CaliberCos Inc. Files 8-K: Agreements, Equity Sales, and Bylaw Changes

TL;DR

CaliberCos Inc. filed an 8-K detailing new agreements, equity sales, and bylaw changes. Watch for financial implications.

AI Summary

On September 11, 2025, CaliberCos Inc. entered into a material definitive agreement, potentially involving a direct financial obligation or an off-balance sheet arrangement. The company also reported on unregistered sales of equity securities and amendments to its articles of incorporation or bylaws. This filing also includes Regulation FD disclosures and financial statements/exhibits.

Why It Matters

This 8-K filing indicates significant corporate actions by CaliberCos Inc., including new agreements and equity transactions, which could impact its financial structure and future operations.

Risk Assessment

Risk Level: medium — The filing involves material definitive agreements, financial obligations, and unregistered equity sales, which can introduce financial and operational risks.

Key Players & Entities

• CaliberCos Inc. (company) — Registrant
• September 11, 2025 (date) — Date of earliest event reported
• Delaware (jurisdiction) — State of Incorporation
• 001-41703 (identifier) — SEC File Number

FAQ

Key Financial Figures

• $0.001 — tered Class A Common Stock, par value $0.001 CWD The Nasdaq Stock Market LLC Ind
• $1,000 — Stock at a per share purchase price of $1,000 for gross proceeds to the Company of $1
• $15,868,000 — 00 for gross proceeds to the Company of $15,868,000. The foregoing description of the Purch
• $10,333,203 — which it may sell up to an aggregate of $10,333,203 of shares of the Company's Class A comm
• $50,000,000 — 2025 that included the registration of $50,000,000 of its shares of Class A common stock i
• $250.00 — te equal to the stated value divided by $250.00. Voting Rights . The Series B Preferre
• $15.9 million — institutional investor for the sale of $15.9 million of perpetual convertible preferred equi

Filing Documents

• tm2526187d1_8k.htm (8-K) — 45KB
• tm2526187d1_ex1-1.htm (EX-1.1) — 213KB
• tm2526187d1_ex3-1.htm (EX-3.1) — 57KB
• tm2526187d1_ex5-1.htm (EX-5.1) — 11KB
• tm2526187d1_ex10-1.htm (EX-10.1) — 72KB
• tm2526187d1_ex99-1.htm (EX-99.1) — 12KB
• tm2526187d1_ex5-1img001.jpg (GRAPHIC) — 3KB
• tm2526187d1_ex99-1img001.jpg (GRAPHIC) — 7KB
• 0001104659-25-090624.txt ( ) — 686KB
• cwd-20250911.xsd (EX-101.SCH) — 3KB
• cwd-20250911_lab.xml (EX-101.LAB) — 33KB
• cwd-20250911_pre.xml (EX-101.PRE) — 22KB
• tm2526187d1_8k_htm.xml (XML) — 4KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. Securities Purchase Agreement On September 11, 2025, CaliberCos Inc. (the "Company") entered into a securities purchase agreement (the "Purchase Agreement") with Mast Hill Fund, L.P. (the "Investor") as the purchaser, pursuant to which the Company issued the Investor 15,868 shares of Series B Preferred Stock at a per share purchase price of $1,000 for gross proceeds to the Company of $15,868,000. The foregoing description of the Purchase Agreement does not purport to be complete and is qualified in its entirety by the terms and conditions of the Purchase Agreement filed as Exhibit 10.1 hereto and incorporated by reference herein. At-The-Market Offering On September 17, 2025, the Company entered into an At-The-Market Offering Agreement (the "Sales Agreement") with R.F. Lafferty & Co., Inc. and The Benchmark Company, LLC (together, the "Managers") to create an at-the-market equity program under which it may sell up to an aggregate of $10,333,203 of shares of the Company's Class A common stock, par value $0.001 per share (the "Shares"), from time to time through the Managers, as sales agents, subject to any applicable limits when using Form S-3 (the "ATM Offering"). Upon delivery of a sales notice and subject to the terms and conditions of the Sales Agreement, the Managers may sell the Shares by any method permitted by law deemed to be an "at-the-market" offering as defined in Rule 415 promulgated under the Securities Act, including sales made directly on The Nasdaq Capital Market, on any other existing trading market for the common stock or to or through a market maker. If the Company and the Managers agree on any method of distribution other than sales of shares of the Shares into The Nasdaq Capital Market or another existing trading market in the United by Rule 424(b) un

03. Creation of a Direct Financial Obligation

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information set forth in Item 1.01 of this Current Report on Form 8-K with respect to the Purchase Agreement is incorporated herein by reference.

02. Unregistered Sales of Equity Securities

Item 3.02. Unregistered Sales of Equity Securities. The information set forth in Item 1.01 of this Current Report on Form 8-K with respect to the Purchase Agreement is incorporated herein by reference. The securities described above with respect to the Purchase Agreement have not been registered under the Securities Act or the securities laws of any state, and were offered and sold in reliance on the exemption from registration under the Securities Act afforded by Section 4(a)(2) thereof.

03 Amendments to Articles of Incorporation or Bylaws; Change

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. On September 11, 2025, the Company filed the Series B Certificate of Designation with the Secretary of State of the State of Delaware to establish the preferences, voting powers, limitations as to dividends or other distributions, qualifications, terms and conditions of redemption and other terms and conditions of the Company's Series B Preferred Stock. The Series B Preferred Stock is subject to certain rights, preferences, privileges, and obligations, including voluntary conversion provisions, as well as beneficial ownership restrictions and share cap limitations, as set forth in the Series B Certificate of Designation. The following is a summary description of the terms and the general effect of the issuance of the shares of Series B Preferred Stock on the Company's other classes of registered securities. Value . Each share of Series B Preferred Stock has an initial stated value of $1,000.00, subject to appropriate adjustment in relation to certain events, such as recapitalizations, stock dividends, stock splits, stock combinations, reclassifications or similar events affecting the Company's Series B Preferred Stock. Optional Conversion . At any time and from time to time, a holder of the shares of Series B Preferred Stock may, at its option, convert the holder's shares of Series B Preferred Stock at a rate equal to the stated value divided by $250.00. Voting Rights . The Series B Preferred Stock will have no voting rights relative to matters submitted to a vote of the Company's stockholders (other than as required by law). However, the Company may not, without the affirmative vote or written consent of the holders of a majority of the then issued and outstanding Series B Preferred Stock: (i) amend or waive any provision of the certificate of designation or otherwise take any action that modifies any powers, rights, preferences, privileges or restrictions of the Series

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure. On September 17, 2025, the Company issued a press release announcing that it has closed a securities purchase agreement with an institutional investor for the sale of $15.9 million of perpetual convertible preferred equity and, separately, has established and activated an At-The-Market (ATM) equity program. 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 Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits Exhibit No. Exhibit 1.1 At-The-Market Offering Agreement by and among the Company and R.F. Lafferty & Co., Inc., dated as of September 17, 2025 3.1 Certificate of Designation, Preferences and Rights relating to the Series B Convertible Preferred Stock, dated September 11, 2025 5.1 Opinion of Manatt, Phelps & Phillips, LLP 10.1 Securities Purchase Agreement, dated September 11, 2025 23.1 Consent of Manatt, Phelps & Phillips, LLP (included in Exhibit 5.1) 99.1 Press Release dated September 17, 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 hereunto duly authorized. Date: September 17, 2025 CaliberCos Inc. By: /s/ John C. Loeffler, II Name: John C. Loeffler, II Title: Chief Executive Officer

View Full Filing

View this 8-K filing on SEC EDGAR