CaliberCos Inc. Files 8-K: Material Agreement
Ticker: CWD · Form: 8-K · Filed: Sep 10, 2025 · CIK: 1627282
| Field | Detail |
|---|---|
| Company | Calibercos Inc. (CWD) |
| Form Type | 8-K |
| Filed Date | Sep 10, 2025 |
| Risk Level | medium |
| Pages | 3 |
| Reading Time | 3 min |
| Key Dollar Amounts | $0.001, $50,000,000 |
| Sentiment | neutral |
Sentiment: neutral
Topics: material-agreement, 8-k
TL;DR
CALIBERCOS INC. SIGNED A MATERIAL DEFINITIVE AGREEMENT ON 9/9/25. DETAILS TO FOLLOW.
AI Summary
On September 9, 2025, CaliberCos Inc. entered into a material definitive agreement. The filing also includes information regarding Regulation FD disclosure and financial statements and exhibits. The company is incorporated in Delaware and its principal executive offices are located in Scottsdale, Arizona.
Why It Matters
This 8-K filing indicates a significant new agreement for CaliberCos Inc., which could impact its business operations and financial performance.
Risk Assessment
Risk Level: medium — Material definitive agreements can introduce new risks or opportunities that are not yet fully understood.
Key Players & Entities
- CaliberCos Inc. (company) — Registrant
- September 9, 2025 (date) — Date of earliest event reported
- Scottsdale, AZ (location) — Principal Executive Offices
- Delaware (location) — State of Incorporation
FAQ
What is the nature of the material definitive agreement entered into by CaliberCos Inc.?
The filing does not specify the details of the material definitive agreement, only that one was entered into on September 9, 2025.
What other information is included in this 8-K filing?
This 8-K filing also includes information regarding Regulation FD disclosure and financial statements and exhibits.
When was the earliest event reported in this filing?
The earliest event reported in this filing occurred on September 9, 2025.
Where are CaliberCos Inc.'s principal executive offices located?
CaliberCos Inc.'s principal executive offices are located at 8901 E. Mountain View Rd. Ste. 150, Scottsdale, AZ 85258.
In which state is CaliberCos Inc. incorporated?
CaliberCos Inc. is incorporated in Delaware.
Filing Stats: 818 words · 3 min read · ~3 pages · Grade level 10.4 · Accepted 2025-09-09 17:57:29
Key Financial Figures
- $0.001 — tered Class A Common Stock, par value $0.001 CWD The Nasdaq Stock Market LLC Ind
- $50,000,000 — 333-280243), for registration of up to $50,000,000 in aggregate value of securities of the
Filing Documents
- tm2525700d1_8k.htm (8-K) — 30KB
- tm2525700d1_ex5-1.htm (EX-5.1) — 10KB
- tm2525700d1_ex10-1.htm (EX-10.1) — 46KB
- tm2525700d1_ex99-1.htm (EX-99.1) — 8KB
- tm2525700d1_ex5-1img001.jpg (GRAPHIC) — 3KB
- 0001104659-25-088692.txt ( ) — 282KB
- cwd-20250909.xsd (EX-101.SCH) — 3KB
- cwd-20250909_lab.xml (EX-101.LAB) — 33KB
- cwd-20250909_pre.xml (EX-101.PRE) — 22KB
- tm2525700d1_8k_htm.xml (XML) — 4KB
01 Entry into a Material Definitive
Item 1.01 Entry into a Material Definitive Agreement. On July 19, 2025, CaliberCos Inc. (the "Company") entered into a advisory agreement (the "Agreement") with Blake Elliot, Inc. ("Janover"). As compensation for the services provided by Janover to the Company, the Company shall issue Janover or its designees a total of 50,000 shares of Class A common stock, par value $0.001 ("Common Stock"). Pursuant to the Agreement, on or about July 19, 2025 the Company issued 25,000 restricted shares to Janover and on September 9, 2025, the Company issued Janover 25,000 shares of Common Stock previously registered further to the shelf registration statement referenced below (the " Registered Shares"). The Registered Shares were offered by the Company pursuant to its registration statement on Form S-3 (File No. 333-280243), for registration of up to $50,000,000 in aggregate value of securities of the Company, which was filed with the Securities and Exchange Commission on June 14, 2024 and declared effective on June 25, 2024. The offer and sale of the Registered Shares is described in the Company's prospectus constituting a part of the Registration Statement, as supplemented by a prospectus supplement dated September 9, 2025. The foregoing descriptions of the Agreement is not complete and is qualified in its entirety by reference to the full text of the Agreement, a copy of which is filed as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated by reference herein. Manatt, Phelps & Phillips, LLP, counsel to the Company, has issued an opinion to the Company with respect to the validity of the Registered Shares issued and sold in the offering, a copy of which is filed as Exhibit 5.1 to this Current Report on Form 8-K.
01 Regulation
Item 7.01 Regulation FD Disclosure On September 9, 2025, the Company issued a press release announcing that it has completed its initial purchase of Chainlink (LINK) tokens as part of its digital asset treasury strategy. A copy of this press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K. 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.
01 Financial
Item 9.01 Financial Exhibits Exhibit No. Description 5.1 Opinion of Manatt, Phelps & Phillips, LLP 10.1 Advisory Agreement 23.1 Consent of Manatt, Phelps & Phillips, LLP (contained in Exhibit 5.1) 99.1 Press Release dated September 9, 2025 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
SIGNATURES
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 thereunto duly authorized. Date: September 9, 2025 CaliberCos Inc . By: /s/ John C. Loeffler, II Name: John C. Loeffler, II Title: Chairman and Chief Executive Officer