Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported):

January 4, 2024

CALIBERCOS INC.

(Exact Name of Registrant as Specified in Its Charter)

Delaware

(State or Other Jurisdiction of Incorporation)


001-41703						47-2426901
(Commission File Number)						(IRS Employer Identification No.)


8901 E. Mountain View Rd. Ste. 150, Scottsdale, AZ						85258
(Address of Principal Executive Offices)						(Zip Code)

(480) 295-7600

(Registrant’s Telephone Number, Including Area Code)

N/A

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):


o			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbols	Name of each exchange on which registered
Class A Common Stock, par value $0.001	CWD	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company x

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Item 7.01 Regulation FD Disclosure.

On January 4, 2024, CaliberCos Inc. (the “Company” or “Caliber”) issued a press release announcing that Arizona Distilling Co. is celebrating its grand opening at its location at 155 W. Main Street.

The information disclosed under this Item 7.01, including Exhibit 99.1 attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01. Financial Statements and Exhibits.

(d)Exhibits


Exhibit No.						Exhibit
99.1						Press release dated January 4, 2024
104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


	CaliberCos Inc.

Date: January 9, 2024

	By:	/s/ John C. Loeffler, II
	Name:	John C. Loeffler, II
	Title:	Chairman and Chief Executive Officer

Exhibit 99.1

ARIZONA DISTILLING CO. OPENS SECOND LOCATION

IN DOWNTOWN MESA

SCOTTSDALE, Ariz., January 4, 2024 – Caliber (NASDAQ: CWD; CaliberCos Inc.), (NASDAQ: CWD), an alternative asset manager of real estate investments and developments, has brought another new business to Downtown Mesa, Arizona. On Thursday, January 4, Arizona Distilling Co. is celebrating its grand opening, hosting Caliber executives and several Mesa councilmembers, at its location at 155 W. Main Street. After opening its original location in Tempe, Arizona Distilling Co. has become well known for its locally sourced products and award-winning spirits, including Copper City Bourbon, the first legally produced bourbon in Arizona. The new location in Mesa boasts on-site production, a tasting room, and bar area.

“Downtown Mesa continues to grow and experience revitalization,” said Mesa Mayor John Giles. “Arizona Distilling Co. is a welcome addition, creating more opportunities for people to come together in our City’s central corridor and experience everything downtown has to offer. We appreciate Caliber’s investment and commitment to Mesa.”

Caliber leased the space to Arizona Distilling Co. in 2022, which was subsequently built out to accommodate its distilling needs, and the business is one of several that opened their doors in the Downtown Mesa area over the past year, along with several new housing developments, including:

–Level 1 Arcade Bar had its grand opening in July 2023 and is located at 48 W. Main Street. The bar and restaurant hosts a family friendly environment and allows all ages to enjoy a retro arcade experience with fully restored arcade and pinball machines along with a full menu and bar.

–ZenniHome will be installing 90 ZenniHome units at 29 West Main Street, where they conducted an initial groundbreaking event in July 2023. This innovative company brings viable solutions to the housing industry shortage by designing and factory-building their model homes to be easily transported and stack in multi-family configurations.

–2nd Avenue Commons located at 140 W. 2nd Avenue hosted a ribbon cutting ceremony in October 2023 to open its 144-unit apartment community. The development consists of 12 three-story buildings, containing 48 one-bedroom units and 96 two-bedroom units.

Caliber’s Opportunity Zone Funds have played a key role in developing these businesses and bringing them to the Downtown Mesa neighborhood.

“The investment in Downtown Mesa is a priority for Caliber, not only as a business growth strategy, but as members of the surrounding community,” said Chris Loeffler, Chief Executive Officer of Caliber. “Mesa is a booming area and it’s attracting young families who are looking for a community that hosts affordable housing options and unique and exciting restaurants, entertainment, and other businesses. We’re proud to be a part of the redevelopment efforts in Mesa, which are providing our investors with the opportunity to invest in meaningful, high impact projects with competitive returns.”

Caliber began acquiring a series of buildings in and around Downtown Mesa, a designated Opportunity Zone, in 2017. Alongside businesses like Arizona Distilling Co., Caliber is developing 10 buildings and approximately 160,000 sq. ft of mixed-use space, including Southwest Institute of Montessori Studies Inc. (SIMS), which closed on a 10-year lease at 305 E. Main Street, and Sonoran Rows, a craft malthouse located at 18 W. Main Street.

These projects in Downtown Mesa are part of Caliber’s Opportunity Zone Fund and are central to the redevelopment of the area. Caliber’s second diversified Opportunity Zone fund is now available to accredited investors with a total fundraise target of $250 million. Current plans for the funds include continued investment in Downtown Mesa, the Scottsdale-Riverwalk area, and Downtown Bryan/College Station area in Texas. Opportunity Zone funds offer investors the ability to reduce and eliminate short and long-term capital gains tax liabilities by investing in a professionally managed real estate fund and completing new developments that are impactful to the designated communities within each zone.

About Caliber

Caliber is a manager and developer of real estate that assists investors seeking access to potentially lucrative investments within Caliber’s target markets. Caliber creates and manages real estate funds that allow investors to participate as partners in multiple real estate investment strategies, including opportunity zone, opportunistic, distressed, value-add, and core plus investing. Caliber is differentiated by its in-house asset services group, which provides Caliber with stronger control of the real estate it manages and allows it to focus on projects between $5-$50m in size. Caliber’s investments are made available to registered investment advisers, broker-dealers, institutions, family offices and high net worth individuals through Caliber’s in-house client services group. Additional information can be found at Caliberco.com and Caliber Funds.co.

CONTACTS:

Caliber:

Victoria Rotondo

+1 480-295-7600

Victoria.rotondo@caliberco.com

Media Relations:

Kelly McAndrew

Financial Profiles

+1 203-613-1552

KMcAndrew@finprofiles.com

Cover	Jan. 04, 2024
Cover [Abstract]
Document Type	8-K
Document Period End Date	Jan. 04, 2024
Entity Registrant Name	CALIBERCOS INC.
Entity Incorporation, State or Country Code	DE
Entity File Number	001-41703
Entity Tax Identification Number	47-2426901
Entity Address, Address Line One	8901 E. Mountain View Rd.
Entity Address, Address Line Two	Ste. 150
Entity Address, City or Town	Scottsdale
Entity Address, State or Province	AZ
Entity Address, Postal Zip Code	(Zip Code)
City Area Code	480
Local Phone Number	295-7600
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Class A Common Stock, par value $0.001
Trading Symbol	CWD
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Amendment Flag	false
Entity Central Index Key	0001627282