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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):
June 1, 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):
¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ 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. ¨
Item 8.01 Other Events.
On June 1, 2023, CaliberCos Inc. (the “Company”) issued a press release announcing its partnership with Skyway Capital Markets (“Skyway”). A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
Item 9.01. Financial Statements and Exhibits.
| (d) | Exhibits |
| Exhibit No. |
Exhibit | |
| 99.1 | Press release dated June 1, 2023 |
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: June 1, 2023 | ||
| By: | /s/ John C. Loeffler, II | |
| Name: | John C. Loeffler, II | |
| Title: | Chairman and Chief Executive Officer | |
Exhibit 99.1
Caliber Announces Expansion of Capital Markets Initiatives
Hires Skyway Capital Markets for Managing Dealer Services
SCOTTSDALE, Ariz., June 1, 2023 – (BUSINESS WIRE) – CaliberCos Inc. (NASDAQ: CWD), a leading vertically integrated alternative asset manager, today announced it has engaged with Skyway Capital Markets, which is serving as the exclusive managing broker dealer for the primary investment products in Caliber’s funds marketed by Caliber’s internal wholesale team to the Registered Investment Advisor (RIA) and independent broker-dealer channels. Caliber has employed additional dedicated sales professionals, significantly expanding its access to capital for its funds in these important channels, enabling the company to accelerate growth in its assets under management (AUM).
Skyway’s middle market focus and experience in the RIA and independent broker-dealer channels make it an ideal association for Caliber. Skyway’s Managing Dealer services include new product development, wholesaling team structure, marketing, transaction processing, due diligence and investor relations.
"This partnership is another important step in executing on our strategic plan for growth and value creation," said Chris Loeffler, CEO of CaliberCos Inc. "Caliber has a long history of success in collaborating with industry experts to build our business and further our mission of making alternative investments broadly accessible to investors of all types. This strategic initiative provides Caliber with the opportunity to grow and expand our reach by introducing our unique investment products and funds to a broader group of potential investors. We also expect to benefit from Skyway’s deep knowledge of the middle market and insights into the specific product needs of RIAs and independent broker dealers." 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.
About CaliberCos Inc.
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.
About Skyway Capital Markets
Founded in 2002, Skyway Capital Markets is a nationwide, market-leading, award winning investment banking firm that works with middle market companies, public and private, to deliver customized financial advisory services. The investment banking team has raised more than $3 billion in public and private investment banking transactions. The managing broker-deal group facilitates the entire broker dealer process from initial due-diligence to distribution, utilizing a robust platform. Skyway Capital Markets is headquartered in Tampa, Florida and is a member of FINRA and SIPC. For additional information, please visit www.skywaycapitalmarkets.com.
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.
View source version on businesswire.com: https://www.businesswire.com/news/home/20230601005444/en/
Contacts
Caliber:
Samantha Vrcic
+1 480-295-7600
Samantha.vrcic@caliberco.com
Media Relations:
Kelly McAndrew
Financial Profiles
+1 203-613-1552
KMcAndrew@finprofiles.com