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FALSE000162728200016272822023-07-122023-07-12

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):
July 12, 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 On July 12, 2023, CaliberCos Inc. issued a press release announcing that Lawrence X. Taylor, President of Taylor Strategy Group, is serving as a Board Advisor, and that earlier this year, Dan Hansen, former Chairman, President and CEO of Summit Hotel Properties Inc., joined its Board of Directors. 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.



Item 7.01 Regulation FD Disclosure.


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.
Item 9.01. Financial Statements and Exhibits.
(d)Exhibits
Exhibit
No.
Exhibit
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: July 17, 2023
 
By: /s/ John C. Loeffler, II
Name: John C. Loeffler, II
Title: Chairman and Chief Executive Officer

EX-99.1 2 a7122023_cwdx8-kxexx991.htm EX-99.1 Document

Exhibit 99.1
caliberlogoprospectus.jpg


DAN HANSEN APPOINTED TO CALIBER BOARD OF DIRECTORS, LAWRENCE X. TAYLOR SERVING AS BOARD ADVISOR

SCOTTSDALE, Ariz., July 12, 2023 — CaliberCos Inc., (NASDAQ: CWD) a leading vertically integrated alternative asset manager, today announced that Dan Hansen, former Chairman, President and CEO of Summit Hotel Properties Inc., joined its Board of Directors earlier this year. In addition, Lawrence X. Taylor, President of Taylor Strategy Group, is serving as a Board Advisor.

“Both Dan and Lawrence bring strong industry knowledge and deep strategic expertise to Caliber,” said Chris Loeffler, CEO of Caliber. “With decades-long experience in the public company real estate and hospitality spaces, Dan’s insights and guidance are of great value to Caliber. Lawrence’s work advising organizations through M&A activities, distressed assets and investment opportunities, corporate development, and complex capital transactions is the type of expertise that we believe will help us execute our strategic plans for growth and expansion. The entire Board looks forward to their continued contributions.”

Hansen, former Chairman, President and CEO of Summit Hotel Properties Inc., brings more than three decades of experience as a business executive, advisor, and board member to Caliber. He previously served on Caliber’s Advisory Board prior to the Company going public. He led Summit Hotel Properties from 2011 to 2021, when he transitioned to Executive Chairman of the company, a role he held through December 2021. Prior to joining Summit, Hansen spent 11 years at Merrill Lynch in several leadership positions, culminating as a vice president and regional sales manager covering the four-state Texas Mid-South Region. Hansen earned a bachelor’s degree in economics from South Dakota State University. Hansen resides in Austin, Texas, with his family.

Hansen said, “Caliber is in an exciting stage of growth and development and, along with the other seasoned Board members, I aim to guide the team as they navigate the exciting journey ahead.”

Taylor’s experience spans start-ups, private companies, and publicly traded companies across diverse industries, including casino gaming, hospitality, manufacturing, aviation, commercial real estate, retail, and healthcare. Currently, he is President of Taylor Strategy Group advising companies on finance, strategy, growth initiatives and related activities. Previously, Taylor served as Partner and Managing Director at Odyssey Capital Group, Chief Financial Officer at Excorp Medical, Inc., Corporate Director of Investment Relations at Grand Casinos, Inc., and others.



He is a Board Leadership Fellow of the National Association of Corporate Directors (NACD), is Directorship Certified by the NACD, and was recognized as a “Director to Watch” in 2020 by the Private Company Director Magazine. Taylor earned a bachelor’s degree in finance from Louisiana Tech University. Taylor resides in Litchfield Park, Ariz., and is an avid cook, woodturner, golfer, and tennis player. His daughter, Bryn, is a freshman at Creighton University studying nursing.

“I look forward to continuing to help Chris and his strong leadership team execute their strategy,” said Taylor. “Caliber has ambitious plans for growth, and I look forward to sharing my insights as they evaluate and navigate both opportunities and challenges along the way.”

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:
Samantha Vrcic
+1 480-295-7600
Samantha.vrcic@caliberco.com

Media Relations:
Danielle Meyer
Financial Profiles
+1 310-622-8237
Dmeyer@finprofiles.com