CaliberCos Inc. Files 8-K on Delisting Concerns

TL;DR

CaliberCos Inc. might be delisted - 8-K filed.

AI Summary

CaliberCos Inc. filed an 8-K on October 23, 2025, reporting a notice of delisting or failure to satisfy a continued listing rule or standard, and a transfer of listing, with the earliest event reported on October 22, 2025. The filing also includes Regulation FD Disclosure and Financial Statements and Exhibits.

Why It Matters

This filing indicates potential issues with CaliberCos Inc.'s continued listing on an exchange, which could impact its stock trading and investor confidence.

Risk Assessment

Risk Level: high — A notice of delisting or failure to meet listing standards is a significant event that can lead to severe consequences for a company's stock.

Key Players & Entities

• CaliberCos Inc. (company) — Registrant
• October 22, 2025 (date) — Earliest event reported
• October 23, 2025 (date) — Filing date
• 8901 E. Mountain View Rd. Ste. 150, Scottsdale, AZ 85258 (address) — Principal Executive Offices

FAQ

Key Financial Figures

• $0.001 — tered Class A Common Stock, par value $0.001 CWD The Nasdaq Stock Market LLC Ind
• $2,500,000 — ockholders' equity had fallen below the $2,500,000 required minimum for continued listing
• $2.5 million — is Report, stockholders' equity exceeds $2.5 million and that it has regained compliance wit
• $4.5 million — , 2025, stockholders' equity is between $4.5 million and $6.0 million. NASDAQ will continue
• $6.0 million — ers' equity is between $4.5 million and $6.0 million. NASDAQ will continue to monitor the C

Filing Documents

• tm2529321d1_8k.htm (8-K) — 29KB
• tm2529321d1_ex99-1.htm (EX-99.1) — 10KB
• tm2529321d1_ex99-1img001.jpg (GRAPHIC) — 6KB
• 0001104659-25-101675.txt ( ) — 215KB
• cwd-20251025.xsd (EX-101.SCH) — 3KB
• cwd-20251025_lab.xml (EX-101.LAB) — 33KB
• cwd-20251025_pre.xml (EX-101.PRE) — 22KB
• tm2529321d1_8k_htm.xml (XML) — 4KB

01. Notice of Delisting or Failure to Satisfy a Continued

Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard Transfer of Listing. As previously disclosed on that certain Current Report on Form 8-K as filed with the Securities and Exchange Commission on August 27, 2025 (the "Original 8-K"), on August 27, 2025, CaliberCos Inc. (the "Company") received a notification letter (the "Notice") from the Nasdaq Listing Qualifications Staff (the "Staff") of The Nasdaq Stock Market LLC ("Nasdaq") notifying the Company that its amount of stockholders' equity had fallen below the $2,500,000 required minimum for continued listing set forth in Nasdaq Listing Rule 5550(b)(1). As noted in the Original 8-K, the Company had 45 days from the date of the Notice to provide Nasdaq with a specific plan to achieve and sustain compliance, which the Company has done. The Company is filing this Current Report on Form 8-K (this "Report") to provide an update to its compliance with continued listing requirements as set forth in Nasdaq Listing Rule 5550(b)(1). As a result of various transactions entered into by the Company since September 30, 2025, including without limitation various equity offerings and debt conversions, the Company believes that as of the date of this Report, stockholders' equity exceeds $2.5 million and that it has regained compliance with the minimum $2.5 million stockholders' equity requirement for continued listing. The Company estimates that as of September 30, 2025, stockholders' equity is between $4.5 million and $6.0 million. NASDAQ will continue to monitor the Company's ongoing compliance with the minimum stockholders' equity requirement and, if at the time of its next periodic report for the quarter ended September 30, 2025 the Company does not evidence compliance with the minimum stockholders' equity requirement, the Company may be subject to delisting. At that time, NASDAQ Staff will provide written notification to the Company, which it may then appeal Staff's determination to a

01. Regulation FD Disclosure

Item 7.01. Regulation FD Disclosure. On October 23, 2025, the Company issued a press release announcing that it believes that as of October 22, 2025, it has regained compliance with the Nasdaq Capital Market's stockholders' equity requirement under Listing Rule 5550(b)(1). A copy of the press release is attached to this Current Report on Form 8-K as Exhibit 99.1 and is hereby furnished pursuant to this Item 7.01. 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 99.1 Press release dated October 23, 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. CaliberCos Inc. October 23, 2025 By: /s/ John C. Loeffler, II Name: John C. Loeffler, II Title: Chairman and Chief Executive Officer

View Full Filing

View this 8-K filing on SEC EDGAR