | Date as of which 25,730,540 shares of Common Stock were issued and outstanding, as reported in the Issuer's Form 10-K. |
| 2026-03-27 | Date of event requiring the filing of this statement (Michael Campbell's role change). |
| 2026-03-31 | Issuer's Annual Report on Form 10-K filed with the SEC. |
| 2026-04-01 | Signature date of the Third Amendment to Schedule 13D. |
Recommendation
holdThe filing indicates a significant management change with the CEO transitioning to a corporate development role, while maintaining a substantial ownership stake. This could be interpreted in various ways by the market, from a positive strategic realignment to a potential leadership vacuum. Without further context on the new CEO or the specific strategic direction, a 'hold' recommendation is prudent, advising investors to await more information on the company's future leadership and strategic plans. The continued high insider ownership is a positive signal, but the change in executive function warrants caution.
Keywords
CalEthos Inc., Michael Campbell, Schedule 13D, Beneficial Ownership, Corporate Governance, Management Change, CEO Resignation, Corporate Development, Insider Ownership, Equity Incentive Plan
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