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):

August 7, 2023

CALIBERCOS INC.

(Exact Name of Registrant as Specified in Its Charter)

Delaware

(State or Other Jurisdiction of Incorporation)


024-11016						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 August 7, 2023, CaliberCos Inc. issued a press release announcing that Chris Loeffler, CEO of Caliber, will present at the SHARE Series Monday Management Update on August 14, 2023. On August 8, 2023, CaliberCos Inc. issued a press release announcing that Mr. Loeffler, will participate in the Sidoti Micro-Cap Virtual Conference on August 16, 2023. Copies of these press releases are attached to this Current Report on Form 8-K as Exhibits 99.1 and 99.2, respectively, and are hereby furnished pursuant to this Item 7.01.

The information disclosed under this Item 7.01, including Exhibits 99.1 and 99.2 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 August 7 , 2023
99.2						Press release dated August 8 , 2023
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: August 9, 2023

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

Exhibit 99.1

CaliberCos Inc. CEO to Present at the SHARE Series

Monday Management Update on August 14, 2023

SCOTTSDALE, Ariz., August 7, 2023 — CaliberCos Inc., (the “Company” or “Caliber”) (NASDAQ: CWD) a leading vertically integrated alternative asset manager, today announced that Chris Loeffler, CEO of Caliber, will present at the SHARE Series Monday Management Update on August 14, 2023 at 1:00 p.m. ET.

This fireside chat is open to retail and institutional investors who will have the opportunity to ask questions during the moderated chat.

This live stream presentation will be webcast and can be accessed at https://www.openexchange.tv/monday-management-update-august-14th/caliber-nasdaq-cwd, or on the Investor Relations section of Caliber’s website at https://ir.caliberco.com/. An archived replay will be available on the SHARE Series website for approximately 90 days following the event.

About CaliberCos Inc.

Caliber (NASDAQ: CWD) is a leading vertically integrated alternative asset management firm whose purpose is to build generational wealth for investors seeking to access opportunities in middle-market assets. Caliber differentiates itself by creating, managing, and servicing proprietary products, including middle-market investment funds, private syndications, and direct investments which are managed by our in-house asset services group. Our funds include investment vehicles focused primarily on real estate, private equity, and debt facilities. Additional information can be found at Caliberco.com and CaliberFunds.co.

Forward Looking Statements

This press release contains “forward-looking statements” that are subject to substantial risks and uncertainties. All statements, other than statements of historical fact, contained in this press release are forward-looking statements. Forward-looking statements contained in this press release may be identified by the use of words such as “anticipate,” “believe,” “contemplate,” “could,” “estimate,” “expect,” “intend,” “seek,” “may,” “might,” “plan,” “potential,” “predict,” “project,” “target,” “aim,” “should,” "will” “would,” or the negative of these words or other similar expressions, although not all forward-looking statements contain these words. Forward-looking statements are based on the Company’s current expectations and are subject to inherent

uncertainties, risks and assumptions that are difficult to predict. Further, certain forward-looking statements are based on assumptions as to future events that may not prove to be accurate. These and other risks and uncertainties are described more fully in the section titled “Risk Factors” in the final prospectus related to the Company’s public offering filed with the SEC and other reports filed with the SEC thereafter. Forward-looking statements contained in this announcement are made as of this date, and the Company undertakes no duty to update such information except as required under applicable law.

CONTACTS:

Caliber:

Victoria Rotondo

+1 480-295-7600

Victoria.rotondo@caliberco.com

Media Relations:

Danielle Meyer

Financial Profiles

+1 203-613-1552

Dmeyer@finprofiles.com

Investor Relations:

Tamara Gonzalez

Financial Profiles

+1 310-622-8234

ir@caliberco.com

Exhibit 99.2

Caliber CEO to Present at the Sidoti Micro-Cap Conference on August 16, 2023

SCOTTSDALE, Ariz., August 8, 2023 — CaliberCos Inc., (the “Company” or “Caliber”) (NASDAQ: CWD) a leading vertically integrated alternative asset manager, today announced that Chris Loeffler, CEO of Caliber, will participate in the Sidoti Micro-Cap Virtual Conference on August 16, 2023 at 3:15 pm ET. Mr. Loeffler is also hosting virtual one-on-one meetings with institutional investors throughout the day.

Registration for the live presentation can be accessed on the Company’s Investor Relations page at https://ir.caliberco.com/ or on the Sidoti conference website at https://sidoti.zoom.us/webinar/register/WN_qbA5y53nTwSSKRTBbE9Z4g. To request one-on-one meetings, please contact Caliber Investor Relations.

About CaliberCos Inc.

Forward Looking Statements

the final prospectus related to the Company’s public offering filed with the SEC and other reports filed with the SEC thereafter. Forward-looking statements contained in this announcement are made as of this date, and the Company undertakes no duty to update such information except as required under applicable law.

CONTACTS:

Caliber:

Victoria Rotondo

+1 480-295-7600

Victoria.rotondo@caliberco.com

Investor Relations:

Tamara Gonzalez

Financial Profiles

+1 310-622-8234

ir@caliberco.com

Media Relations:

Danielle Meyer

Financial Profiles

+1 310-622-8234

Dmeyer@finprofiles.com

Cover	Aug. 07, 2023
Cover [Abstract]
Document Type	8-K
Document Period End Date	Aug. 07, 2023
Entity Registrant Name	CALIBERCOS INC.
Entity Incorporation, State or Country Code	DE
Entity File Number	024-11016
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