Item
8.01 Other Information.
On
July 20, 2021, CalEthos, Inc. (“we,” “us,” or “our company”) issued a press
release entitled “CalEthos Issues CEO Business Update.” A copy of the press release is attached as Exhibit 99.1 to this current
report on Form 8-K and is incorporated by reference herein.
The
information under this Item 8.01, including Exhibit 99.1, is deemed “furnished” and not “filed” under Section
18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability
of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities
Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as shall be expressly set forth by specific
reference in such filing.
Cautionary
Note Regarding Forward-Looking Statements
The
information in this Current Report on Form 8-K, including Exhibit 99.1, may contain “forward looking statements” within the
meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995, Section 27A
of the Securities Act and Section 21E of the Exchange Act. Certain statements furnished pursuant to this Item 8.01 and the accompanying
Exhibit 99.1 are not historical facts are forward-looking statements that reflect management’s current expectations, assumptions,
and estimates of future performance and economic conditions, and involve risks and uncertainties that could cause actual results to differ
materially from those anticipated by the statements made herein. Forward-looking statements are generally identifiable by the use of
forward-looking terminology such as “believe,” “expect,” “may,” “will,” “should,”
“could,” “continue,” “anticipate” “optimistic,” “forecast” “intend,”
“estimate,” “preliminary,” “project,” “seek,” “plan,” “looks to,”
“on condition,” “target,” “potential,” “guidance,” “outlook” or “trend,”
or other comparable terminology, or by a general discussion of strategy or goals or other future events, circumstances, or effects. Such
statements include, but are not limited to, statements about our plans, objectives, expectations, intentions, estimates and strategies
for the future, and other statements that are not historical facts. These forward-looking statements are based on our current objectives,
beliefs and expectations, and they are subject to significant risks and uncertainties that may cause actual results and financial position
and timing of certain events to differ materially from the information in the forward-looking statements. There may be many factors of
which we are not currently aware that may affect matters discussed in the forward-looking statements and may also cause actual results
to differ materially from those discussed. These factors include, but are not limited to, our ability to raise capital to fund our research
and development and our product development efforts, the demand for and general acceptance of cyrptocurrencies in the U.S. and worldwide;
the impact of the current COVID-19 pandemic, which may limit access to our consultants, facilities, customers, management, support staff,
and professional advisors, demand for our proposed products and services, economic conditions in the U.S. and worldwide, and our ability
to recruit and retain management, technical, and sales personnel. The forward-looking statements contained in this report are made as
of the date of this report, and we do not assume any obligation to publicly update or supplement any forward-looking statement to reflect
actual results, changes in assumptions or changes in other factors affecting these forward-looking statements other than as required
by law. Any forward-looking statements speak only as of the date hereof or as of the dates indicated in the statement. Further information
relating to factors that may impact our results and forward-looking statements are disclosed in our filings with the SEC.